asrt-20250630

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 JUNE 30, 2025

☐ 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 August 7, 2025, was 96,239,625.

ASSERTIO HOLDINGS, INC.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS




PART I — FINANCIAL INFORMATION

Item 1.						Financial Statements (unaudited)

						Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024

						Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024

						Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024

						Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024

						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 3.						Defaults Upon Senior Securities

Item 4.						Mine Safety Disclosures

Item 5.						Other Information

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)
	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	47,086	$	50,588
Short-term investments	51,097		49,466
Accounts receivable, net	61,090		54,120
Inventories, net	32,880		38,308
Prepaid and other current assets	18,056		10,067
Total current assets	210,209		202,549
Property and equipment, net	515		586
Intangible assets, net	62,006		80,471


Other long-term assets	1,050		1,126
Total assets	$	273,780	$	284,732
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,854	$	14,736
Accrued rebates, returns and discounts	85,887		76,304
Accrued liabilities	31,055		18,847

Contingent consideration, current portion	726		726
Other current liabilities	4,007		4,075
Total current liabilities	132,529		114,688
Long-term debt	39,046		38,813

Other long-term liabilities	8,907		10,150
Total liabilities	180,482		163,651
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized; 96,217,239 and 95,536,990 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.	9		9
Additional paid-in capital	796,306		794,196
Accumulated deficit	(703,017)		(673,124)

Total shareholders’ equity	93,298		121,081
Total liabilities and shareholders' equity	$	273,780	$	284,732

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Product sales, net	$	28,822	$	30,695	$	54,818	$	62,557
Royalty revenue	400		431		894		1,017

Total revenues	29,222		31,126		55,712		63,574
Costs and expenses:
Cost of sales	10,677		8,889		18,463		20,066
Research and development expenses	387		798		825		1,531
Selling, general and administrative expenses	16,960		18,385		38,935		36,909

Amortization of intangible assets	9,233		6,671		18,465		12,302

Restructuring charges	—		—		289		720
Total costs and expenses	37,257		34,743		76,977		71,528
Loss from operations	(8,035)		(3,617)		(21,265)		(7,954)
Other (expense) income:
Loss on Assertio Therapeutics divestiture	(8,174)		—		(8,174)		—
Interest expense	(768)		(758)		(1,533)		(1,515)
Interest income	675		842		1,395		1,554
Other gain (loss)	6		8		(15)		12
Total other (expense) income	(8,261)		92		(8,327)		51
Net loss before income taxes	(16,296)		(3,525)		(29,592)		(7,903)
Income tax expense	(56)		(149)		(301)		(281)



Net loss and comprehensive loss	$	(16,352)	$	(3,674)	$	(29,893)	$	(8,184)

Basic and diluted net loss per share	$	(0.17)	$	(0.04)	$	(0.31)	$	(0.09)

Shares used in computing basic and diluted net loss per share	95,970		95,240		95,824		95,110

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

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at March 31, 2025	95,773	$	9	$	795,186	$	(686,665)	$	108,530
Common stock issuance and other impacts of the vesting and settlement of equity awards	444	—		(69)		—		(69)
Stock-based compensation	—	—		1,189		—		1,189

Net loss	—	—		—		(16,352)		(16,352)
Balances at June 30, 2025	96,217	$	9	$	796,306	$	(703,017)	$	93,298


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at March 31, 2024	95,115	$	9	$	790,538	$	(656,053)	$	134,494
Common stock issuance and other impacts of the vesting and settlement of equity awards	218	—		(75)		—		(75)


Stock-based compensation	—	—		1,408		—		1,408
Net loss	—	—		—		(3,674)		(3,674)
Balances at June 30, 2024	95,333	$	9	$	791,871	$	(659,727)	$	132,153

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

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at December 31, 2024	95,537	$	9	$	794,196	$	(673,124)	$	121,081
Common stock issuance and other impacts of the vesting and settlement of equity awards	680	—		(180)		—		(180)
Stock-based compensation	—	—		2,290		—		2,290

Net loss	—	—		—		(29,893)		(29,893)
Balances at June 30, 2025	96,217	$	9	$	796,306	$	(703,017)	$	93,298


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Shareholders’ Equity
	Shares	Amount
Balances at December 31, 2023	94,669	$	9	$	789,537	$	(651,543)	$	138,003
Common stock issuance and other impacts of the vesting and settlement of equity awards	664	—		(281)		—		(281)


Stock-based compensation	—	—		2,615		—		2,615
Net loss	—	—		—		(8,184)		(8,184)
Balances at June 30, 2024	95,333	$	9	$	791,871	$	(659,727)	$	132,153

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

ASSERTIO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2025		2024
Operating Activities
Net loss	$	(29,893)	$	(8,184)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	18,536		12,407
Amortization of debt issuance costs	233		215
Accretion of interest income from short-term investments	36		(338)
Loss on Assertio Therapeutics divestiture	8,174		—

Recurring fair value measurements of assets and liabilities	34		15

Provisions for inventory	2,675		3,877
Stock-based compensation	2,290		2,615


Changes in assets and liabilities, net of acquisition:
Accounts receivable	(6,970)		7,750
Inventories	2,753		(5,271)
Prepaid and other assets	(7,912)		3,150
Accounts payable and other accrued liabilities	7,014		(1,627)
Accrued rebates, returns and discounts	9,583		286

Net cash provided by operating activities	6,553		14,895
Investing Activities



Assertio Therapeutics divestiture	(8,174)		—

Proceeds from maturities of short-term investments	57,572		—
Purchases of short-term investments	(59,273)		(43,320)
Net cash used in investing activities	(9,875)		(43,320)
Financing Activities









Payments related to the vesting and settlement of equity awards, net	(180)		(281)


Net cash used in financing activities	(180)		(281)
Net decrease in cash and cash equivalents	(3,502)		(28,706)
Cash and cash equivalents at beginning of year	50,588		73,441
Cash and cash equivalents at end of period	$	47,086	$	44,735

Supplemental Disclosure of Cash Flow Information
Net cash (refunded) paid for income taxes	$	(837)	$	1,384
Cash paid for interest	$	1,300	$	1,300

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

ASSERTIO HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Assertio Holdings, Inc., or the Company, is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients’ needs. The Company’s focus is on supporting patients by marketing products for oncology, neurology, and pain management.

The Company has built its product portfolio through the acquisition or licensing of approved products, including its lead product, ROLVEDON. The Company’s commercial capabilities include marketing through both a sales force and an omni-channel promotion model, market access through payor contracting, and trade and distribution. The Company’s primary marketed products include ROLVEDONTM (elflapegrastim-xnst) injection for subcutaneous use, Sympazan® (clobazam) oral film, INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, SPRIX® (ketorolac tromethamine) Nasal Spray, CAMBIA® (diclofenac potassium for oral solution) and Otrexup® (methotrexate) injection for subcutaneous use. Starting in July 2025, the Company ceased commercializing Otrexup (see Note 2, Divestitures and Strategic Transactions). To date, substantially all of the Company’s revenues are related to product sales in the United States (“U.S.”).

Unless otherwise noted or required by context, use of “Assertio,” “Company,” “we,” “our” and “us” refer to Assertio Holdings and/or its applicable subsidiary or subsidiaries. Additionally, the use of “Assertio Therapeutics” or “Depomed” refers to Assertio Therapeutics, Inc., and/or its applicable subsidiary or subsidiaries. Assertio Therapeutics was divested on May 9, 2025 (see Note 2, Divestitures and Strategic Transactions).

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company and its subsidiaries and the related footnote information of the Company have been prepared pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, the accompanying interim unaudited condensed consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information for the periods presented. The results for the three and six months ended June 30, 2025, are not necessarily indicative of results to be expected for the entire year ending December 31, 2025.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2024, included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 12, 2025 (the “2024 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2024, has been derived from the audited financial statements at that date, as filed in the Company’s 2024 Form 10-K.

Reverse Stock Split

On May 7, 2025, the shareholders of the Company approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split. The proposal allows the Company’s Board of Directors (the “Board”) to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio of not less than 1-for-2 and not greater than 1-for-15. The Company’s Board has not yet effected the reverse stock split approved by the shareholders of the Company.

NOTE 2. DIVESTITURES AND STRATEGIC TRANSACTIONS

Assertio Therapeutics Divestiture

On May 9, 2025, the Company transferred all of the equity interests in Assertio Therapeutics to an established purchaser of legacy litigation matters resulting in Assertio Therapeutics being owned by the purchaser’s related company, ATIH Industries, LLC (the “Therapeutics Transaction”). At the closing of the Therapeutics Transaction, Assertio Therapeutics held approximately $8.2 million in cash, insurance and retained a single-digit royalty based on net income derived from INDOCIN. In addition, Assertio Therapeutics retained certain legal liabilities, including those related to opioid litigation (see

Note 9. Commitments and Contingencies for further information). As a result of the Therapeutics Transaction, neither the Company nor any of its current subsidiaries are defendants in any opioid-related litigation.

The Company recognized a net loss of $8.2 million on the Therapeutics Transaction during the three and six months ended June 30, 2025, which is shown as Loss on Assertio Therapeutics divestiture in the Company’s Condensed Consolidated Statements of Comprehensive Loss. The Therapeutics Transaction is reflected as cash used in investing activities for the six months ended June 30, 2025 on the Company’s Condensed Consolidated Statements of Cash Flows.

Otrexup Decommercialization

As part of its ongoing commercial portfolio assessment, the Company ceased commercialization of Otrexup beginning in July 2025. As a result of this decision, the Company incurred $3.8 million of expenses during the three and six months ended June 30, 2025. These costs were primarily associated with the write-off of inventory (including inventory held at the Company’s contract manufacturers for Otrexup), the write-off of certain prepaid assets and the recognition of an accrual for the minimum purchase obligation required under the Antares contract (see Note 9. Commitments and Contingencies for further details).

The Company recognized $2.5 million of related expenses in Cost of sales and $1.3 million in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Loss during the three and six months ended June 30, 2025 related to ceasing commercialization of Otrexup.

NOTE 3. REVENUE

Disaggregated Revenue

The following table reflects total revenues for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Product sales, net:
ROLVEDON	$	16,128	$	15,144	$	29,249	$	29,622
INDOCIN products	3,033		6,913		8,578		15,596
Sympazan	3,244		2,668		5,423		5,285

SPRIX	1,976		2,147		3,565		3,584


Other products	4,441		3,823		8,003		8,470
Total product sales, net	28,822		30,695		54,818

SEC Form 10-Q filed by Assertio Holdings Inc.