ASSERTIO HOLDINGS, INC., 10-Q filed on 5/6/2024
Quarterly Report
v3.24.1.u1
COVER PAGE - shares
 3 Months Ended
Mar. 31, 2024
May 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-39294  
Entity Registrant Name ASSERTIO HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-0598378  
Entity Address, Address Line One 100 South Saunders Road  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Lake Forest  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60045  
City Area Code 224  
Local Phone Number 419-7106  
Title of 12(b) Security Common Stock, $0.0001 par value  
Trading Symbol ASRT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Smaller Reporting Company false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   95,124,605
Entity Central Index Key 0001808665  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 80,743 $ 73,441
Accounts receivable, net 42,610 47,663
Inventories, net 38,602 37,686
Prepaid and other current assets 10,519 12,272
Total current assets 172,474 171,062
Property and equipment, net 704 770
Intangible assets, net 105,701 111,332
Other long-term assets 3,086 3,255
Total assets 281,965 286,419
Current liabilities:    
Accounts payable 15,650 13,439
Accrued rebates, returns and discounts 57,870 58,137
Accrued liabilities 15,401 18,213
Contingent consideration, current portion 2,700 2,700
Other current liabilities 823 954
Total current liabilities 92,444 93,443
Long-term debt 38,621 38,514
Other long-term liabilities 16,406 16,459
Total liabilities 147,471 148,416
Commitments and contingencies (Note 15)
Shareholders’ equity:    
Common stock, $0.0001 par value, 200,000,000 shares authorized; 95,115,452 and 94,668,523 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. 9 9
Additional paid-in capital 790,538 789,537
Accumulated deficit (656,053) (651,543)
Total shareholders’ equity 134,494 138,003
Total liabilities and shareholders' equity $ 281,965 $ 286,419
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 200,000,000 200,000,000
Common stock, issued (in shares) 95,115,452 94,668,523
Common stock, outstanding (in shares) 95,115,452 94,668,523
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues:    
Total revenues $ 32,448 $ 42,466
Costs and expenses:    
Cost of sales 11,177 5,467
Research and development expenses 733 0
Selling, general and administrative expenses 18,524 16,904
Change in fair value of contingent consideration 0 9,167
Amortization of intangible assets 5,631 6,284
Restructuring charges 720 0
Total costs and expenses 36,785 37,822
(Loss) income from operations (4,337) 4,644
Other (expense) income:    
Debt-related expenses 0 (9,918)
Interest expense (757) (1,122)
Other gain 716 802
Total other expense (41) (10,238)
Net loss before income taxes (4,378) (5,594)
Income tax (expense) benefit (132) 2,110
Net loss and comprehensive loss $ (4,510) $ (3,484)
Basic net loss per share (in dollars per share) $ (0.05) $ (0.07)
Diluted net loss per share (in dollars per share) $ (0.05) $ (0.07)
Shares used in computing basic net loss per share (in shares) 94,980 51,005
Shares used in computing diluted net loss per share (in shares) 94,980 51,005
Product sales, net    
Revenues:    
Total revenues $ 31,862 $ 41,769
Royalties and milestones    
Revenues:    
Total revenues $ 586 $ 697
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balances (in shares) at Dec. 31, 2022   48,320,000    
Balances at Dec. 31, 2022 $ 225,725 $ 5 $ 545,321 $ (319,601)
Increase (Decrease) in Stockholders' Equity        
Induced exchange of convertible notes (in shares)   6,990,000    
Induced exchange of convertible notes 26,699   26,699  
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   352,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (722)   (722)  
Stock-based compensation 2,446   2,446  
Net (loss) income (3,484)     (3,484)
Comprehensive income (loss) (3,484)     (3,484)
Balances (in shares) at Mar. 31, 2023   55,662,000    
Balances at Mar. 31, 2023 $ 250,664 $ 5 573,744 (323,085)
Balances (in shares) at Dec. 31, 2023 94,668,523 94,669,000    
Balances at Dec. 31, 2023 $ 138,003 $ 9 789,537 (651,543)
Increase (Decrease) in Stockholders' Equity        
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   446,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (206)   (206)  
Stock-based compensation 1,207   1,207  
Net (loss) income (4,510)     (4,510)
Comprehensive income (loss) $ (4,510)     (4,510)
Balances (in shares) at Mar. 31, 2024 95,115,452 95,115,000    
Balances at Mar. 31, 2024 $ 134,494 $ 9 $ 790,538 $ (656,053)
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating Activities    
Net loss $ (4,510) $ (3,484)
Adjustments to reconcile net loss to net cash from operating activities:    
Depreciation and amortization 5,696 6,484
Amortization of debt issuance costs and Royalty Rights 107 147
Recurring fair value measurements of assets and liabilities 0 9,167
Debt-related expenses 0 9,918
Provisions for inventory and other assets 1,428 1,072
Stock-based compensation 1,207 2,446
Deferred income taxes 0 (1,367)
Changes in assets and liabilities:    
Accounts receivable 5,054 (1,109)
Inventories (2,344) (3,602)
Prepaid and other assets 1,921 1,824
Accounts payable and other accrued liabilities (134) (290)
Accrued rebates, returns and discounts (267) 2,887
Interest payable (650) (1,376)
Net cash provided by operating activities 7,508 22,717
Investing Activities    
Purchase of Sympazan 0 (105)
Net cash used in investing activities 0 (105)
Financing Activities    
Payments in connection with 2027 Convertible Notes 0 (10,500)
Payment of direct transaction costs related to convertible debt inducement 0 (1,119)
Payment of contingent consideration 0 (6,609)
Payments related to the vesting and settlement of equity awards, net (206) (722)
Net cash used in financing activities (206) (18,950)
Net increase in cash and cash equivalents 7,302 3,662
Cash and cash equivalents at beginning of year 73,441 64,941
Cash and cash equivalents at end of period 80,743 68,603
Supplemental Disclosure of Cash Flow Information    
Net cash paid for income taxes 11 29
Cash paid for interest $ 1,300 $ 2,351
v3.24.1.u1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization

Assertio Holdings, Inc., or the Company, is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products to patients. The Company has built its product portfolio through the acquisition or licensing of approved products. The Company’s commercial capabilities include marketing through both a sales force and a non-personal 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, INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, Sympazan® (clobazam) oral film, Otrexup® (methotrexate) injection for subcutaneous use, SPRIX® (ketorolac tromethamine) Nasal Spray, CAMBIA® (diclofenac potassium for oral solution), and Zipsor® (diclofenac potassium) Liquid filled capsules. To date, substantially all of the Company’s revenues are related to product sales in the 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.

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 United States (“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 months ended March 31, 2024, are not necessarily indicative of results to be expected for the entire year ending December 31, 2024 or future operating periods.

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, 2023, included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 11, 2024 (the “2023 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the audited financial statements at that date, as filed in the Company’s 2023 Form 10-K.
v3.24.1.u1
ACQUISITIONS
 3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
Spectrum Pharmaceuticals

On July 31, 2023, (the “Effective Date”), the Company completed the acquisition of Spectrum Pharmaceuticals, Inc. (“Spectrum”), a commercial stage biopharmaceutical company focused on novel and targeted oncology products (the “Spectrum Merger”). The Spectrum Merger was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 24, 2023, through a merger of a wholly-owned subsidiary of the Company with and into Spectrum, with Spectrum surviving the Merger as a wholly-owned subsidiary of the Company. The Company accounted for the Spectrum Merger using the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805 and is considered the accounting acquirer.

Pursuant to the Merger Agreement, each issued and outstanding share of Spectrum common stock as of the Effective Date was converted into the right to receive (i) 0.1783 shares of the Company’s common stock and (ii) one contingent value right (“CVR”) representing a contractual right to receive future conditional payments worth up to an aggregate maximum amount of $0.20, settleable in cash, additional shares of Assertio common stock or a combination of cash and additional shares of Assertio common stock at the Company’s sole discretion, upon the achievement of certain sales milestones related to Spectrum’s product ROLVEDON. Subject to adjustments, each CVR represents the right to receive up to $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and up to $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $225 million during the calendar year
ending December 31, 2025. In addition, upon consummation of the Spectrum Merger, Spectrum’s outstanding employee stock awards and other warrants that were outstanding immediately as of the Effective Date automatically vested (if unvested) and/or cancelled, as applicable, which generally resulted in the issuance of shares of the Company’s common stock and/or CVRs to the holders of such stock awards or other warrants, in each case as dictated by the terms of the Merger Agreement. These shares and CVRs issued are considered part of the consideration transferred, and no compensation expense was recognized because the settlement was a condition of the Merger Agreement and other existing individual agreements, no future performance is required by the holders, and the fair value of the shares and CVRs is equivalent to the fair value of the existing employee stock awards and other warrants.

The following table reflects the components of the consideration transferred in the Spectrum Merger (in thousands, except exchange ratio and per share data):

Assertio shares issued38,013 
Assertio closing price per share as of the Effective Date$5.69 
Fair value of Assertio shares issued$216,294 
Repayment of Spectrum's long-term debt (1)
32,647 
CVRs (2)
3,932 
Total fair value of consideration transferred$252,873 

(1)Represents settlement of Spectrum’s existing long-term debt in connection with the close of the transaction. The Company concluded it did not assume the debt, therefore the amount paid to settle the debt has been accounted for and disclosed as part of the consideration transferred.
(2)Represents the Effective Date fair value of 223,397 CVRs at $0.0176 per CVR issued to holders of Spectrum common stock, employee stock awards and warrants.

The CVRs represent a contingent consideration obligation measured at fair value and classified as liabilities on the Company’s Condensed Consolidated Balance Sheets. The fair value of the CVR contingent consideration is determined using a Monte Carlo simulation model under the income approach and is based on Level 3 inputs. Refer to Note 18, Fair Value, for additional information. Fair value is based on the probability of achievement of 2024 and 2025 annual ROLVEDON net sales milestones. Significant assumptions include the discount rate and the probability assigned to the achievement of the net sales milestones. Achievement of both the 2024 and 2025 annual ROLVEDON net sales milestones would obligate the Company to transfer a maximum of approximately $44.7 million of additional consideration. No additional consideration would be paid by the Company if neither the 2024 nor 2025 annual ROLVEDON net sales milestones are achieved.
The following table reflects the fair values of the assets acquired and liabilities assumed at the Effective Date (in thousands). The fair values were based on management’s estimates and assumptions. There were no changes for the three months ended March 31, 2024, to the estimated preliminary fair values of the assets acquired and liabilities assumed. The final determination was completed as of March 31, 2024.

Initial Preliminary Purchase Price Allocation to Fair Value
Adjustments to Purchase Price Allocation to Fair Value (2)
Final Purchase Price Allocation to Fair Value
Assets:
Cash and cash equivalents$34,600 $— $34,600 
Marketable securities2,194 — 2,194 
Accounts receivable50,975 — 50,975 
Inventories22,244 61 22,305 
Prepaid and other current assets1,287 698 1,985 
Property and equipment100 — 100 
Intangible assets234,000 (13,500)220,500 
Other long-term assets1,396 — 1,396 
Total$346,796 $(12,741)$334,055 
Liabilities:
Accounts payable$10,108 $— $10,108 
Accrued rebates, returns and discounts21,025 — 21,025 
Accrued liabilities36,509 (2,343)34,166 
Other current liabilities784 — 784 
Deferred taxes34,250 (30,254)3,996 
Other long-term liabilities11,103 — 11,103 
Total$113,779 $(32,597)$81,182 
Total Spectrum net assets acquired (1)
$233,017 $19,856 $252,873 
Goodwill$19,856 $(19,856)$— 

(1)Application of the acquisition method required the Company to adjust Spectrum assets and liabilities as of the Effective Date, including certain liabilities for variable consideration associated with ROLVEDON, to reflect conformity of Spectrum’s accounting policies to those of Assertio. Liabilities assumed include certain bonuses owed to former Spectrum executives under the terms of existing employment agreements triggered by the consummation of the Spectrum Merger.
(2)Adjustments made to the preliminary purchase price allocation to fair value primarily reflect completion of studies and other analysis necessary to determine the income tax effects of the net identifiable assets acquired and further refinement of the assumptions used in the valuation supporting the ROLVEDON product rights. These adjustments did not materially impact the Consolidated Statement of Comprehensive (Loss) Income.

The income approach was primarily used to value the acquired intangible assets, representing rights to Spectrum’s product ROLVEDON. Significant assumptions include the amount and timing of projected future cash flows; the discount rate selected to measure the inherent risk of future cash flows; and the assessment of the product’s life cycle and the competitive trends impacting the product. The ROLVEDON product rights will be amortized on a straight-line basis over its estimated useful life of 10 years.

There were no acquisition costs related to the Spectrum Merger recognized for the three months ended March 31, 2024.
The following unaudited pro forma information represents the Company’s results of operations as if the Spectrum Merger had been completed as of January 1, 2023, (in thousands) and includes nonrecurring adjustments for additional costs of sales from the fair value step-up of inventories and transaction costs. The disclosure of pro forma net sales and net loss does not purport to indicate the results that would actually have been obtained had the Spectrum Merger been completed on the assumed date for the periods presented, or which may be realized in the future. The unaudited pro forma information does not reflect any operating efficiencies or cost savings that may be realized from the integration of the acquisition.

Three Months Ended
March 31, 2023
Total revenues$58,081 
Net loss(13,944)
v3.24.1.u1
REVENUE
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
 
Disaggregated Revenue
 
The following table reflects total revenue, net for the three months ended March 31, 2024 and 2023 (in thousands): 
Three Months Ended March 31,
20242023
Product sales, net:
ROLVEDON$14,478 $— 
INDOCIN products8,682 30,346 
Sympazan2,617 2,502 
Otrexup2,882 2,822 
SPRIX1,437 1,889 
CAMBIA1,256 2,264 
Other products510 1,946 
Total product sales, net31,862 41,769 
Royalties and milestone revenue586 697 
Total revenues$32,448 $42,466 
Product Sales, net

As a result of the Spectrum Merger, the Company began recognizing ROLVEDON sales in August 2023.

Other net product sales for the three months ended March 31, 2023 include product sales for OXAYDO and Zipsor. The Company ceased OXAYDO product sales beginning in September 2023.
Royalties and Milestone Revenue

In November 2010, the Company entered into a license agreement granting Miravo the rights to commercially market CAMBIA in Canada. Miravo independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. The Company recognized royalties revenue related to the CAMBIA licensing agreement of $0.6 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively.

The Company recognized no milestone revenue associated with the completion of certain service milestones for the three months ended March 31, 2024, and $0.2 million for the three months ended March 31, 2023.
v3.24.1.u1
ACCOUNTS RECEIVABLES, NET
 3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
ACCOUNTS RECEIVABLES, NET ACCOUNTS RECEIVABLES, NET
 
As of March 31, 2024 and December 31, 2023, accounts receivable, net, consisted entirely of receivables related to product sales, net of allowances for cash discounts for prompt payment of $0.4 million and $0.9 million, respectively.
v3.24.1.u1
INVENTORIES, NET
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES, NET INVENTORIES, NET
 
The following table reflects the components of inventory, net as of March 31, 2024 and December 31, 2023 (in thousands): 
 March 31, 2024December 31, 2023
Raw materials$18,872 $10,537 
Work-in-process2,452 2,239 
Finished goods17,278 24,910 
Total inventories, net$38,602 $37,686 
The Company writes down the value of inventory for potential excess or obsolete inventories based on an analysis of inventory on hand and projected demand. As of March 31, 2024 and December 31, 2023, inventory reserves were $7.3 million and $6.8 million, respectively.
v3.24.1.u1
PREPAID AND OTHER CURRENT ASSETS
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
PREPAID AND OTHER CURRENT ASSETS PREPAID AND OTHER CURRENT ASSETS
The following table reflects prepaid and other current as of March 31, 2024 and December 31, 2023 (in thousands): 

March 31, 2024December 31, 2023
Prepaid assets and deposits$10,222 $11,973 
Other current assets297 299 
Total prepaid and other current assets$10,519 $12,272 

In August 2018, the Company entered into a Convertible Secured Note Purchase Agreement (the “Note Agreement”) with NES Therapeutic, Inc. (“NES”), pursuant to which it purchased a Convertible Secured Promissory Note (the “NES Note”). The Company’s investment in the NES Note, which is included in other current assets, is accounted for as a loan receivable and is valued at amortized cost. As of both March 31, 2024 and December 31, 2023, the Company has assessed an estimated $3.5 million expected credit loss reserve on its investment based on its evaluation of probability of default that exists. The expected credit loss reserve recognized in each period represents the entire aggregate principal amount and outstanding interest incurred on the NES Note as of both March 31, 2024 and December 31, 2023.
v3.24.1.u1
PROPERTY AND EQUIPMENT, NET
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
 
The following table reflects property and equipment, net as of March 31, 2024 and December 31, 2023 (in thousands): 

March 31, 2024December 31, 2023
Furniture and office equipment$1,908 $1,908 
Laboratory equipment20 20 
Leasehold improvements3,473 2,945 
Construction in progress— 528 
5,401 5,401 
Less: Accumulated depreciation(4,697)(4,631)
Property and equipment, net$704 $770 
 
Depreciation expense was $0.1 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. Depreciation expense is recognized in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss.
v3.24.1.u1
INTANGIBLE ASSETS
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS INTANGIBLE ASSETS
The following table reflects the gross carrying amounts and net book values of intangible assets as of March 31, 2024 and December 31, 2023 (dollar amounts in thousands): 

 March 31, 2024December 31, 2023
Products rights:Remaining Useful Life
 (In years)		Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationImpairmentNet Book Value
ROLVEDON9.3$63,405 $(6,787)$56,618 $220,500 $(5,270)$(157,095)$58,135 
INDOCIN1.865,606 (47,413)18,193 154,100 (44,814)(88,494)20,792 
Sympazan10.614,550 (1,718)12,832 14,550 (1,415)— 13,135 
Otrexup5.716,364 (10,364)6,000 44,086 (10,103)(27,723)6,260 
SPRIX3.132,673 (20,615)12,058 39,000 (19,663)(6,327)13,010 
Total intangible Assets $192,598 $(86,897)$105,701 $472,236 $(81,265)$(279,639)$111,332 

Amortization expense was $5.6 million and $6.3 million for the three months ended March 31, 2024 and 2023, respectively.

The following table reflects future amortization expense the Company expects for its intangible assets (in thousands): 

Year Ending December 31,Estimated
Amortization Expense
2024 (remainder)16,894 
202522,526 
202612,130 
20279,909 
20288,322 
Thereafter35,920 
Total$105,701 

During the three months ended March 31, 2024, the Company’s market capitalization declined to below the book value of the Company’s equity, which management determined represented an indicator of impairment with respect to its long-lived assets. Applying the relevant accounting guidance, the Company first assessed the recoverability of its long-lived assets. Similar to its previous assessment in the fourth quarter of 2023, as described in the Company’s 2023 Form 10-K, management concluded it was appropriate to group its assets at the product level. After grouping the long-lived assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other assets and liabilities, the Company estimated the future net undiscounted cash flows expected to be generated from the use of the long-lived asset groups and their eventual disposition. The Company then compared the estimated undiscounted cash flows to the carrying amounts of the long-lived asset groups. Based on this test, the Company determined that the estimated undiscounted cash flows were in excess of the carrying amounts for all of the long-lived asset groups and, accordingly, that the long-lived asset groups are fully recoverable and no adjustment to their carrying values was required.
v3.24.1.u1
OTHER LONG-TERM ASSETS
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER LONG-TERM ASSETS OTHER LONG-TERM ASSETS
 
The following table reflects other long-term assets as of March 31, 2024 and December 31, 2023 (in thousands): 

 March 31, 2024December 31, 2023
Operating lease right-of-use assets$1,234 $1,269 
Prepaid asset and deposits1,155 1,289 
Other 697 697 
Total other long-term assets$3,086 $3,255 
v3.24.1.u1
ACCRUED LIABILITIES
 3 Months Ended
Mar. 31, 2024
Accounts Payable and Accrued Liabilities, Current [Abstract]  
ACCRUED LIABILITIES ACCRUED LIABILITIES
 
The following table reflects accrued liabilities as of March 31, 2024 and December 31, 2023 (in thousands): 

 March 31, 2024December 31, 2023
Accrued compensation$1,452 $2,438 
Accrued restructuring costs (See Note 20)
3,368 4,378 
Other accrued liabilities9,123 9,492 
Interest payable217 867 
Accrued royalties1,241 1,038 
Total accrued liabilities$15,401 $18,213 
v3.24.1.u1
DEBT
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
 
The following table reflects the Company’s debt as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024December 31, 2023
6.5% Convertible Senior Secured Notes due 2027 principal amount
$40,000$40,000
Plus: derivative liability for embedded conversion feature308308
Less: unamortized debt issuance costs(1,687)(1,794)
Carrying value38,62138,514
Less: current portion of long-term debt——
Long-term debt, net$38,621$38,514


6.5% Convertible Senior Notes due 2027

On August 22, 2022, Assertio entered into a purchase agreement (the “Purchase Agreement”), with U.S. Bank Trust Company as the trustee (the “2027 Convertible Note Trustee”) of the initial purchasers (the “Initial Purchasers”) to issue $60.0 million in aggregate principal amount of 6.5% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”). Under the Purchase Agreement, the Initial Purchasers were also granted an overallotment option to purchase up to an additional $10.0 million aggregate principal amount of the 2027 Convertible Notes solely to cover overallotment (the “Overallotment Option”) within a 13-day period from the date the initial 2027 Convertible Notes were issued. On August 24, 2022, the Initial Purchasers exercised the Overallotment Option in full for the $10.0 million aggregate principal of additional 2027 Convertible Notes. The 2027 Convertible Notes are senior unsecured obligations of the Company.

On February 27, 2023, the Company completed a privately negotiated exchange of $30.0 million principal amount of the 2027 Convertible Notes (the “Convertible Note Exchange”). As a result of the Convertible Note Exchange in the first quarter of 2023, the Company recorded an induced conversion expense of approximately $8.8 million and direct transaction costs of approximately $1.1 million, the total of which is reported in Debt-related expenses in the Company’s Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2023. The induced conversion expense represents the fair value of the consideration transferred in the Convertible Note Exchange in excess of the fair value of common stock issuable under the original terms of the 2027 Convertible Notes.

The terms of the 2027 Convertible Notes are governed by an indenture dated August 25, 2022 (the “2027 Convertible Note Indenture”). The terms of the 2027 Convertible Notes allow for conversion into the Company’s common stock, cash, or a combination of cash and common stock, at the Company’s election only, at an initial conversion rate of 244.2003 shares of the Company’s common stock per $1,000 principal amount (equal to an initial conversion price of approximately $4.09 per share), subject to adjustments specified in the 2027 Convertible Note Indenture (the “Conversion Rate”). The 2027 Convertible Notes will mature on September 1, 2027, unless earlier repurchased or converted.

The 2027 Convertible Notes bear interest from August 25, 2022, at a rate of 6.5% per annum payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023.
Pursuant to the terms of the Indenture, the Company and its restricted subsidiaries must comply with certain covenants, including mergers, consolidations, and divestitures; guarantees of debt by subsidiaries; issuance of preferred and/or disqualified stock; and liens on the Company’s properties or assets. The Company was in compliance with its covenants with respect to the 2027 Convertible Notes as of March 31, 2024.

The following table reflects the carrying balance of the 2027 Convertible Notes as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024December 31, 2023
Principal balance$40,000 $40,000 
Derivative liability for embedded conversion feature308 308 
Unamortized debt issuance costs(1,687)(1,794)
Carrying balance$38,621 $38,514 

The debt issuance costs incurred related to the 2027 Convertible Notes are recognized as a debt discount and are being amortized as interest expense over the term of the 2027 Convertible Notes using the effective interest method, with an effective interest rate determined to be 7.8%. During each of the three months ended March 31, 2024 and 2023, the Company amortized $0.1 million of the debt discount on the 2027 Convertible Notes.

The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. See Note 18, Fair Value, for further details around the estimated fair value of the derivative liability. All of the other embedded features of the 2027 Convertible Notes were clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s financial statements.
    
Interest Expense

The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,
20242023
Interest on 2027 Convertible Notes$650$975
Amortization of debt issuance costs107147
Total interest expense$757$1,122
v3.24.1.u1
OTHER LONG-TERM LIABILITIES
 3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
OTHER LONG-TERM LIABILITIES OTHER LONG-TERM LIABILITIES
The following table reflects other long-term liabilities as of March 31, 2024 and December 31, 2023 (in thousands):
 March 31, 2024December 31, 2023
ROLVEDON product royalties$9,224 $9,224 
Noncurrent operating lease liabilities1,350 1,470 
Liability for uncertain tax provisions4,620 4,553 
Deferred employee retention credits1,212 1,212 
Total other long-term liabilities$16,406 $16,459 
v3.24.1.u1
STOCK-BASED COMPENSATION
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
    
The Company’s stock-based compensation generally includes time-based restricted stock units (“RSU”) and options, as well as performance-based RSUs and options.

For the three months ended March 31, 2024 and 2023, stock-based compensation of $1.2 million and $2.4 million, respectively, was recognized in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Loss.

During the three months ended March 31, 2024, the Company granted 0.9 million RSUs at a weighted-average fair market value of $0.80 per share, and 3.0 million options at a weighted-average fair market value of $0.77 per share. During the three months ended March 31, 2023, the Company granted 0.5 million RSUs at a weighted-average fair market value of $5.15 per share, and 0.6 million options at a weighted-average fair market value of $4.39 per share.
v3.24.1.u1
LEASES
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
LEASES LEASES
As of March 31, 2024, the Company has a non-cancelable operating lease for its corporate office, which is located in Lake Forest, Illinois (the “Lake Forest Lease”). On May 1, 2023, the Company amended the Lake Forest Lease to reduce the size of leased premises and extend the term of the lease through December 31, 2030. Additionally, in connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee.

The following table reflects lease expense and income for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
Financial Statement Classification20242023
Operating lease costSelling, general and administrative expenses$66 $39 
The following table reflects supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$282 $104 
The following table reflects supplemental balance sheet information related to leases as of March 31, 2024 and December 31, 2023 (in thousands):
Financial Statement ClassificationMarch 31, 2024December 31, 2023
Assets
Operating lease right-of-use assetsOther long-term assets$1,234 $1,269 
Liabilities
Current operating lease liabilitiesOther current liabilities$797 $928 
Noncurrent operating lease liabilitiesOther long-term liabilities1,350 1,470 
Total lease liabilities$2,147 $2,398 
LEASES LEASES
As of March 31, 2024, the Company has a non-cancelable operating lease for its corporate office, which is located in Lake Forest, Illinois (the “Lake Forest Lease”). On May 1, 2023, the Company amended the Lake Forest Lease to reduce the size of leased premises and extend the term of the lease through December 31, 2030. Additionally, in connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee.

The following table reflects lease expense and income for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
Financial Statement Classification20242023
Operating lease costSelling, general and administrative expenses$66 $39 
The following table reflects supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$282 $104 
The following table reflects supplemental balance sheet information related to leases as of March 31, 2024 and December 31, 2023 (in thousands):
Financial Statement ClassificationMarch 31, 2024December 31, 2023
Assets
Operating lease right-of-use assetsOther long-term assets$1,234 $1,269 
Liabilities
Current operating lease liabilitiesOther current liabilities$797 $928 
Noncurrent operating lease liabilitiesOther long-term liabilities1,350 1,470 
Total lease liabilities$2,147 $2,398 
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Jubilant HollisterStier Manufacturing and Supply Agreement

In connection with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”), the Company assumed a Manufacturing and Supply Agreement (the “Jubilant HollisterStier Agreement”) with Jubilant HollisterStier LLC (“JHS”) pursuant to which the Company engaged JHS to provide certain services related to the manufacture and supply of SPRIX for the Company’s commercial use. Under the Jubilant HollisterStier Agreement, JHS is responsible for supplying a minimum of 75% of the Company’s annual requirements of SPRIX. The Company agreed to purchase a minimum number of batches of SPRIX per calendar year from JHS over the term of the Jubilant HollisterStier Agreement. Total annual commitments to JHS are approximately $1.5 million.

Antares Supply Agreement

In connection with the Otrexup acquisition, the Company entered into a supply agreement with Antares pursuant to which Antares will manufacture and supply the finished Otrexup products (the “Antares Supply Agreement”). Under the Antares Supply Agreement, the Company has agreed to annual minimum purchase obligations from Antares, which approximate $2.0 million annually. The Antares Supply Agreement has an initial term through December 2031 with renewal terms beyond.

Hanmi Supply Agreement

In connection with the Spectrum Merger, the Company assumed a Manufacturing and Supply Agreement (the “Hanmi Agreement”) with Hanmi Pharmaceutical Co. Ltd. (“Hanmi”) pursuant to which the Company engaged Hanmi to provide certain services related to the manufacture and supply of ROLVEDON for the Company’s commercial use. The Company has agreed to purchase a minimum number of batches totaling approximately $19.1 million in 2024 and $3.8 million in 2025. The Company has purchased $8.4 million of inventory from Hanmi during the three months ended March 31, 2024.

General
The Company is currently involved in various lawsuits, claims, investigations and other legal proceedings that arise in the ordinary course of business. The Company recognizes a loss contingency provision in its financial statements when it concludes that a contingent liability is probable, and the amount thereof is estimable. Costs associated with the Company’s involvement in legal proceedings are expensed as incurred. Amounts accrued for legal contingencies are based on management’s best estimate of a loss based upon the status of the cases described below, assessments of the likelihood of damages, and the advice of counsel and often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. As of both March 31, 2024 and December 31, 2023, the Company had a legal contingency accrual of approximately $3.2 million. The Company continues to monitor each matter and adjust accruals as warranted based on new information and further developments in accordance with ASC 450-20-25. For matters discussed below for which a loss is not probable, or a probable loss cannot be reasonably estimated, no liability has been recorded. Provisions for loss contingencies are recorded in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss and the related accruals are recorded in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets.

Other than matters disclosed below, the Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of its business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. The Company may also become party to further litigation in federal and state courts relating to opioid drugs. Although actions, claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, other than the matters set forth below, the Company is not currently involved in any matters that the Company believes may have a material adverse effect on its business, results of operations, cash flows or financial condition. However, regardless of the outcome, litigation can have an adverse impact on the Company because of associated cost and diversion of management time.
Glumetza Antitrust Litigation
Antitrust class actions and related direct antitrust actions were filed in the U.S. District Court for the Northern District of California against the Company and several other defendants relating to its former drug Glumetza®. The plaintiffs sought to represent a putative class of direct purchasers of Glumetza. In addition, several retailers, including CVS Pharmacy, Inc., Rite Aid Corporation, Walgreen Co., the Kroger Co., the Albertsons Companies, Inc., H-E-B, L.P., and Hy-Vee, Inc. (the “Retailer Plaintiffs”), filed substantially similar direct purchaser antitrust claims in the same District Court.

On July 30, 2020, Humana Inc. (“Humana”) also filed a complaint against the Company and several other defendants in the U.S. District Court for the Northern District of California alleging similar claims related to Glumetza. The claims asserted by Humana in its federal case were ultimately withdrawn, and analogous claims were instead asserted by Humana in an action it filed in the Superior Court of the State of California for the County of Alameda on February 8, 2021, and subsequently amended in September 2021. Additionally, on April 5, 2022, Health Care Service Corporation (“HCSC”) filed a complaint against the Company and the same other defendants in the California Superior Court of Alameda alleging similar claims related to Glumetza.

These antitrust cases arise out of a Settlement and License Agreement (the “Settlement”) that the Company, Santarus, Inc. (“Santarus”) and Lupin Limited (“Lupin”) entered into in February 2012 that resolved patent infringement litigation filed by the Company against Lupin regarding Lupin’s Abbreviated New Drug Application for generic 500 mg and 1000 mg tablets of Glumetza. The antitrust plaintiffs allege, among other things, that the Settlement violated the antitrust laws because it allegedly included a “reverse payment” that caused Lupin to delay its entry in the market with a generic version of Glumetza. The alleged “reverse payment” is an alleged commitment on the part of the settling parties not to launch an authorized generic version of Glumetza for a certain period. The antitrust plaintiffs allege that the Company and its co-defendants, which include Lupin as well as Bausch Health (the alleged successor in interest to Santarus), are liable for damages under the antitrust laws for overcharges that the antitrust plaintiffs allege they paid when they purchased the branded version of Glumetza due to delayed generic entry. Plaintiffs seek treble damages for alleged past harm, attorneys’ fees and costs.

On September 14, 2021, the Retailer Plaintiffs voluntarily dismissed all claims against the Company pursuant to a settlement agreement with the Company in return for $3.15 million. On February 3, 2022, the District Court issued its final order approving a settlement of the direct purchaser class plaintiffs’ claims against the Company in return for $3.85 million.

With respect to the California state court lawsuits, on November 24, 2021, the state court granted in part and denied in part a demurrer by the defendants in the Humana action. That case was consolidated in November 2022 with the HCSC action for pre-trial and trial purposes. On July 5, 2023, the state court denied a motion for judgment on the pleadings filed by the defendants in the Humana action. These California state cases are now in the midst of discovery, and trial is scheduled for December 2024.

The Company intends to defend itself vigorously in the consolidated California state court lawsuits. A liability for this matter has been recorded in the financial statements.

Opioid-Related Request and Subpoenas

As a result of the greater public awareness of the public health issue of opioid abuse, there has been increased scrutiny of, and investigation into, the commercial practices of opioid manufacturers generally by federal, state, and local regulatory and governmental agencies. In March 2017, Assertio Therapeutics received a letter from then-Sen. Claire McCaskill (D-MO), the then-Ranking Member on the U.S. Senate Committee on Homeland Security and Governmental Affairs, requesting certain information regarding Assertio Therapeutics’ historical commercialization of opioid products. Assertio Therapeutics voluntarily furnished information responsive to Sen. McCaskill’s request. Since 2017, Assertio Therapeutics has received and responded to subpoenas from the U.S. Department of Justice (“DOJ”) seeking documents and information regarding its historical sales and marketing of opioid products. Assertio Therapeutics has also received and responded to subpoenas or civil investigative demands focused on its historical promotion and sales of Lazanda, NUCYNTA, and NUCYNTA ER from various state attorneys general seeking documents and information regarding Assertio Therapeutics’ historical sales and marketing of opioid products. In addition, Assertio Therapeutics received and responded to a subpoena from the State of California Department of Insurance (“CDI”) seeking information relating to its historical sales and marketing of Lazanda. The CDI subpoena also sought information on Gralise, a non-opioid product formerly in Assertio Therapeutics’ portfolio. In addition, Assertio Therapeutics received and responded to a subpoena from the New York Department of Financial Services seeking information relating to its historical sales and marketing of opioid products. The Company has also received a subpoena from the New York Attorney General in May 2023, pursuant to which the New York Attorney General is seeking information concerning the sales and marketing of opioid products (Lazanda, NUCYNTA, NUCYNTA ER, and OXAYDO) by Assertio Therapeutics and Zyla. The
Company also from time to time receives and responds to subpoenas from governmental authorities related to investigations primarily focused on third parties, including healthcare practitioners. The Company is cooperating with the foregoing governmental investigations and inquiries.

In July 2022, the Company became aware that the DOJ issued a press release stating that it had settled claims against a physician whom the DOJ alleged had received payments for paid speaking and consulting work from two pharmaceutical companies, including Depomed, Inc. (“Depomed,” now known as Assertio Therapeutics), in exchange for prescribing certain of the companies’ respective products. As part of the settlement, the physician did not admit liability for such claims and the press release stated that there has been no determination of any liability for such claims. The Company denies any wrongdoing and disputes the DOJ’s characterization of the payments from Depomed.

Multidistrict and Other Federal Opioid Litigation
A number of pharmaceutical manufacturers, distributors and other industry participants have been named in numerous lawsuits around the country brought by various groups of plaintiffs, including city and county governments, hospitals, individuals and others. In general, the lawsuits assert claims arising from defendants’ manufacturing, distributing, marketing and promoting of FDA-approved opioid drugs. The specific legal theories asserted vary from case to case, but the lawsuits generally include federal and/or state statutory claims, as well as claims arising under state common law. Plaintiffs seek various forms of damages, injunctive and other relief and attorneys’ fees and costs.
For such cases filed in or removed to federal court, the Judicial Panel on Multi-District Litigation issued an order in December 2017, establishing a Multi-District Litigation court (“MDL Court”) in the Northern District of Ohio (In re National Prescription Opiate Litigation, Case No. 1:17-MD-2804). Since that time, more than 2,000 such cases that were originally filed in U.S. District Courts, or removed to federal court from state court, have been filed in or transferred to the MDL Court. Assertio Therapeutics is currently involved in a subset of the lawsuits that have been filed in or transferred to the MDL Court. Assertio Holdings has also been named in six such cases. In April 2022, the Judicial Panel on Multi-District Litigation issued an order stating that it would no longer transfer new opioid cases to the MDL Court. Since that time, Assertio Therapeutics has been named in lawsuits pending in federal courts outside of the MDL Court (in Georgia and New York). Plaintiffs may file additional lawsuits in which the Company may be named, and plaintiffs may also seek leave to add the Company to lawsuits already on file in the MDL Court. Plaintiffs in the pending federal cases involving Assertio Therapeutics or Assertio Holdings include individuals; county, municipal and other governmental entities; employee benefit plans, health insurance providers and other payors; hospitals, health clinics and other health care providers; Native American tribes; and non-profit organizations who assert, for themselves and in some cases for a putative class, federal and state statutory claims and state common law claims, such as conspiracy, nuisance, fraud, negligence, gross negligence, negligent and intentional infliction of emotional distress, deceptive trade practices, and products liability claims (defective design/failure to warn). In these cases, plaintiffs seek a variety of forms of relief, including actual damages to compensate for alleged personal injuries and for alleged past and future costs such as to provide care and services to persons with opioid-related addiction or related conditions, injunctive relief, including to prohibit alleged deceptive marketing practices and abate an alleged nuisance, establishment of a compensation fund, establishment of medical monitoring programs, disgorgement of profits, punitive and statutory treble damages, and attorneys’ fees and costs. No trial date has been set for any of these lawsuits, which are at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters.
State Opioid Litigation

Related to the federal cases noted above, there have been hundreds of similar lawsuits filed in state courts around the country, in which various groups of plaintiffs assert opioid-drug related claims against similar groups of defendants. Assertio Therapeutics is currently named in a subset of those cases, including cases in Delaware, Missouri, Pennsylvania, Texas and Utah. Assertio Holdings is named as a defendant in one of these cases in Pennsylvania. Plaintiffs may file additional lawsuits in which the Company may be named. In the pending cases involving Assertio Therapeutics or Assertio Holdings, plaintiffs are asserting state common law and statutory claims against the defendants, and the majority of those cases are similar in nature to the claims asserted in the MDL cases. Plaintiffs are seeking actual damages, disgorgement of profits, injunctive relief, punitive and statutory treble damages, and attorneys’ fees and costs. The state lawsuits in which Assertio Therapeutics or Assertio Holdings has been served are generally each at an early stage of proceedings. Assertio Therapeutics and Assertio Holdings intend to defend themselves vigorously in these matters.

Insurance Litigation

On January 15, 2019, Assertio Therapeutics was named as a defendant in a declaratory judgment action filed by Navigators Specialty Insurance Company (“Navigators”) in the U.S. District Court for the Northern District of California (Case No. 3:19-cv-255). Navigators was Assertio Therapeutics’ primary product liability insurer. Navigators was seeking declaratory
judgment that opioid litigation claims noticed by Assertio Therapeutics (as further described above under “Multidistrict and Other Federal Opioid Litigation” and “State Opioid Litigation”) are not covered by Assertio Therapeutics’ life sciences liability policies with Navigators. On February 3, 2021, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Navigators to resolve the declaratory judgment action and Assertio Therapeutics’ counterclaims. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed without prejudice.

During the first quarter of 2021, Assertio Therapeutics received $5.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2021.

On July 16, 2021, Assertio Therapeutics filed a complaint for declaratory relief against one of its excess products liability insurers, Lloyd’s of London Newline Syndicate 1218 and related entities (“Newline”), in the Superior Court of the State of California for the County of Alameda. Newline removed the case to the U.S. District Court for the Northern District of California (Case No. 3:21-cv-06642). Assertio Therapeutics was seeking a declaratory judgment that Newline has a duty to defend Assertio Therapeutics or, alternatively, to reimburse Assertio Therapeutics’ attorneys’ fees and other defense costs for opioid litigation claims noticed by Assertio Therapeutics. On May 18, 2022, Assertio Therapeutics entered into a Confidential Settlement Agreement and Mutual Release with Newline to resolve Assertio Therapeutics’ declaratory judgment action. Pursuant to the Settlement Agreement, the parties settled and the coverage action was dismissed with prejudice.

During the second quarter of 2022, Assertio Therapeutics received $2.0 million in insurance reimbursement for previous opioid-related spend, which was recognized within Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2022.

On April 1, 2022, Assertio Therapeutics filed a complaint against its former insurance broker, Woodruff-Sawyer & Co. (“Woodruff”), in the Superior Court of the State of California for the County of Alameda (Case No. 22CV009380). Assertio Therapeutics alleged claims for negligence and breach of fiduciary duty in connection with Woodruff’s negotiation and procurement of products liability insurance coverage for Assertio Therapeutics. On April 26, 2024, Assertio Therapeutics and Woodruff executed a binding settlement term sheet to resolve Assertio Therapeutics’ claims.

Stockholder Actions

Shapiro v. Assertio Holdings, Inc., et al., U.S. District Court, Northern District of Illinois, Case No. 1:24-cv-00169. On January 5, 2024, this putative securities class action lawsuit was filed by a purported shareholder, alleging that Assertio and certain of its current and former executive officers made false or misleading statements and failed to disclose material facts regarding the likely impact of INDOCIN sales and the Spectrum Merger on Assertio’s profitability in violation of Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act of 1934, as amended (the “Exchange Act”). On April 11, 2024, the court appointed Continental General Insurance Company as the lead plaintiff. The Company intends to vigorously defend itself in this matter.

Edwards v. Assertio Holdings, Inc., et al., Court of Chancery of the State of Delaware, Case No. 2024-0151. On February 19, 2024, this putative securities class action lawsuit was filed by a purported shareholder, alleging that certain former officers and directors of Spectrum breached their fiduciary duties in connection the Spectrum Merger, and that Guggenheim Securities LLC and Assertio aided and abetted such fiduciary duty breaches. The Company intends to vigorously defend itself in this matter.

Jung v. Peisert, et al., U.S. District Court, Delaware, Case No. 1:24-cv-00383-UNA. On March 26, 2024, this putative stockholder derivative action was filed against the Company (as a nominal defendant) and certain of its current and former executive offers and directors. The stockholder derivative complaint alleges, inter alia, that certain of the Company’s current and former executive officers and directors are liable to the Company, pursuant to Section 10(b) and 21(d) of the Exchange Act for contribution and indemnification, relating to allegedly false or misleading statements and alleged failure to disclose material facts regarding the likely impact of INDOCIN sales and the Spectrum Merger on the Company’s profitability. The complaint further alleges that certain of the Company’s current and former officers and directors breached their fiduciary duties, and that certain of the Company’s directors negligently violated Section 14(a) of the Exchange Act, by allegedly causing such false or misleading statements to be issued and/or failing to disclose material facts about such matters. The allegations state that as a result of the violations, certain of the Company’s current and former executive officers and directors committed acts of gross mismanagement, abuse of control, or were unjustly enriched. The plaintiffs generally seek corporate reforms, damages, interest, costs, attorneys’ fees, and other unspecified equitable relief.
Luo v. Spectrum Pharmaceuticals, Inc., et al., U.S. District Court, District of Nevada, Case No. 2:21-cv-01612. On August 31, 2021, this putative securities class action lawsuit was filed by a purported shareholder, alleging that Spectrum and certain of its former executive officers and directors made false or misleading statements and failed to disclose material facts about Spectrum’s business and the prospects of approval for its Biologic License Application (“BLA”) to the FDA for eflapegrastim (ROLVEDON) in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act. On November 1, 2021, four individuals and one entity filed competing motions to be appointed lead plaintiff and for approval of counsel. On July 28, 2022, the Court appointed a lead plaintiff and counsel for the putative class. On September 26, 2022, an amended complaint was filed alleging, inter alia, false and misleading statements with respect to ROLVEDON manufacturing operations and controls and adding allegations that defendants misled investors about the efficacy of, clinical trial data and market need for poziotinib during a Class Period of March 7, 2018 to August 5, 2021. The amended complaint seeks damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the Court. On November 30, 2022, the defendants filed a motion to dismiss the amended complaint, which was fully briefed as of February 27, 2023. On February 6, 2024, the Court held a hearing on the motion to dismiss and issued an order dismissing the lawsuit without prejudice to the lead plaintiff’s ability to replead their claims. The lead plaintiff filed a further amended complaint on March 29, 2024. The Company intends to vigorously defend itself in this matter.

Christiansen v. Spectrum Pharmaceuticals, Inc. et al., Case No. 1:22-cv-10292 (filed December 5, 2022 in the U.S. District Court for the Southern District of New York) (the “New York Action”). Three additional related putative securities class action lawsuits were subsequently filed by Spectrum shareholders against Spectrum and certain of its former executive officers in the U.S. District Court for the Southern District of New York: Osorio-Franco v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10292 (filed December 5, 2022); Cummings v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:22-cv-10677 (filed December 19, 2022); and Carneiro v. Spectrum Pharmaceuticals, Inc., et al., Case No. 1:23-cv-00767 (filed January 30, 2023). These three New York lawsuits allege that Spectrum and certain of its former executive officers made false or misleading statements about, inter alia, the safety and efficacy of and clinical trial data for poziotinib in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Exchange Act, and seek remedies including damages, interest, costs, attorneys’ fees, and such other relief as may be determined by the Court. On February 15, 2023, the Court consolidated the three New York lawsuits. On March 21, 2023, the Court entered an order designating Steven Christiansen as the lead plaintiff. Lead plaintiff Christiansen filed an amended consolidated complaint in the New York Action under the caption Christiansen v. Spectrum Pharmaceuticals, Inc, et al., on May 30, 2023, alleging a Class Period between March 17, 2022 and September 2022. The defendants filed a motion to dismiss the consolidated New York Action on July 25, 2023, which was fully briefed as of October 19, 2023. On January 23, 2024, the Court granted the motion to dismiss in part as to five of the challenged statements but denied the motion to dismiss as to two specific statements. The Company filed its answer to the complaint on March 8, 2024. The Company intends to vigorously defend itself in this matter.

Csaba v. Turgeon, et. al (filed December 15, 2021 in the U.S. District Court District of Nevada); Shumacher v. Turgeon, et. al (filed March 15, 2022 in the U.S. District Court District of Nevada); Johnson v. Turgeon, et. al (filed March 29, 2022 in the U.S. District Court District of Nevada); Raul v. Turgeon, et. al (filed April 28, 2022 in the U.S. District Court District of Delaware); and Albayrak v. Turgeon, et. al (filed June 9, 2022 in the U.S. District Court District of Nevada). These putative stockholder derivative actions were filed against Spectrum (as a nominal defendant) and certain of Spectrum’s former executive officers and directors. The stockholder derivative complaints allege, inter alia, that certain of Spectrum’s former executive officers are liable to Spectrum, pursuant to Section 10(b) and 21(d) of the Exchange Act for contribution and indemnification, if they are deemed (in the Luo class action), to have made false or misleading statements and failed to disclose material facts about Spectrum’s business and the prospects of approval for its BLA to the FDA for eflapegrastim. The complaints generally but not uniformly further allege that certain of Spectrum’s former officers and directors breached their fiduciary duties, and certain of Spectrum’s former directors negligently violated Section 14(a) of the Exchange Act, by allegedly causing such false or misleading statements to be issued and/or failing to disclose material facts about Spectrum’s business and the prospects of approval for its BLA to the FDA for eflapegrastim. The allegations state that as a result of the violations, certain of Spectrum’s former executive officers and directors committed acts of gross mismanagement, abuse of control, or were unjustly enriched. The plaintiffs generally seek corporate reforms, damages, interest, costs, attorneys’ fees, and other unspecified equitable relief. The parties have agreed to stay these derivative actions until there is a decision in the Luo Nevada securities class action either denying a motion to dismiss in whole or in part, or dismissing that securities class action with prejudice.
v3.24.1.u1
SHAREHOLDERS EQUITY
 3 Months Ended
Mar. 31, 2024
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS EQUITY SHAREHOLDERS EQUITY
Issuance of Common Stock in the Spectrum Merger

Pursuant to the Merger Agreement, shares of Spectrum common stock issued and outstanding immediately prior to the Effective Date, as well as Spectrum restricted stock units, certain stock appreciation rights, certain options to purchase Spectrum common stock, and warrants to purchase Spectrum common stock, which, in each case, were outstanding immediately prior to the Effective Date and were either vested or became vested as a result of the Spectrum Merger on the Effective Date, were converted into the right to receive fully paid and non-assessable shares of the Company’s common stock based on the exchange ratio as set forth in the Merger Agreement (see Note 2, Acquisitions) and the CVRs. Accordingly, on the Effective Date the Company issued approximately 38.0 million shares of its common stock to the previous holders of Spectrum common stock, net of a fractional share settlement.

Exchanged Convertible Notes

In connection with the Convertible Note Exchange (See Note 11, Debt) in the first quarter of 2023, the Company paid an aggregate of $10.5 million in cash and issued an aggregate of approximately 7.0 million shares of its common stock in partial settlement of the 2027 Convertible Notes (the “Exchanged Notes”). The Company did not receive any cash proceeds from the issuance of the shares of its common stock but recognized additional paid-in capital of $28.3 million during the three months ended March 31, 2023, related to the common stock share issuance, net of approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes.
v3.24.1.u1
NET LOSS PER SHARE
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
NET LOSS PER SHARE NET LOSS PER SHARE
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, plus potentially dilutive common shares, consisting of stock-based awards and equivalents, and convertible debt. For the purposes of this calculation, stock-based awards and convertible debt are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. The Company uses the treasury-stock method to compute diluted earnings per share with respect to its stock-based awards and equivalents. The Company uses the if-converted method to compute diluted earnings per share with respect to its convertible debt. Under the if-converted method, the Company assumes any convertible debt outstanding was converted at the beginning of each period presented when the effect is dilutive. As a result, interest expense, net of tax, and any other income statement impact associated with the 2027 Convertible Notes, net of tax, is added back to net loss used in the diluted earnings per share calculation. Additionally, the diluted shares used in the diluted earnings per share calculation includes the potential dilution effect of the convertible debt if converted into the Company’s common stock. As the Company was in a loss position for the three months ended March 31, 2024 and March 31, 2023, the Company’s potentially dilutive stock-based awards and convertible debt were not included in the computation of diluted net loss per share, because to do so would be anti-dilutive.

The following table reflects the calculation of basic and diluted loss per common share for the three months ended March 31, 2024 and 2023 (in thousands, except for per share amounts):

 Three Months Ended March 31,
20242023
Basic and diluted net loss per share
Net loss$(4,510)$(3,484)
Weighted-average common shares outstanding94,980 51,005 
Basic and diluted net loss per share$(0.05)$(0.07)
 
The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net loss per share, because to do so would be anti-dilutive, for the three months ended March 31, 2024 and 2023 (in thousands):
 Three Months Ended March 31,
20242023
Convertible notes9,768 14,489 
Stock-based awards and equivalents8,422 8,271 
Total potentially dilutive common shares18,190 22,760 
v3.24.1.u1
FAIR VALUE
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE FAIR VALUE
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
 
•Level 1: Quoted prices in active markets for identical assets or liabilities.
•Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table reflects the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $36,518 $— $36,518 
U.S. Government agenciesCash and cash equivalents— 2,750 — 2,750 
Money market fundsCash and cash equivalents40,168 — — 40,168 
Total$40,168 $39,268 $— $79,436 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $2,700 $2,700 
Derivative liabilityLong-term debt— — 308 308 
Total$— $— $3,008 $3,008 

December 31, 2023Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $35,458 $— $35,458 
U.S. Government agenciesCash and cash equivalents— 3,294 — 3,294 
Money market fundsCash and cash equivalents32,534 — — 32,534 
Total$32,534 $38,752 $— $71,286 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $2,700 $2,700 
Derivative liabilityLong-term debt— — 308 308 
Total$— $— $3,008 $3,008 
    
Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity date of purchase of three months or less to be cash equivalents. The Company invests its cash in money market funds and marketable securities including U.S. Treasury and government agency securities, commercial paper, and higher quality debt securities of financial and commercial institutions. The Company classified money market funds as Level 1, due to their short-term maturity, and measured the fair value based on quoted prices in active markets for identical assets. The Company classified commercial paper, U.S. Treasury and government agency securities as Level 2, as the inputs used to value these instruments are directly observable or can be corroborated by observable market data for substantially the full term of the assets.

Contingent Consideration Obligations

Spectrum Merger Contingent Variable Rights

In connection with the Spectrum Merger, the Company issued CVRs (See Note 2, Acquisitions) that represent a contingent consideration obligation which is measured at fair value.

As of both March 31, 2024 and December 31, 2023, the fair value of the Company’s CVR liability related to the Spectrum Merger was determined by the Company to be zero. Accordingly, the Company recognized no expense or benefit for the change in fair value of the CVR contingent consideration during the three months ended March 31, 2024. The fair value of the CVR contingent consideration is determined using a Monte Carlo simulation model under the income approach based on the probability of achievement of ROLVEDON net sales milestones using projections of 2024 and 2025 net sales and discounted to present value. The significant assumptions used in the calculation of the fair value as of March 31, 2024 included updated projections of future ROLVEDON product net sales, which resulted in no probability of achievement under the Monte Carlo simulation.
Zyla Merger Contingent Consideration Obligation

In connection with the Zyla Merger, the Company assumed a contingent consideration obligation which is measured at fair value. The Company has obligations to make contingent consideration payments for future royalties to an affiliate of CR Group L.P. based upon annual INDOCIN product net sales over $20.0 million at a 20% royalty through January 2029. The Company classified the acquisition-related contingent consideration liabilities to be settled in cash as Level 3, due to the lack of relevant observable inputs and market activity. As of both March 31, 2024 and December 31, 2023, the fair value of the INDOCIN product contingent consideration was determined to be $2.7 million and has been classified as current contingent consideration in the Company’s Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2024 and 2023, the Company recognized an expense of zero and $9.2 million, respectively, for the change in fair value of contingent consideration, which was recognized in Change in fair value of contingent consideration in the Company’s Condensed Consolidated Statements of Comprehensive Loss. The fair value of the contingent consideration incurred in the Zyla Merger is determined using an option pricing model under the income approach based on estimated INDOCIN product revenues through January 2029 and discounted to present value. The significant assumptions used in the calculation of the fair value as of March 31, 2024 included revenue volatility of 15%, discount rate of 5.5%, credit spread of 9.2% and projections of future INDOCIN product revenues.

The following table summarizes changes in fair value of the Company’s contingent consideration obligations that are measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023 (in thousands):

 Three Months Ended March 31,
20242023
Fair value, beginning of the period$2,700 $48,500 
Change in fair value of contingent consideration recorded within costs and expenses— 9,167 
Cash payment related to contingent consideration— (6,609)
Fair value, end of the period$2,700 $51,058 

Derivative Liability
The Company determined that an embedded conversion feature included in the 2027 Convertible Notes required bifurcation from the host contract and to be recognized as a separate derivative liability carried at fair value. The estimated fair value of the derivative liability, which represents a Level 3 valuation, was $0.3 million as of both March 31, 2024 and December 31, 2023, and was determined using a binomial lattice model using certain assumptions and consideration of an increased conversion ratio on the underlying convertible notes that could result from the occurrence of certain events. The significant assumption used in the binomial lattice model is a credit spread of 8.8%.

There was no change in the fair value of the derivative liability for the three months ended March 31, 2024 or 2023.

Financial Instruments Not Required to be Remeasured at Fair Value

The Company’s other financial assets and liabilities are not remeasured to fair value, as the carrying cost of each approximates its fair value. As of March 31, 2024, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $33.8 million, compared to a par value of $40.0 million. As of December 31, 2023, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $35.7 million, compared to a par value of $40.0 million. The Company estimated the fair value of its 2027 Convertible Notes as of March 31, 2024 and December 31, 2023 based on a market approach which represents a Level 2 valuation.
v3.24.1.u1
INCOME TAXES
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
As of March 31, 2024, the Company has concluded that it is not more likely than not that it will realize the net deferred tax asset recorded as of March 31, 2024. As a result, the Company has recorded a full valuation allowance against the net deferred tax asset recorded as of March 31, 2024. The valuation allowance is determined in accordance with the provisions of ASC 740, Income Taxes, which require an assessment of both negative and positive evidence when measuring the need for a valuation allowance. The Company primarily relied on its reversing taxable temporary differences to assess its valuation allowance, which resulted in recording a full valuation allowance against our net deferred tax assets during the quarter. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made.

For the three months ended March 31, 2024, the Company recorded an income tax expense of $0.1 million. The difference between the income tax expense and the tax at the federal statutory rate of 21.0% on current year operations is principally due to the impact of the valuation allowance and state income taxes.
v3.24.1.u1
RESTRUCTURING CHARGES
 3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING CHARGES RESTRUCTURING CHARGES
In August 2023, the Company implemented a reorganization plan of its workforce and other resources primarily designed to realize the synergies of the Spectrum Merger (the “Spectrum Reorganization Plan”). The Spectrum Reorganization Plan was primarily focused on the reduction of staff at the Company’s headquarters office and the exit of certain leased facilities and office equipment. The Company expects the recognition of any additional costs and all cash payments under the Spectrum Reorganization Plan to be completed by the end of 2024.

The staff reductions under the Spectrum Reorganization Plan were the result of a distinct severance plan approved by the Company’s Board of Directors and were not executed as part of established Company policies or plans. Total employee compensation costs recognized under the Spectrum Reorganization Plan through March 31, 2024, were approximately $3.3 million. In addition, the leased facilities and office equipment referenced above are not expected to be used for any business purpose, and the Company will not sublease the facilities and office equipment due to the short remaining lease terms. The facility exit costs represent the acceleration of the underlying right-of-use asset amortization to align with the cease use date for the abandoned facilities and office equipment. Total facility exit costs recognized under the Spectrum Reorganization Plan through March 31, 2024, were approximately $1.3 million. There were no remaining facility exit costs expected to be recognized by the Company under the Spectrum Reorganization Plan as of March 31, 2024.

Effective as of January 2, 2024, the Company separated from the service of its former President and Chief Executive Officer. Pursuant to his then existing Management Continuity Agreement with the Company, the former President and Chief Executive Officer was entitled to severance compensation and benefits of approximately $1.5 million, which was recognized as Restructuring charges within the Condensed Consolidated Statement of Comprehensive (Loss) Income for year ended December 31, 2023, the period in which the separation and related severance benefit was determined to be probable. The Company does not expect to recognize any additional restructuring charges related to the separation from the former President and Chief Executive Officer.

The Company recognized restructuring charges of $0.7 million for the three months ended March 31, 2024, all of which related to employee compensation costs. The Company recognized no restructuring charges for the three months ended March 31, 2023.

The following table summarizes the changes in the Company’s accrued restructuring liability for employee compensation costs, which is classified within Accrued liabilities in the Condensed Consolidated Balance Sheets (in thousands):
 Employee compensation costs
Balance as of December 31, 2023$4,378 
Restructuring charges720 
Cash paid(1,730)
Balance as of March 31, 2024$3,368 
v3.24.1.u1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
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 United States (“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 months ended March 31, 2024, are not necessarily indicative of results to be expected for the entire year ending December 31, 2024 or future operating periods.

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, 2023, included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 11, 2024 (the “2023 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the audited financial statements at that date, as filed in the Company’s 2023 Form 10-K.
v3.24.1.u1
ACQUISITIONS (Tables)
 3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Transferred
The following table reflects the components of the consideration transferred in the Spectrum Merger (in thousands, except exchange ratio and per share data):

Assertio shares issued38,013 
Assertio closing price per share as of the Effective Date$5.69 
Fair value of Assertio shares issued$216,294 
Repayment of Spectrum's long-term debt (1)
32,647 
CVRs (2)
3,932 
Total fair value of consideration transferred$252,873 

(1)Represents settlement of Spectrum’s existing long-term debt in connection with the close of the transaction. The Company concluded it did not assume the debt, therefore the amount paid to settle the debt has been accounted for and disclosed as part of the consideration transferred.
(2)Represents the Effective Date fair value of 223,397 CVRs at $0.0176 per CVR issued to holders of Spectrum common stock, employee stock awards and warrants.
Schedule of Assets Acquired and Liabilities Assumed
The following table reflects the fair values of the assets acquired and liabilities assumed at the Effective Date (in thousands). The fair values were based on management’s estimates and assumptions. There were no changes for the three months ended March 31, 2024, to the estimated preliminary fair values of the assets acquired and liabilities assumed. The final determination was completed as of March 31, 2024.

Initial Preliminary Purchase Price Allocation to Fair Value
Adjustments to Purchase Price Allocation to Fair Value (2)
Final Purchase Price Allocation to Fair Value
Assets:
Cash and cash equivalents$34,600 $— $34,600 
Marketable securities2,194 — 2,194 
Accounts receivable50,975 — 50,975 
Inventories22,244 61 22,305 
Prepaid and other current assets1,287 698 1,985 
Property and equipment100 — 100 
Intangible assets234,000 (13,500)220,500 
Other long-term assets1,396 — 1,396 
Total$346,796 $(12,741)$334,055 
Liabilities:
Accounts payable$10,108 $— $10,108 
Accrued rebates, returns and discounts21,025 — 21,025 
Accrued liabilities36,509 (2,343)34,166 
Other current liabilities784 — 784 
Deferred taxes34,250 (30,254)3,996 
Other long-term liabilities11,103 — 11,103 
Total$113,779 $(32,597)$81,182 
Total Spectrum net assets acquired (1)
$233,017 $19,856 $252,873 
Goodwill$19,856 $(19,856)$— 

(1)Application of the acquisition method required the Company to adjust Spectrum assets and liabilities as of the Effective Date, including certain liabilities for variable consideration associated with ROLVEDON, to reflect conformity of Spectrum’s accounting policies to those of Assertio. Liabilities assumed include certain bonuses owed to former Spectrum executives under the terms of existing employment agreements triggered by the consummation of the Spectrum Merger.
(2)Adjustments made to the preliminary purchase price allocation to fair value primarily reflect completion of studies and other analysis necessary to determine the income tax effects of the net identifiable assets acquired and further refinement of the assumptions used in the valuation supporting the ROLVEDON product rights. These adjustments did not materially impact the Consolidated Statement of Comprehensive (Loss) Income.
Schedule of Pro Forma Financial Information
The following unaudited pro forma information represents the Company’s results of operations as if the Spectrum Merger had been completed as of January 1, 2023, (in thousands) and includes nonrecurring adjustments for additional costs of sales from the fair value step-up of inventories and transaction costs. The disclosure of pro forma net sales and net loss does not purport to indicate the results that would actually have been obtained had the Spectrum Merger been completed on the assumed date for the periods presented, or which may be realized in the future. The unaudited pro forma information does not reflect any operating efficiencies or cost savings that may be realized from the integration of the acquisition.

Three Months Ended
March 31, 2023
Total revenues$58,081 
Net loss(13,944)
v3.24.1.u1
REVENUE (Tables)
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Net Revenue
The following table reflects total revenue, net for the three months ended March 31, 2024 and 2023 (in thousands): 
Three Months Ended March 31,
20242023
Product sales, net:
ROLVEDON$14,478 $— 
INDOCIN products8,682 30,346 
Sympazan2,617 2,502 
Otrexup2,882 2,822 
SPRIX1,437 1,889 
CAMBIA1,256 2,264 
Other products510 1,946 
Total product sales, net31,862 41,769 
Royalties and milestone revenue586 697 
Total revenues$32,448 $42,466 
v3.24.1.u1
INVENTORIES, NET (Tables)
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net
The following table reflects the components of inventory, net as of March 31, 2024 and December 31, 2023 (in thousands): 
 March 31, 2024December 31, 2023
Raw materials$18,872 $10,537 
Work-in-process2,452 2,239 
Finished goods17,278 24,910 
Total inventories, net$38,602 $37,686 
v3.24.1.u1
PREPAID AND OTHER CURRENT ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Prepaid and Other Current Assets
The following table reflects prepaid and other current as of March 31, 2024 and December 31, 2023 (in thousands): 

March 31, 2024December 31, 2023
Prepaid assets and deposits$10,222 $11,973 
Other current assets297 299 
Total prepaid and other current assets$10,519 $12,272 
v3.24.1.u1
PROPERTY AND EQUIPMENT, NET (Tables)
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
The following table reflects property and equipment, net as of March 31, 2024 and December 31, 2023 (in thousands): 

March 31, 2024December 31, 2023
Furniture and office equipment$1,908 $1,908 
Laboratory equipment20 20 
Leasehold improvements3,473 2,945 
Construction in progress— 528 
5,401 5,401 
Less: Accumulated depreciation(4,697)(4,631)
Property and equipment, net$704 $770 
v3.24.1.u1
INTANGIBLE ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets and Goodwill
The following table reflects the gross carrying amounts and net book values of intangible assets as of March 31, 2024 and December 31, 2023 (dollar amounts in thousands): 

 March 31, 2024December 31, 2023
Products rights:Remaining Useful Life
 (In years)		Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationImpairmentNet Book Value
ROLVEDON9.3$63,405 $(6,787)$56,618 $220,500 $(5,270)$(157,095)$58,135 
INDOCIN1.865,606 (47,413)18,193 154,100 (44,814)(88,494)20,792 
Sympazan10.614,550 (1,718)12,832 14,550 (1,415)— 13,135 
Otrexup5.716,364 (10,364)6,000 44,086 (10,103)(27,723)6,260 
SPRIX3.132,673 (20,615)12,058 39,000 (19,663)(6,327)13,010 
Total intangible Assets $192,598 $(86,897)$105,701 $472,236 $(81,265)$(279,639)$111,332 
Schedule of the Future Amortization Expenses of Intangible Assets
The following table reflects future amortization expense the Company expects for its intangible assets (in thousands): 

Year Ending December 31,Estimated
Amortization Expense
2024 (remainder)16,894 
202522,526 
202612,130 
20279,909 
20288,322 
Thereafter35,920 
Total$105,701 
v3.24.1.u1
OTHER LONG-TERM ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Long-Term Assets
The following table reflects other long-term assets as of March 31, 2024 and December 31, 2023 (in thousands): 

 March 31, 2024December 31, 2023
Operating lease right-of-use assets$1,234 $1,269 
Prepaid asset and deposits1,155 1,289 
Other 697 697 
Total other long-term assets$3,086 $3,255 
v3.24.1.u1
ACCRUED LIABILITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Accounts Payable and Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities
The following table reflects accrued liabilities as of March 31, 2024 and December 31, 2023 (in thousands): 

 March 31, 2024December 31, 2023
Accrued compensation$1,452 $2,438 
Accrued restructuring costs (See Note 20)
3,368 4,378 
Other accrued liabilities9,123 9,492 
Interest payable217 867 
Accrued royalties1,241 1,038 
Total accrued liabilities$15,401 $18,213 
v3.24.1.u1
DEBT (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
The following table reflects the Company’s debt as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024December 31, 2023
6.5% Convertible Senior Secured Notes due 2027 principal amount
$40,000$40,000
Plus: derivative liability for embedded conversion feature308308
Less: unamortized debt issuance costs(1,687)(1,794)
Carrying value38,62138,514
Less: current portion of long-term debt——
Long-term debt, net$38,621$38,514
Schedule of Carrying Values Convertible Notes
The following table reflects the carrying balance of the 2027 Convertible Notes as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024December 31, 2023
Principal balance$40,000 $40,000 
Derivative liability for embedded conversion feature308 308 
Unamortized debt issuance costs(1,687)(1,794)
Carrying balance$38,621 $38,514 
Schedule of Debt Related Interest
The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,
20242023
Interest on 2027 Convertible Notes$650$975
Amortization of debt issuance costs107147
Total interest expense$757$1,122
v3.24.1.u1
OTHER LONG-TERM LIABILITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Other Long-term Liabilities
The following table reflects other long-term liabilities as of March 31, 2024 and December 31, 2023 (in thousands):
 March 31, 2024December 31, 2023
ROLVEDON product royalties$9,224 $9,224 
Noncurrent operating lease liabilities1,350 1,470 
Liability for uncertain tax provisions4,620 4,553 
Deferred employee retention credits1,212 1,212 
Total other long-term liabilities$16,406 $16,459 
v3.24.1.u1
LEASES (Tables)
 3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Lease Expense
The following table reflects lease expense and income for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
Financial Statement Classification20242023
Operating lease costSelling, general and administrative expenses$66 $39 
The following table reflects supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$282 $104 
Schedule of Supplemental Balance Sheet Information
The following table reflects supplemental balance sheet information related to leases as of March 31, 2024 and December 31, 2023 (in thousands):
Financial Statement ClassificationMarch 31, 2024December 31, 2023
Assets
Operating lease right-of-use assetsOther long-term assets$1,234 $1,269 
Liabilities
Current operating lease liabilitiesOther current liabilities$797 $928 
Noncurrent operating lease liabilitiesOther long-term liabilities1,350 1,470 
Total lease liabilities$2,147 $2,398 
v3.24.1.u1
NET LOSS PER SHARE (Tables)
 3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Earnings Per Common Share
The following table reflects the calculation of basic and diluted loss per common share for the three months ended March 31, 2024 and 2023 (in thousands, except for per share amounts):

 Three Months Ended March 31,
20242023
Basic and diluted net loss per share
Net loss$(4,510)$(3,484)
Weighted-average common shares outstanding94,980 51,005 
Basic and diluted net loss per share$(0.05)$(0.07)
Schedule of Potentially Dilutive Common Shares
The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net loss per share, because to do so would be anti-dilutive, for the three months ended March 31, 2024 and 2023 (in thousands):
 Three Months Ended March 31,
20242023
Convertible notes9,768 14,489 
Stock-based awards and equivalents8,422 8,271 
Total potentially dilutive common shares18,190 22,760 
v3.24.1.u1
FAIR VALUE (Tables)
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table reflects the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $36,518 $— $36,518 
U.S. Government agenciesCash and cash equivalents— 2,750 — 2,750 
Money market fundsCash and cash equivalents40,168 — — 40,168 
Total$40,168 $39,268 $— $79,436 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $2,700 $2,700 
Derivative liabilityLong-term debt— — 308 308 
Total$— $— $3,008 $3,008 

December 31, 2023Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $35,458 $— $35,458 
U.S. Government agenciesCash and cash equivalents— 3,294 — 3,294 
Money market fundsCash and cash equivalents32,534 — — 32,534 
Total$32,534 $38,752 $— $71,286 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $2,700 $2,700 
Derivative liabilityLong-term debt— — 308 308 
Total$— $— $3,008 $3,008 
Schedule of Changes in Fair Value
The following table summarizes changes in fair value of the Company’s contingent consideration obligations that are measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023 (in thousands):

 Three Months Ended March 31,
20242023
Fair value, beginning of the period$2,700 $48,500 
Change in fair value of contingent consideration recorded within costs and expenses— 9,167 
Cash payment related to contingent consideration— (6,609)
Fair value, end of the period$2,700 $51,058 
v3.24.1.u1
RESTRUCTURING CHARGES (Tables)
 3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Accrued Restructuring and Severance Costs
The following table summarizes the changes in the Company’s accrued restructuring liability for employee compensation costs, which is classified within Accrued liabilities in the Condensed Consolidated Balance Sheets (in thousands):
 Employee compensation costs
Balance as of December 31, 2023$4,378 
Restructuring charges720 
Cash paid(1,730)
Balance as of March 31, 2024$3,368 
v3.24.1.u1
ACQUISITIONS - Narrative (Details) - Spectrum Pharmaceuticals, Inc.
$ / shares in Units, $ in Millions
 3 Months Ended
Jul. 31, 2023
USD ($)
$ / shares
Mar. 31, 2024
USD ($)
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Business Acquisition [Line Items]        
Business acquisition, fixed exchange ratio 0.1783      
Business acquisition, contingent consideration, per share, maximum (in dollars per share) | $ / shares $ 0.20      
Acquired finite-lived intangible assets, useful life 10 years      
Acquisition costs related to the transaction   $ 0.0    
ROLVEDON        
Business Acquisition [Line Items]        
Business combination, contingent consideration arrangements, range of outcomes, value, high $ 44.7      
ROLVEDON | Forecast        
Business Acquisition [Line Items]        
Business acquisition, contingent consideration, per share, maximum (in dollars per share) | $ / shares     $ 0.10 $ 0.10
Business combination, contingent consideration arrangements, range of outcomes, value, high     $ 225.0 $ 175.0
v3.24.1.u1
ACQUISITIONS - Acquisition Date Fair Value of Consideration Transferred (Details) - Spectrum Pharmaceuticals, Inc. - USD ($)
$ / shares in Units, $ in Thousands
Jul. 31, 2023
Mar. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]      
Assertio shares issued (in shares) 38,013,000    
Assertio closing price per share as of the Effective Date (in dollars per share) $ 5.69    
Fair value of Assertio shares issued $ 216,294    
Repayment of Spectrum's long-term debt 32,647    
CVRs 3,932 $ 0 $ 0
Total fair value of consideration transferred $ 252,873    
Business combination, contingent consideration liability, number of shares (in shares) 223,397    
Business acquisition, contingent consideration, per share (in dollars per share) $ 0.0176    
v3.24.1.u1
ACQUISITIONS - Fair Values of Assets Acquired and Liabilities Assumed (Details) - Spectrum Pharmaceuticals, Inc. - USD ($)
$ in Thousands
 5 Months Ended
Dec. 31, 2023
Jul. 31, 2023
Assets:    
Cash and cash equivalents $ 34,600 $ 34,600
Marketable securities 2,194 2,194
Accounts receivable 50,975 50,975
Inventories 22,305 22,244
Prepaid and other current assets 1,985 1,287
Property and equipment 100 100
Intangible assets 220,500 234,000
Other long-term assets 1,396 1,396
Total 334,055 346,796
Liabilities:    
Accounts payable 10,108 10,108
Accrued rebates, returns and discounts 21,025 21,025
Accrued liabilities 34,166 36,509
Other current liabilities 784 784
Deferred taxes 3,996 34,250
Other long-term liabilities 11,103 11,103
Total 81,182 113,779
Total Spectrum net assets acquired 252,873 233,017
Goodwill 0 $ 19,856
Adjustments to Purchase Price Allocation to Fair Value    
Inventories 61  
Prepaid and other current assets 698  
Intangible assets (13,500)  
Total (12,741)  
Accrued liabilities (2,343)  
Deferred taxes (30,254)  
Total (32,597)  
Total Spectrum net assets acquired 19,856  
Goodwill $ (19,856)  
v3.24.1.u1
ACQUISITIONS - Unaudited Pro Forma Financial Information (Details) - Spectrum Pharmaceuticals, Inc.
$ in Thousands
 3 Months Ended
Mar. 31, 2023
USD ($)
Business Acquisition [Line Items]  
Total revenues $ 58,081
Net loss $ (13,944)
v3.24.1.u1
REVENUE - Schedule of Disaggregated Revenue from Contracts with Customers (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Total revenues $ 32,448 $ 42,466
Total product sales, net    
Disaggregation of Revenue [Line Items]    
Total revenues 31,862 41,769
ROLVEDON    
Disaggregation of Revenue [Line Items]    
Total revenues 14,478 0
INDOCIN products    
Disaggregation of Revenue [Line Items]    
Total revenues 8,682 30,346
Sympazan    
Disaggregation of Revenue [Line Items]    
Total revenues 2,617 2,502
Otrexup    
Disaggregation of Revenue [Line Items]    
Total revenues 2,882 2,822
SPRIX    
Disaggregation of Revenue [Line Items]    
Total revenues 1,437 1,889
CAMBIA    
Disaggregation of Revenue [Line Items]    
Total revenues 1,256 2,264
Other products    
Disaggregation of Revenue [Line Items]    
Total revenues 510 1,946
Royalties and milestone revenue    
Disaggregation of Revenue [Line Items]    
Total revenues $ 586 $ 697
v3.24.1.u1
REVENUE - Narratives (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Royalties and milestone revenue    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Revenue recognized $ 0.0 $ 0.2
Canada | CAMBIA    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Revenue recognized $ 0.6 $ 0.5
v3.24.1.u1
ACCOUNTS RECEIVABLES, NET (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Allowance for cash discounts for prompt payment $ 0.4 $ 0.9
v3.24.1.u1
INVENTORIES, NET - Schedule of Inventories, Net (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory    
Raw materials $ 18,872 $ 10,537
Work-in-process 2,452 2,239
Finished goods 17,278 24,910
Total inventories, net $ 38,602 $ 37,686
v3.24.1.u1
INVENTORIES, NET - Narrative (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Inventory reserves $ 7.3 $ 6.8
v3.24.1.u1
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid assets and deposits $ 10,222 $ 11,973
Other current assets 297 299
Total prepaid and other current assets $ 10,519 $ 12,272
v3.24.1.u1
PREPAID AND OTHER CURRENT ASSETS - Narrative (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Credit loss allowance $ 3.5 $ 3.5
v3.24.1.u1
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 5,401 $ 5,401
Less: Accumulated depreciation (4,697) (4,631)
Property and equipment, net 704 770
Furniture and office equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,908 1,908
Laboratory equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 20 20
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 3,473 2,945
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 0 $ 528
v3.24.1.u1
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 0.1 $ 0.2
v3.24.1.u1
INTANGIBLE ASSETS - Summary of Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Intangible assets    
Gross Carrying Amount $ 192,598 $ 472,236
Accumulated Amortization (86,897) (81,265)
Impairment   (279,639)
Total $ 105,701 111,332
ROLVEDON | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 9 years 3 months 18 days  
Gross Carrying Amount $ 63,405 220,500
Accumulated Amortization (6,787) (5,270)
Impairment   (157,095)
Total $ 56,618 58,135
INDOCIN | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 1 year 9 months 18 days  
Gross Carrying Amount $ 65,606 154,100
Accumulated Amortization (47,413) (44,814)
Impairment   (88,494)
Total $ 18,193 20,792
Sympazan | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 10 years 7 months 6 days  
Gross Carrying Amount $ 14,550 14,550
Accumulated Amortization (1,718) (1,415)
Impairment   0
Total $ 12,832 13,135
Otrexup | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 5 years 8 months 12 days  
Gross Carrying Amount $ 16,364 44,086
Accumulated Amortization (10,364) (10,103)
Impairment   (27,723)
Total $ 6,000 6,260
SPRIX | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 3 years 1 month 6 days  
Gross Carrying Amount $ 32,673 39,000
Accumulated Amortization (20,615) (19,663)
Impairment   (6,327)
Total $ 12,058 $ 13,010
v3.24.1.u1
INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 5,631 $ 6,284
v3.24.1.u1
INTANGIBLE ASSETS - Summary of Future Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 (remainder) $ 16,894  
2025 22,526  
2026 12,130  
2027 9,909  
2028 8,322  
Thereafter 35,920  
Total $ 105,701 $ 111,332
v3.24.1.u1
OTHER LONG-TERM ASSETS (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Operating lease right-of-use assets $ 1,234 $ 1,269
Prepaid asset and deposits 1,155 1,289
Other 697 697
Total other long-term assets $ 3,086 $ 3,255
v3.24.1.u1
ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Accounts Payable and Accrued Liabilities, Current [Abstract]    
Accrued compensation $ 1,452 $ 2,438
Accrued restructuring costs 3,368 4,378
Other accrued liabilities 9,123 9,492
Interest payable 217 867
Accrued royalties 1,241 1,038
Total accrued liabilities $ 15,401 $ 18,213
v3.24.1.u1
DEBT - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Aug. 22, 2022
Debt Instrument [Line Items]        
Plus: derivative liability for embedded conversion feature $ 308 $ 308    
Less: unamortized debt issuance costs (1,687) (1,794)    
Carrying value 38,621 38,514    
Less: current portion of long-term debt 0 0    
Long-term debt, net $ 38,621 38,514    
Convertible Notes        
Debt Instrument [Line Items]        
Less: unamortized debt issuance costs     $ (1,600)  
Convertible Notes | 6.5% Convertible Senior Secured Notes due 2027 principal amount        
Debt Instrument [Line Items]        
Interest rate (as a percent) 6.50%     6.50%
Gross, long-term debt $ 40,000 40,000    
Plus: derivative liability for embedded conversion feature $ 308 $ 308    
v3.24.1.u1
DEBT - Narrative (Details)
 3 Months Ended
Feb. 27, 2023
USD ($)
Aug. 22, 2022
USD ($)
$ / shares
Rate
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Debt Instrument [Line Items]        
Direct transaction costs     $ 0 $ 9,918,000
Senior Notes        
Debt Instrument [Line Items]        
Amortization of debt issuance costs     $ 107,000 147,000
6.5% Convertible Senior Secured Notes due 2027 principal amount | Convertible Notes        
Debt Instrument [Line Items]        
Interest rate (as a percent)   6.50% 6.50%  
Aggregate principal amount $ 30,000,000 $ 60,000,000    
Additional purchase capacity   $ 10,000,000    
Number of days to cover over allotment (in days)   13 days    
Induced conversion of convertible debt expense 8,800,000      
Direct transaction costs $ 1,100,000      
Conversion ratio   0.2442003    
Conversion price (in dollars per share) | $ / shares   $ 4.09    
Effective interest rate (as a percent) | Rate   7.80%    
Amortization of debt issuance costs     $ 100,000 $ 100,000
v3.24.1.u1
DEBT - Schedule of Carrying Values Convertible Notes (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Derivative liability for embedded conversion feature $ 308 $ 308
6.5% Convertible Senior Secured Notes due 2027 principal amount | Convertible Notes    
Debt Instrument [Line Items]    
Principal balance 40,000 40,000
Derivative liability for embedded conversion feature 308 308
Unamortized debt issuance costs (1,687) (1,794)
Carrying balance $ 38,621 $ 38,514
v3.24.1.u1
DEBT - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Debt Instrument [Line Items]    
Total interest expense $ 757 $ 1,122
Senior Notes    
Debt Instrument [Line Items]    
Amortization of debt issuance costs 107 147
Senior Notes | Interest on 2027 Convertible Notes    
Debt Instrument [Line Items]    
Interest payable on notes $ 650 $ 975
v3.24.1.u1
OTHER LONG-TERM LIABILITIES (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
ROLVEDON product royalties $ 9,224 $ 9,224
Noncurrent operating lease liabilities 1,350 1,470
Liability for uncertain tax provisions 4,620 4,553
Deferred employee retention credits 1,212 1,212
Other long-term liabilities $ 16,406 $ 16,459
v3.24.1.u1
STOCK-BASED COMPENSATION (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restricted Stock Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Awards granted (in shares) 0.9 0.5
Average fair market value (in dollars per share) $ 0.80 $ 5.15
Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options granted (in shares) 3.0 0.6
Average market fair value (in dollars per share) $ 0.77 $ 4.39
Selling, General and Administrative Expenses    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense $ 1.2 $ 2.4
v3.24.1.u1
LEASES - Lease Cost Components (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Selling, general and administrative expenses    
Lessee, Lease, Description [Line Items]    
Operating lease cost $ 66 $ 39
v3.24.1.u1
LEASES - Supplemental Cash Flow and Other Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash paid for amounts included in measurement of liabilities:    
Operating cash flows from operating leases $ 282 $ 104
v3.24.1.u1
LEASES - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Assets    
Operating lease right-of-use assets $ 1,234 $ 1,269
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other long-term assets Other long-term assets
Liabilities    
Current operating lease liabilities $ 797 $ 928
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities Other current liabilities
Noncurrent operating lease liabilities $ 1,350 $ 1,470
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other long-term liabilities Other long-term liabilities
Total lease liabilities $ 2,147 $ 2,398
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Supply Agreements (Details) - Supply Agreement
$ in Millions
 3 Months Ended
Mar. 31, 2024
USD ($)
Supply Commitment [Line Items]  
Purchase obligation, percentage 75.00%
JHS  
Supply Commitment [Line Items]  
Annual purchase obligation $ 1.5
Antares  
Supply Commitment [Line Items]  
Annual purchase obligation 2.0
Hanmi  
Supply Commitment [Line Items]  
Purchase obligation in 2024 19.1
Purchase obligation in 2025 3.8
Purchase of inventory $ 8.4
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Legal contingency accrual $ 3.2 $ 3.2
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Glumetza Antitrust Litigation (Details) - USD ($)
$ in Thousands
Feb. 03, 2022
Sep. 14, 2021
Glumetza Antitrust Litigation    
Loss Contingencies [Line Items]    
Settlement amount $ 3,850 $ 3,150
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Insurance Litigation (Details) - USD ($)
$ in Millions
 3 Months Ended
Jun. 30, 2022
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]    
Insurance reimbursement $ 2.0 $ 5.0
v3.24.1.u1
SHAREHOLDERS EQUITY (Details) - USD ($)
$ in Thousands, shares in Millions
 3 Months Ended
Jul. 31, 2023
Mar. 31, 2023
Mar. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized issuance costs     $ 1,687 $ 1,794
Spectrum Pharmaceuticals, Inc.        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Issuance of common stock (in shares) 38.0      
Additional Paid-In Capital        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Induced exchange of convertible notes, gross   $ 28,300    
Convertible Notes        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized issuance costs   1,600    
6.5% Convertible Senior Secured Notes due 2027 principal amount | Convertible Notes        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Proceeds from the issuance of common stock   $ 10,500    
Induced exchange of convertible notes (in shares)   7.0    
v3.24.1.u1
NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]    
Net loss $ (4,510) $ (3,484)
Weighted-average common shares outstanding, basic (in shares) 94,980 51,005
Weighted-average common shares outstanding, diluted (in shares) 94,980 51,005
Basic net loss per share (in dollars per share) $ (0.05) $ (0.07)
Diluted net loss per share (in dollars per share) $ (0.05) $ (0.07)
v3.24.1.u1
NET LOSS PER SHARE - Schedule of Potentially Dilutive Common Shares (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total potentially dilutive common shares (in shares) 18,190 22,760
Convertible notes    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total potentially dilutive common shares (in shares) 9,768 14,489
Stock-based awards and equivalents    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total potentially dilutive common shares (in shares) 8,422 8,271
v3.24.1.u1
FAIR VALUE - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Liabilities:    
Short-term contingent consideration $ 2,700 $ 2,700
Derivative liability 308 308
Recurring    
ASSETS    
Total 79,436 71,286
Liabilities:    
Short-term contingent consideration 2,700 2,700
Derivative liability 308 308
Total 3,008 3,008
Recurring | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 36,518 35,458
Recurring | U.S. Government agencies    
ASSETS    
Cash and cash equivalents 2,750 3,294
Recurring | Money market funds    
ASSETS    
Cash and cash equivalents 40,168 32,534
Recurring | Level 1    
ASSETS    
Total 40,168 32,534
Liabilities:    
Short-term contingent consideration 0 0
Derivative liability 0 0
Total 0 0
Recurring | Level 1 | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 0 0
Recurring | Level 1 | U.S. Government agencies    
ASSETS    
Cash and cash equivalents 0 0
Recurring | Level 1 | Money market funds    
ASSETS    
Cash and cash equivalents 40,168 32,534
Recurring | Level 2    
ASSETS    
Total 39,268 38,752
Liabilities:    
Short-term contingent consideration 0 0
Derivative liability 0 0
Total 0 0
Recurring | Level 2 | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 36,518 35,458
Recurring | Level 2 | U.S. Government agencies    
ASSETS    
Cash and cash equivalents 2,750 3,294
Recurring | Level 2 | Money market funds    
ASSETS    
Cash and cash equivalents 0 0
Recurring | Level 3    
ASSETS    
Total 0 0
Liabilities:    
Short-term contingent consideration 2,700 2,700
Derivative liability 308 308
Total 3,008 3,008
Recurring | Level 3 | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 0 0
Recurring | Level 3 | U.S. Government agencies    
ASSETS    
Cash and cash equivalents 0 0
Recurring | Level 3 | Money market funds    
ASSETS    
Cash and cash equivalents $ 0 $ 0
v3.24.1.u1
FAIR VALUE - Narrative (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Rate
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Jul. 31, 2023
USD ($)
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Change in fair value of contingent consideration $ 0 $ 9,167    
Derivative liability 308   $ 308  
Change in fair value of embedded derivative liability 0 $ 0    
Level 2        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Debt conversion option value 33,800   35,700  
Convertible notes, par value $ 40,000   40,000  
Revenue Volatility        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Contingent consideration, measurement input 0.15      
Discounted Cash Flow | Discount Rate        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Contingent consideration, measurement input 0.055      
Discounted Cash Flow | Credit Spread        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Contingent consideration, measurement input 0.092      
Option Pricing Model | Credit Spread        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Embedded derivative liability, measurement input 0.088      
INDOCIN        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Contingent consideration $ 2,700   2,700  
Contingent payment consideration, future royalties covenant, product net sales (over) $ 20,000      
Contingent consideration, royalty percentage | Rate 20.00%      
Spectrum Pharmaceuticals, Inc.        
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]        
Contingent consideration $ 0   $ 0 $ 3,932
Change in fair value of contingent consideration $ 0      
v3.24.1.u1
FAIR VALUE - Schedule of Changes in Fair Value (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Change in fair value of contingent consideration recorded within costs and expenses [Extensible Enumeration] Costs and Expenses Costs and Expenses
Level 3 | Contingent Consideration    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Fair value, beginning of the period $ 2,700 $ 48,500
Change in fair value of contingent consideration recorded within costs and expenses 0 9,167
Cash payment related to contingent consideration 0 (6,609)
Fair value, end of the period $ 2,700 $ 51,058
v3.24.1.u1
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax expense $ 132 $ (2,110)
v3.24.1.u1
RESTRUCTURING CHARGES - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 720,000 $ 0  
Employee compensation costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 720,000    
Employee compensation costs | Chief Executive Officer      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges     $ 1,500,000
Spectrum Reorganization Plan | Employee compensation costs      
Restructuring Cost and Reserve [Line Items]      
Cost incurred, cumulative $ 3,300,000    
Spectrum Reorganization Plan | Facility exit costs      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges     1,300,000
Restructuring and related cost, expected cost remaining     $ 0
v3.24.1.u1
RESTRUCTURING CHARGES - Schedule of Accrued Restructuring Costs (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accrued restructuring and severance costs rollforward    
Restructuring charges $ 720 $ 0
Employee compensation costs    
Accrued restructuring and severance costs rollforward    
Balance at beginning of period 4,378  
Restructuring charges 720  
Cash paid (1,730)  
Balance at end of period $ 3,368