Assertio Holdings Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM10-K☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDEDDECEMBER31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMTOCommission File Number:001-39294ASSERTIO HOLDINGS,INC.(Exact Name of Registrant as Specified in its Charter)Delaware85-0598378(STATE OR OTHER JURISDICTION OFINCORPORATION OR ORGANIZATION)(I.R.S. EMPLOYER IDENTIFICATION NUMBER)100 South Saunders Road,Suite 300,Lake Forest,Illinois(Address of Principal Executive Offices)60045(Zip Code)Registrant’s telephone number, including area code:(224)419‑7106Securities registered pursuant to Section12(b) of the Act:Title of each class:Trading Symbol(s):Name of each exchange on which registered:Common Stock, $0.0001 par valueASRTThe Nasdaq Stock Market LLC Securities registered pursuant to Section12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 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 90days.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 emerginggrowth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b‑2 of the Act).Yes☐No☒ The aggregate market value of the shares of common stock held by non‑affiliates of the registrant, computed by reference to the closing price as reported on theNasdaq Capital Market as of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately$116.1million. The number of shares outstanding of the registrant’s common stock, $0.0001 par value, asof March7, 2025 was95,773,083. Documents Incorporated by Reference` Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders, whichProxy Statement will be filed with the United States Securities and Exchange Commission within 120days after the end of the registrant’s 2024 fiscal year. ASSERTIO HOLDINGS,INC.FORM 10‑K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS Forward-Looking Statements PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART II Item5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures about Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accountant Fees and Services PART IV Item15.Exhibi