Item 1.01 Entry into a Material Definitive Agreement.

On April 24, 2023, Assertio Holdings, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Spade Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Spectrum Pharmaceuticals, Inc., a Delaware corporation ("Spectrum"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Spectrum (the "Merger"), with Spectrum surviving such Merger as a wholly owned subsidiary of the Company.





Merger Consideration

Under the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of Spectrum (the "Spectrum Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) treasury shares, (ii) any shares of Spectrum Common Stock held directly by the Company or Merger Sub and (iii) shares of Spectrum Common Stock held by any holder who properly demands appraisal of such shares in compliance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive (A) 0.1783 (the "Exchange Ratio") of a fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock") and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding (the "Upfront Consideration"), and (B) one contingent value right (a "CVR"), which shall represent the right to receive the Milestone Payments (as defined below), at the times and in the form provided for in the CVR Agreement (as defined below) (collectively, with the Upfront Consideration, the "Merger Consideration").

At the Effective Time, Spectrum and a rights agent selected by Spectrum and the Company (the "Rights Agent") will enter into a contingent value rights agreement (the "CVR Agreement"), a form of which is attached as an exhibit to the Merger Agreement, governing the terms of each CVR. Each CVR entitles the holder thereof to receive a maximum of two contingent cash and/or Company Common Stock payments, as described below, with an aggregate maximum value of $0.20, without interest, and subject to deduction for any required withholding of taxes (each, a "Milestone Payment"), if the following milestones are achieved:

· If Net Sales (as defined in the CVR Agreement) of $175 million or more during


   the period commencing January 1, 2024 and ending December 31, 2024 is achieved,
   such Milestone Payment will consist of a dollar amount per CVR equal to the
   lesser of (i) $0.10 and (ii) (A) 0.249 multiplied by (B) (I) the Applicable
   Parent Stock Price (as defined in the CVR Agreement), multiplied by (II) the
   Exchange Ratio (rounded down to the closest hundredth of a penny) (provided
   that such amount shall not be less than $0) (the "2024 Annual Net Sales
   Milestone Payment"); and

· If Net Sales of $225 million or more during the period commencing January 1,


   2025 and ending December 31, 2025 is achieved, such Milestone Payment will
   consist of a dollar amount per CVR equal to the lesser of (i) $0.10 and
   (ii) (A) 0.249 multipliedby (B) (I) the Applicable Parent Stock Price,
   multiplied by (II) the Exchange Ratio, less (III) the 2024 Annual Net Sales
   Milestone Payment (rounded down to the closest hundredth of a penny) (provided
   that such amount shall not be less than $0).

The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is included as an exhibit to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K (this "Current Report") and incorporated by reference herein.

At the Effective Time, each option (other than an option under Spectrum's employee stock purchase plan) (each, a "Spectrum Stock Option") to purchase Spectrum Common Stock granted under any of Spectrum's equity incentive plans, that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or Spectrum, be cancelled and treated as follows:

· With respect to any Spectrum Stock Options with an exercise price per share


   that is less than the value of the Upfront Consideration, converted into the
   right to receive (i) a number of shares of Company Common Stock, subject to
   certain exceptions with respect to fractional shares and any applicable
   withholdings, that is equal to the quotient of (A) the product of (x) the total
   number of Spectrum Common Stock underlying the Spectrum Stock Option multiplied
   by (y) the excess, if any, of the value of the Upfront Consideration over the
   exercise price of such Spectrum Stock Option, divided by (B) the average of the
   daily volume-weighted average price per share of Company Common Stock
   calculated based on the ten (10) consecutive trading days ending two trading
   days prior to the date of the Merger Agreement and (ii) a number of CVRs equal
   to the number of Spectrum Common Stock underlying such Spectrum Stock Option.

· With respect to any Spectrum Stock Options with an exercise per share that is


   equal to or greater than the value of the Upfront Consideration and less than
   the sum of the Upfront Consideration and the maximum amount payable under a CVR
   (each, a "Contingent In-the-Money Stock Option"), converted into the right to
   receive a number of CVRs equal the number of Spectrum Common Stock underlying
   such Spectrum Stock Option; provided, however, that the payment, if any, under
   each CVR shall be reduced by the amount by which the exercise price per share
   exceeds the value of the Upfront Consideration; provided, further that, for the
   avoidance of doubt, such Contingent In-the-Money Stock Option shall not entitle
   the holder thereof to receive any shares of Company Common Stock, cash or other
   consideration in connection with the Effective Time.

· With respect to any Spectrum Stock Options with an exercise price per share

that is equal to or greater than the value of the Merger Consideration (each,

an "Underwater Spectrum Stock Option"), the holder of such Underwater Spectrum

Stock Option will receive no consideration and, effective as of immediately

prior to the Effective Time, shall have no further rights thereto.

At the Effective Time, each Spectrum restricted stock unit (each, a "Spectrum RSU") with respect to Spectrum Common Stock granted under Spectrum's equity incentive plans, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall become fully vested, and the holder of such Spectrum RSUs shall, automatically and without any required action on the part of the holder thereof or Spectrum, receive the Merger Consideration.

At the Effective Time, each unvested restricted Spectrum Common Stock granted under Spectrum's equity incentive plans that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof or Spectrum, fully vest and be treated like all other shares of Spectrum Common Stock.

At the Effective Time, each stock appreciation right with respect to Spectrum Common Stock (each, a "Spectrum SAR") granted under Spectrum equity incentive plans that is outstanding as of immediately prior to the Effective Time, shall, if unvested, become vested, and automatically and without any required action on the part of the holder or Spectrum be cancelled and:

· With respect to any Spectrum SARs with an exercise price per share that is less


   than the value of the Upfront Consideration (each such Spectrum SAR, an
   "In-the-Money SAR"), converted into the right to receive (i) a number of shares
   of Company Common Stock, subject to certain terms with respect to fractional
   shares and any required withholding of taxes pursuant as described further in
   the Merger Agreement, that is equal to the quotient of (A) the product of
   (x) the total number of Spectrum Common Stock underlying the Spectrum SAR
   multiplied by (y) the excess, if any, of the value of the Upfront Consideration
   over the exercise price of such Spectrum SAR, divided by (B) the average of the
   daily volume-weighted average price per share of Company Common Stock
   calculated based on the ten (10) consecutive trading days ending two trading
   days prior to the date of the Merger Agreement and (ii) a number of CVRs equal
   to the number of Spectrum Common Stock underlying such Spectrum SAR.

· With respect to any Spectrum SARs with an exercise price per share that is


   equal to or greater than the value of the Upfront Consideration and less than
   the sum of the Upfront Consideration and the maximum amount payable under a CVR
   (each, a "Contingent In-the-Money SAR"), converted into the right to receive a
   number of CVRs equal the number of Spectrum Common Stock underlying such
   Spectrum SAR; provided, however, that the payment, if any, under each CVR shall
   be reduced by the amount by which the exercise price per share exceeds the
   value of the Upfront Consideration; provided, further that, for the avoidance
   of doubt, such Contingent In-the-Money SAR shall not entitle the holder thereof
   to receive any shares of Company Common Stock, cash or other consideration in
   connection with the Effective Time.

· With respect to any Spectrum SAR with an exercise price per share that is equal . . .

Item 7.01 Regulation FD Disclosure.

On April 25, 2023, the Company and Spectrum announced that they had entered into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 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.











Forward Looking Statements

The statements in this communication include forward-looking statements concerning the Company the proposed transactions and other matters. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur. Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology including "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates," "designed," or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements in this communication relate to, among other things: failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transactions; risks that the new businesses will not be integrated successfully or that the combined company will not realize estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; demand for the combined company's products; the growth, change and competitive landscape of the markets in which the combined company participates; expected industry trends, including pricing pressures and managed healthcare practices; variations in revenues obtained from commercialization agreements, including contingent milestone payments, royalties, license fees and other contract revenues, including non-recurring revenues, and the accounting treatment with respect thereto; the Company's ability to obtain and maintain intellectual property protection for its products and operate its business without infringing the intellectual property rights of others; the commercial success and market acceptance of the Company's products, including the coverage of the Company's products by payors and pharmacy benefit managers; the entry and sales of generics of the Company's products, including Indocin products which are not patent protected and may face generic competition at any time; the outcome of, and the Company's intentions with respect to, any litigation or investigations, including antitrust litigation, opioid-related investigations, opioid-related litigation and related claims for negligence and breach of fiduciary duty against the Company's former insurance broker, and other disputes and litigation, and the costs and expenses associated therewith; the ability of the Company's third-party manufacturers to manufacture adequate quantities of commercially salable inventory and active pharmaceutical ingredients for each of the Company's products, and the Company's ability to maintain its supply chain, which relies on single-source suppliers; and our counterparties' compliance or non-compliance with their obligations under our agreements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the "SEC") in connection with the proposed transaction. For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the sections captioned "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Many of these risks and uncertainties may be exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. The Company does not assume, and hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.





No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of the Company and Spectrum and that also constitutes a prospectus of the Company. Each of the Company and Spectrum may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that the Company or Spectrum may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of the Company and Spectrum. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about the Company, Spectrum and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company's website at www.assertiotx.com or by contacting the Company's Investor Relations Department by email at investor@assertiotx.com. Copies of the documents filed with the SEC by Spectrum will be available free of charge on Spectrum's website at www.sppirx.com or by contacting the Company's Investor Relations Department atir@sppirx.com.

Participants in the Solicitation

The Company and Spectrum and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their respective stockholders in respect of the proposed transactions contemplated by the joint proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of the Company and Spectrum in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information regarding the Company's directors and executive officers, including a description of their direct and indirect interests, is contained in its Annual Report on Form 10-K for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated April 3, 2023, which are filed with the SEC. Information regarding Spectrum's directors and executive officers, including a description of their direct and indirect interests, by security holdings or otherwise, is available in its Annual Report on Form 10-K for the year ended December 31, 2022 and its Proxy Statement on Schedule 14A, dated April 27, 2022, which are filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company or Spectrum using the sources indicated above.

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