Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12, 2024

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		01-39294		85-0598378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 S. Saunders Road, Suite 300, Lake Forest, IL 60045

(Address of Principal Executive Offices; Zip Code)

(224) 419-7106

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Paul Schwichtenberg Appointed as Chief Transformation Officer

Effective December 16, 2024, the Board of Directors (the “Board”) of Assertio Holdings, Inc. (the “Company”) appointed Paul Schwichtenberg, currently the Company’s Chief Commercial Officer, to serve as the Company’s Chief Transformation Officer.

Appointment of Mark Reisenauer to the Board of Directors

On December 14, 2024, the Board of the Company appointed Mark Reisenauer to the Board, effective January 2, 2025. In connection with his appointment to the Board, Mr. Reisenauer was appointed as a member of the Compensation Committee of the Board.

Mr. Reisenauer, 60, served as President of U.S. Commercial at Astellas Pharmaceuticals Inc., a global life sciences company, from April 2021 to April 2024 and, before that, as Senior Vice President, Oncology Business Unit from April 2011 to April 2021. Prior to joining Astellas, Mr. Reisenauer served as Senior Vice President, Chief Commercial Officer at Micromet Inc., a biotechnology company that was later acquired by Amgen Inc., from September 2007 to April 2011. Prior to Micromet, Mr. Reisenauer served as Divisional Vice President and General Manager, Neuroscience and, before that, General Manager, Oncology, at Abbott Laboratories, a multinational medical devices and health care company, from May 2002 to September 2007. Earlier in his career, Mr. Reisenauer held roles at Pharmacia Corporation, Bristol-Myers Squibb and Zeneca Pharmaceuticals. Mr. Reisenauer has served as a member of the Commercial Launch and Medical Affairs Advisory Board of Autolus Therapeutics since 2024 and previously served as a member of the board of directors of the PhRMA Trade Association from 2021 to 2024. The Board considered Mr. Reisenauer’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Commercial Leadership, Pipeline Development Experience, Product Launch Experience and Oncology Product Experience. Mr. Reisenauer holds a B.A. in Political Science from the University of Wisconsin.

In connection with his service on the Board, Mr. Reisenauer is entitled to receive the compensation and equity awards applicable to all of the Company’s non-employee directors, as more particularly described in the Company’s Non-Employee Director Compensation and Grant Policy filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. The Company has also entered into its standard form of indemnification agreement with Mr. Reisenauer.

Item 7.01 Regulation FD Disclosure

Mary Pietryga Appointed as Chief Commercial Officer

Effective December 16, 2024, the Board appointed Mary Pietryga to succeed Mr. Schwichtenberg as the Company’s Chief Commercial Officer.

On December 12, 2024, the Company issued a press release announcing the appointments of Mr. Schwichtenberg and Ms. Pietryga. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

On December 17, 2024, the Company issued a press release announcing the appointment of Mr. Reisenauer. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits

	99.1	Assertio Holdings, Inc. Press Release issued on December 12, 2024
	99.2	Assertio Holdings, Inc. Press Release issued on December 17, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: December 17, 2024	By:	/s/ Brendan P. O’Grady
		Brendan P. O’Grady
		Chief Executive Officer (Principal Executive Officer)

Exhibit 99.1

Assertio Holdings, Inc. Appoints Paul Schwichtenberg to New CTO Role, Mary Pietryga as CCO

CTO Role to Focus on Growth from New Market and Revenue Strategies

LAKE FOREST, Ill., December 12, 2024 – Assertio Holdings, Inc. (“Assertio” or the “Company”) (Nasdaq: ASRT), a pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients, announced today the creation of a new Transformation Office and the appointment of Paul Schwichtenberg as Chief Transformation Officer (CTO). Mr. Schwichtenberg currently serves as the company’s Chief Commercial Officer and was previously CFO.

“As CTO, Paul will be future looking, working closely with me, to identify synergies, innovative strategies, and new revenue streams to best position the company for future growth,” said Brendan O’Grady, Chief Executive Officer of Assertio Holdings. “Paul brings a wealth of experience to this new position from his prior pharmaceutical leadership roles and as the prior CFO and current CCO of Assertio. As CFO, Paul delivered organizational efficiencies and pricing strategies that led to higher profitability and operating cash flow. Additionally, during Paul’s tenure as CFO, he executed a debt refinancing which strengthened the balance sheet for the company. Under Paul’s leadership as CCO over the last year, the company was able to stabilize portfolio revenue after the acquisition of Rolvedon and generic competition for Indocin. I am excited for Paul to move into this role and look forward to the many positive contributions he will make as we work to rapidly evolve our business and position Assertio for continued success.”

In addition, Mary Pietryga will be appointed as Chief Commercial Officer, effective December 16, 2024, with responsibility for sales, marketing and commercial access, taking over from Schwichtenberg.

Ms. Pietryga joins Assertio from Teva Pharmaceuticals, where she was Vice President and Head of the Global Biosimilar Portfolio. In her role, she led a redesign of the global asset portfolio and created a multi-year framework to increase revenue and drive new partnerships. She has also served as Chief Commercial Officer at Peregrine Market Access, leading contract teams delivering end-to-end, fully integrated, CRO and commercial solutions. Previously she was Vice President of Global Marketing at Pacira Biosciences, driving portfolio growth performance through demand generation. She has held leadership and commercial roles in specialty medicines and other categories at Ferring Pharmaceutical, Collegium, Sanofi, Janssen Ortho-McNeil and Merck & Co. She holds a Bachelor of Arts from Michigan State University and a Master of Business Administration from Villanova University.

“I am pleased to welcome Mary to the team at Assertio, bringing decades of expertise in the commercial drivers of innovative medicines,” said O’Grady. “In previous opportunities working together, she has consistently delivered portfolio solutions, innovative marketing strategies, market access, and sales programs that achieved substantial revenue growth and operating margin targets across multiple pharmaceutical categories.”

About Assertio

Assertio is a commercial pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients. We have built our commercial portfolio through acquisition or licensing of approved products. Our commercial capabilities include marketing through both a sales force and a non-personal promotion model, market access through payor contracting, and trade and distribution. To learn more about Assertio, visit www.assertiotx.com.

Forward Looking Statements

Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio’s current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio, including risks related to the subject matter of this communication and our ability to realize the benefits from our operating model, deliver or execute on our business strategy, including to expand or diversify our asset base and market reach and drive cash flows and growth, successfully integrate new assets, and explore new business development initiatives. All statements other than historical facts may be forward-looking statements and can be identified by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will,” “aim” or other similar expressions that convey the uncertainty of future events or outcomes and are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio, including the risks described in Assertio’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) and in other filings Assertio makes with the SEC from time to time.

Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law.

Investor Contact

Matt Kreps, Managing Director

Darrow Associates

M: 214-597-8200

mkreps@darrowir.com

Exhibit 99.2

Assertio Holdings, Inc. Appoints Mark Reisenauer to Its Board of Directors

LAKE FOREST, Ill., December 17, 2024 – Assertio Holdings, Inc. (“Assertio” or the “Company”) (Nasdaq: ASRT), a pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients, announced today that Mark Reisenauer has been appointed as an independent director to the Company’s Board of Directors. Mr. Reisenauer will serve as a member of the Compensation Committee.

“Mark is a highly accomplished commercial leader in complex, competitive therapeutic areas who also brings extensive oncology and hematology product experience to our board,” said Heather Mason, Chair of Assertio. “His successful new product and indication launches have been grounded in an inclusive leadership style driven by communication, analysis, and partnership, all traits that are central to our strategy as we seek to build Assertio’s commercial platform.”

“I am excited to join Assertio’s Board as the Company works to grow and enhance the opportunities within its existing commercial base while also diversifying into additional pharmaceutical assets,” said Mr. Reisenauer. “I am particularly excited about opportunities to evaluate additional labeling, indication and channel opportunities for existing products while also seeking new commercial assets that can enhance or build upon the existing business.”

Mr. Reisenauer is an accomplished oncology and hematology biopharmaceutical executive with more than 30 years of experience building commercial capabilities and leading successful new product and indication launches. He previously served as President of U.S. Commercial at Astellas Pharmaceuticals Inc., where he grew sales to nearly $5 billion while leading Marketing, Sales, Policy and Government Affairs and Market Access teams. Prior to Astellas, he was Senior Vice President and Chief Commercial Officer at Micromet, Inc., which was acquired by Amgen, where he oversaw commercial launch and pipeline development activities. He was also at Abbott Laboratories, serving as a divisional vice president for neuroscience and general manager in oncology products. Earlier in his career, Mr. Reisenauer held roles at Pharmacia Corporation, Bristol-Myers Squibb and Zeneca Pharmaceuticals. He holds a Bachelor of Arts degree in political science from the University of Wisconsin.