Item 2.01 Completion of Acquisition or Disposition of Assets

On January 10, 2020, Assertio Therapeutics, Inc., a Delaware corporation (the "Company") consummated the transaction (the "Transaction") contemplated by the previously announced Asset Purchase Agreement dated December 11, 2019 (the "Asset Purchase Agreement") with Golf Acquiror LLC, an affiliate of Alvogen, Inc. ("Alvogen"). Pursuant to the Asset Purchase Agreement, the Company divested its rights, title and interest in and to Gralise® (gabapentin) ("Gralise"), including certain related assets, to Alvogen for (i) $75.0 million in cash paid at the closing of the Transaction (the "Closing") and (ii) 75% of Alvogen's first $70.0 million of Gralise net sales after the Closing. Alvogen has also assumed, pursuant to the terms of the Asset Purchase Agreement, certain contracts, liabilities and obligations of the Company relating to Gralise, including those related to manufacturing and supply, post-market commitments and clinical development costs.

The foregoing description of the Transaction contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2019 (the "Signing 8-K") and is incorporated herein by reference. The full text of the Signing 8-K is also incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On January 13, 2020, the Company issued a press release stating that it expected full-year Neurology Franchise net sales to be above the upper end of prior guidance for the year ended December 31, 2019.

The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in Item 2.02 of this Current Report on Form 8-K shall not be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the SEC Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.




 Item 7.01 Other Events

On January 13, 2020, the Company issued a press release announcing certain of the matters described in this Current Report on Form 8-K, including with respect to the Transaction and the matters discussed in Item 2.02. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report. The information set forth in this item 7.01 and in Exhibit 99.1 shall not be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.





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Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Any pro forma financial information to be filed in response to this Item 9.01(b) with respect to the Transaction described in Item 2.01 herein will be filed by amendment to this Current Report on Form 8-K not later than 4 business days after the Closing.





(d) Exhibits



Exhibit Number                               Description
  10.1             Asset Purchase Agreement, dated December 11, 2019, by and among
                 Assertio Therapeutics Inc., Golf Acquiror LLC and, solely for the
                 purposes set forth therein, Celtic Intermediate S.A. (filed as
                 Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
                 the SEC on December 12, 2019 and incorporated herein by
                 reference).
  99.1             Assertio Therapeutics, Inc. Press Release issued on January 13,
                 2020




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