SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 23,
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Effective March 18, 2021, the Audit Committee (the “Committee”) of the Board of Directors of Assertio Holdings, Inc. (the “Company”) approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The decision to change the Company’s principal independent accountants was the result of a competitive selection process as well as the Company’s focus on streamlining its cost structure and reducing its general and administrative expenses. The Committee invited several public accounting firms to participate in bid process, including Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020. This action effectively dismissed Ernst & Young as the Company’s independent registered public accounting firm as of March 18, 2021.
The reports of Ernst & Young on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2020 and 2019, and through the appointment of Grant Thornton on March 18, 2021, there were: (i) no disagreements (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) with Ernst & Young on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the matter in their report, or (ii) reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided a copy of the foregoing disclosures to Ernst & Young and requested that Ernst &Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether Ernst & Young agrees with the above statements. A copy of Ernst &Young’s letter, dated March 23, 2021, is filed as Exhibit 16.1 to this Form 8-K.
(b) During the two most recent fiscal years and through the appointment of Grant Thornton on March 18, 2021, the Company has not consulted with Grant Thornton with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or (ii) any disagreements (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) or reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
|Exhibit No.||Description of Exhibit|
|16.1||Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 23, 2021|
|104||Cover Page Interactive Date File (embedded within the Innline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ASSERTIO HOLDINGS, INC.|
|Date: March 23, 2021||By:||/s/ Daniel A. Peisert|
|Daniel A. Peisert|
|President and Chief Executive Officer|
March 23, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated March 23, 2021, of Assertio Holdings, Inc. and are in agreement with the statements contained in the paragraphs within section (a) therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP