asrt-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-39294

ASSERTIO HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware			85-0598378
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)			(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

100 South Saunders Road, Suite 300

Lake Forest, Illinois 60045

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)

(224) 419-7106

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, $0.0001 par value

ASRT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of issued and outstanding shares of the registrant’s Common Stock, $0.0001 par value, as of November 6, 2024, was 95,477,800.

ASSERTIO HOLDINGS, INC.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS




PART I — FINANCIAL INFORMATION

Item 1.						Financial Statements (unaudited)

						Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023

						Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023

						Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023

						Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023

						Notes to Condensed Consolidated Financial Statements

Item 2.						Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.						Quantitative and Qualitative Disclosures About Market Risk

Item 4.						Controls and Procedures

PART II — OTHER INFORMATION

Item 1.						Legal Proceedings

Item 1A.						Risk Factors

Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.						Exhibits

						Signatures

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited)
	September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	37,981	$	73,441
Short-term investments	50,598		—
Accounts receivable, net	44,944		47,663
Inventories, net	39,788		37,686
Prepaid and other current assets	7,845		12,272
Total current assets	181,156		171,062
Property and equipment, net	624		770
Intangible assets, net	92,359		111,332


Other long-term assets	1,860		3,255
Total assets	$	275,999	$	286,419
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	13,153	$	13,439
Accrued rebates, returns and discounts	60,482		58,137
Accrued liabilities	12,964		18,213

Contingent consideration, current portion	3,000		2,700
Other current liabilities	505		954
Total current liabilities	90,104		93,443
Long-term debt	38,840		38,514

Other long-term liabilities	16,537		16,459
Total liabilities	145,481		148,416
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized; 95,360,756 and 94,668,523 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	9		9
Additional paid-in capital	793,157		789,537
Accumulated deficit	(662,648)		(651,543)

Total shareholders’ equity	130,518		138,003
Total liabilities and shareholders' equity	$	275,999	$	286,419

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Product sales, net	$	28,705	$	35,137	$	91,262	$	116,989
Royalties and milestones	499		490		1,516		1,910
Other revenue	—		—		—		185
Total revenues	29,204		35,627		92,778		119,084
Costs and expenses:
Cost of sales	7,550		7,060		27,616		17,299
Research and development expenses	1,005		1,316		2,536		1,819
Selling, general and administrative expenses	16,726		21,005		53,635		54,680
Change in fair value of contingent consideration	300		(17,532)		300		(8,124)
Amortization of intangible assets	6,671		10,184		18,973		22,752
Loss on impairment of intangible assets	—		238,831		—		238,831
Restructuring charges	—

SEC Form 10-Q filed by Assertio Holdings Inc.