ASSERTIO HOLDINGS, INC., 10-Q filed on 11/8/2023
Quarterly Report
v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Nov. 06, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
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, $0.0001 par value  
Trading Symbol ASRT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Smaller Reporting Company true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   94,668,523
Entity Central Index Key 0001808665  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 76,888 $ 64,941
Accounts receivable, net 62,467 45,357
Inventories, net 42,710 13,696
Prepaid and other current assets 2,895 8,268
Total current assets 184,960 132,262
Property and equipment, net 804 744
Intangible assets, net 170,413 197,996
Goodwill 19,856 0
Deferred tax asset 0 80,202
Other long-term assets 3,995 2,709
Total assets 380,028 413,913
Current liabilities:    
Accounts payable 19,004 5,991
Accrued rebates, returns and discounts 59,424 49,426
Accrued liabilities 22,065 12,181
Long-term debt, current portion 0 470
Contingent consideration, current portion 12,800 26,300
Other current liabilities 996 948
Total current liabilities 114,289 95,316
Long-term debt 38,866 66,403
Contingent consideration 16,100 22,200
Other long-term liabilities 17,900 4,269
Total liabilities 187,155 188,188
Commitments and contingencies (Note 14)
Shareholders’ equity:    
Common stock, $0.0001 par value, 200,000,000 shares authorized; 94,553,009 and 48,319,838 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. 9 5
Additional paid-in capital 787,023 545,321
Accumulated deficit (594,159) (319,601)
Total shareholders’ equity 192,873 225,725
Total liabilities and shareholders' equity $ 380,028 $ 413,913
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
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) 94,553,009 48,319,838
Spectrum common shares outstanding 94,553,009 48,319,838
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenues:        
Total revenues $ 35,627 $ 34,212 $ 119,084 $ 105,884
Costs and expenses:        
Cost of sales 7,060 4,009 17,299 12,734
Research and development expenses 1,316 0 1,819 0
Selling, general and administrative expenses 21,005 11,900 54,680 33,084
Change in fair value of contingent consideration (17,532) 3,900 (8,124) 6,845
Amortization of intangible assets 10,184 7,969 22,752 24,438
Loss on impairment of intangible assets 238,831 0 238,831 0
Restructuring charges 3,034 0 3,034 0
Total costs and expenses 263,898 27,778 330,291 77,101
(Loss) income from operations (228,271) 6,434 (211,207) 28,783
Other (expense) income:        
Debt-related expenses 0 0 (9,918) 0
Interest expense (752) (2,052) (2,625) (6,648)
Other gain 138 2 1,601 453
Total other expense (614) (2,050) (10,942) (6,195)
Net (loss) income before income taxes (228,885) 4,384 (222,149) 22,588
Income tax expense (50,659) (210) (52,409) (1,516)
Net (loss) income and comprehensive income (279,544) 4,174 (274,558) 21,072
Net (loss) income and comprehensive income $ (279,544) $ 4,174 $ (274,558) $ 21,072
Basic net (loss) income per share (in dollars per share) $ (3.42) $ 0.09 $ (4.35) $ 0.45
Diluted net (loss) income per share (in dollars per share) $ (3.42) $ 0.08 $ (4.35) $ 0.42
Shares used in computing diluted net (loss) income per share (in shares) 81,713 48,180 63,066 46,566
Shares used in computing diluted net (loss) income per share (in shares) 81,713 57,386 63,066 50,470
Product sales, net        
Revenues:        
Total revenues $ 35,137 $ 34,279 $ 116,989 $ 105,258
Royalties and milestones        
Revenues:        
Total revenues 490 473 1,910 1,916
Other revenue        
Revenues:        
Total revenues $ 0 $ (540) $ 185 $ (1,290)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balances (in shares) at Dec. 31, 2021   44,640,000    
Balances at Dec. 31, 2021 $ 102,414 $ 4 $ 531,636 $ (429,226)
Increase (Decrease) in Stockholders' Equity        
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   705,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (707)   (707)  
Issuance of common stock in connection with at-the-market program (in shares)   2,464,000    
Issuance of common stock in connection with at-the-market program 7,020 $ 1 7,019  
Issuance of common stock upon exercise of warrant (in shares)   388,000    
Stock-based compensation 5,116   5,116  
Net loss and comprehensive loss 21,072     21,072
Net income and comprehensive income 21,072     21,072
Balances (in shares) at Sep. 30, 2022   48,197,000    
Balances at Sep. 30, 2022 134,915 $ 5 543,064 (408,154)
Balances (in shares) at Jun. 30, 2022   48,172,000    
Balances at Jun. 30, 2022 128,369 $ 5 540,692 (412,328)
Increase (Decrease) in Stockholders' Equity        
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   25,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (28)   (28)  
Stock-based compensation 2,400   2,400  
Net loss and comprehensive loss 4,174     4,174
Net income and comprehensive income 4,174      
Balances (in shares) at Sep. 30, 2022   48,197,000    
Balances at Sep. 30, 2022 $ 134,915 $ 5 543,064 (408,154)
Balances (in shares) at Dec. 31, 2022 48,319,838 48,320,000    
Balances at Dec. 31, 2022 $ 225,725 $ 5 545,321 (319,601)
Increase (Decrease) in Stockholders' Equity        
Issuance of common stock upon exercise of options (in shares)   133,000    
Issuance of common stock upon exercise of options 210   210  
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   1,102,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (7,980)   (7,980)  
Induced exchange of convertible notes (in shares)   6,990,000    
Induced exchange of convertible notes 26,699   26,699  
Issuance of common stock in connection with the Spectrum Merger, net of fractional share settlement (in shares)   38,008,000    
Issuance of common stock in connection with the Spectrum Merger, net of fractional share settlement 216,261 $ 4 216,257  
Stock-based compensation 6,516   6,516  
Net loss and comprehensive loss (274,558)     (274,558)
Net income and comprehensive income $ (274,558)     (274,558)
Balances (in shares) at Sep. 30, 2023 94,553,009 94,553,000    
Balances at Sep. 30, 2023 $ 192,873 $ 9 787,023 (594,159)
Balances (in shares) at Jun. 30, 2023   56,513,000    
Balances at Jun. 30, 2023 254,271 $ 5 568,881 (314,615)
Increase (Decrease) in Stockholders' Equity        
Issuance of common stock upon exercise of options (in shares)   23,000    
Issuance of common stock upon exercise of options 54   54  
Common stock issuance and other impacts of the vesting and settlement of equity awards (in shares)   9,000    
Common stock issuance and other impacts of the vesting and settlement of equity awards (33)   (33)  
Issuance of common stock in connection with the Spectrum Merger, net of fractional share settlement (in shares)   38,008,000    
Issuance of common stock in connection with the Spectrum Merger, net of fractional share settlement 216,261 $ 4 216,257  
Stock-based compensation 1,864   1,864  
Net loss and comprehensive loss (279,544)     (279,544)
Net income and comprehensive income $ (279,544)     (279,544)
Balances (in shares) at Sep. 30, 2023 94,553,009 94,553,000    
Balances at Sep. 30, 2023 $ 192,873 $ 9 $ 787,023 $ (594,159)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Operating Activities    
Net (loss) income $ (274,558) $ 21,072
Adjustments to reconcile net (loss) income to net cash from operating activities:    
Depreciation and amortization 23,321 25,033
Amortization of debt issuance costs and Royalty Rights 350 128
Loss on impairment of intangible assets 238,831 0
Recurring fair value measurements of assets and liabilities (7,612) 6,845
Debt-related expenses 9,918 0
Provisions for inventory and other assets 2,129 828
Stock-based compensation 6,516 5,116
Deferred income taxes 47,192 0
Changes in assets and liabilities, net of acquisition:    
Accounts receivable 33,865 (319)
Inventories (8,898) (7,607)
Prepaid and other assets 6,769 13,288
Accounts payable and other accrued liabilities (21,523) (7,193)
Accrued rebates, returns and discounts (11,027) (4,058)
Interest payable (1,376) (1,232)
Net cash provided by operating activities 43,897 51,901
Investing Activities    
Purchases of property and equipment (528) 0
Purchase of Sympazan (280) 0
Net cash acquired in Spectrum Merger 1,950 0
Purchase of Otrexup 0 (16,889)
Proceeds from sale of investments 2,194 0
Net cash provided by (used in) investing activities 3,336 (16,889)
Financing Activities    
Proceeds from issuance of 2027 Convertible Notes 0 65,916
Payments in connection with 2027 Convertible Notes (10,500) 0
Payment of direct transaction costs related to convertible debt inducement (1,119) 0
Payment in connection with 2024 Senior Notes 0 (70,750)
Payment of contingent consideration (15,408) (7,845)
Proceeds from the issuance of common stock 0 7,020
Payments related to the vesting and settlement of equity awards, net (7,770) (707)
Other financing activities (489) (630)
Net cash used in financing activities (35,286) (6,996)
Net increase in cash and cash equivalents 11,947 28,016
Cash and cash equivalents at beginning of year 64,941 36,810
Cash and cash equivalents at end of period 76,888 64,826
Supplemental Disclosure of Cash Flow Information    
Net cash paid (refunded) for income taxes 3,424 (7,822)
Cash paid for interest $ 3,651 $ 7,752
v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2023
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 commercial pharmaceutical company offering differentiated products to patients. The Company has built its commercial portfolio through a combination of increased opportunities with existing products, as well as through the acquisition or licensing of additional approved products. The Company’s primary marketed products include INDOCIN® (indomethacin) Suppositories, INDOCIN® (indomethacin) Oral Suspension, ROLVEDONTM (elflapegrastim-xnst) injection for subcutaneous use, Otrexup® (methotrexate) injection for subcutaneous use, Sympazan® (clobazam) oral film, SPRIX® (ketorolac tromethamine) Nasal Spray, CAMBIA® (diclofenac potassium for oral solution), and Zipsor® (diclofenac potassium) Liquid filled capsules. Other commercially available products include OXAYDO® (oxycodone HCI, USP) tablets for oral use only —CII.

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.

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”). Refer to Note 2, Acquisitions, for additional information.

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 necessary for a fair presentation of the information for the periods presented. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the entire year ending December 31, 2023 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, 2022 included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 8, 2023 (the “2022 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from the audited financial statements at that date, as filed in the Company’s 2022 Form 10-K.
v3.23.3
ACQUISITIONS
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
Spectrum Pharmaceuticals

On the Effective Date, the Company completed the Spectrum Merger pursuant to an Agreement and Plan of Merger (“the Merger Agreement”), dated as of April 24, 2023, 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 fair value of 223,397 CVRs at $0.0176 per CVR issued to holders of Spectrum common stock, employee stock awards and warrants as of the Effective Date.

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 17, 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 preliminary fair value of the assets acquired and liabilities assumed at the Effective Date (in thousands). Goodwill is primarily attributable to expected synergies between the Company and Spectrum and is not expected to be deductible for tax purposes. The Company continues to assess the fair value of the assets acquired and liabilities assumed at the Effective Date, including any which may be impacted by Spectrum’s pending legal proceedings. Accordingly, the provisional fair value estimates of net assets acquired could potentially change, and the Company expects to finalize these values as soon as practical and no later than one year from the Effective Date.

Consideration transferred$252,873 
Assets:
Cash and cash equivalents$34,600 
Marketable securities2,194 
Accounts receivable50,975 
Inventories22,244 
Prepaid and other current assets1,287 
Property and equipment100 
Intangible assets234,000 
Other long-term assets1,396 
Total$346,796 
Liabilities:
Accounts payable$10,108 
Accrued rebates, returns and discounts21,025 
Accrued liabilities36,509 
Other current liabilities784 
Deferred taxes34,250 
Other long-term liabilities11,103 
Total$113,779 
Total Spectrum net assets acquired (1)
$233,017 
Goodwill$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.

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.

Acquisition costs related to the Spectrum Merger were approximately $2.7 million and $8.5 million for the three and nine months ended September 30, 2023, respectively. These costs are included within Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive (Loss) Income.

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, 2022 (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 September 30,Nine Months Ended September 30,
2023202220232022
Net sales$35,629$34,212 $159,528$42,466 
Net loss(285,658)(22,073)(326,769)(98,616)
See Note 3, Revenue, for net sales of ROLVEDON from the Effective Date to September 30, 2023.
v3.23.3
REVENUE
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
 
Disaggregated Revenue
 
The following table reflects total revenue, net for the three and nine months ended September 30, 2023 and 2022 (in thousands): 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Product sales, net:
INDOCIN products$17,948$21,869 $76,369$66,067 
ROLVEDON7,132— 7,132— 
Otrexup2,807 3,004 9,222 8,699 
Sympazan2,103 — 7,232 — 
SPRIX2,545 2,455 6,807 6,437 
CAMBIA1,993 5,808 6,062 17,464 
Zipsor597 259 2,751 2,704 
Other products12 884 1,414 3,887 
Total product sales, net35,137 34,279 116,989 105,258 
Royalties and milestone revenue490 473 1,910 1,916 
Other revenue— (540)185 (1,290)
Total revenues$35,627 $34,212 $119,084 $105,884 
Product Sales, net

Product sales consists of sales of the Company’s products as listed above. As a result of the Spectrum Merger, the Company began recognizing ROLVEDON sales in August 2023. The Company acquired Sympazan and began shipping and recognizing its product sales in October 2022.

Other product sales include product sales for OXAYDO and SOLUMATRIX product.. The Company ceased OXAYDO product sales beginning in September 2023, and ceased SOLUMATRIX sales beginning in July 2022.

Royalties and Milestone Revenue

In November 2010, the Company entered into a license agreement granting the counterparty the rights to commercially market CAMBIA in Canada. The counterparty to the license agreement independently contracts with manufacturers to produce a specific CAMBIA formulation in Canada. The Company receives royalties on net sales on a quarterly basis as well as certain one-time contingent milestone payments upon the occurrence of certain events. The Company recognized revenue related to CAMBIA in Canada of $0.5 million and $1.5 million for the three and nine months ended September 30, 2023, respectively, and $0.5 million and $1.5 million for the three and nine months ended September 30, 2022, respectively.
The Company records contract liabilities in the form of deferred revenue resulting from prepayments from customers in Other current liabilities in the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, contract liabilities were zero and $0.2 million, respectively. The Company recognized Milestone revenue associated with the completion of certain service milestones of $0.5 million for both the nine months ended September 30, 2023 and 2022.
The Company recognized no Milestone revenue associated with the completion of certain service milestones for both the three months ended September 30, 2023 and 2022.
Other Revenue

Other revenue consists of sales adjustments for previously divested products, which includes adjustments to reserves for product sales allowances (gross-to-net sales allowances) and can result in a reduction to or an increase to total revenue during the period.
v3.23.3
ACCOUNTS RECEIVABLES, NET
 9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
ACCOUNTS RECEIVABLES, NET ACCOUNTS RECEIVABLES, NET  As of September 30, 2023 and December 31, 2022, accounts receivable, net, of $62.5 million and $45.4 million, respectively, consisted entirely of receivables related to product sales, net of allowances for cash discounts for prompt payment of $1.5 million and $0.9 million, respectively.
v3.23.3
INVENTORIES, NET
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES, NET INVENTORIES, NET
 
The following table reflects the components of inventory, net as of September 30, 2023 and December 31, 2022 (in thousands): 
 September 30, 2023December 31, 2022
Raw materials$15,355 $1,367 
Work-in-process1,330 2,735 
Finished goods26,025 9,594 
Total inventories, net$42,710 $13,696 
    
The Company writes down the value of inventory for potentially excess or obsolete inventories based on an analysis of inventory on hand and projected demand. As of September 30, 2023 and December 31, 2022, the Company recorded inventory write-downs of $5.7 million and $2.8 million, respectively.
v3.23.3
PREPAID AND OTHER CURRENT ASSETS
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands): 

September 30, 2023December 31, 2022
Prepaid assets and deposits$2,614 $8,268 
Other current assets281 — 
Total prepaid and other current assets$2,895 $8,268 

Other current assets includes the Company’s investment in NES Therapeutic, Inc. (“NES”). In August 2018, the Company entered into a Convertible Secured Note Purchase Agreement (the “Note Agreement”) with NES. Pursuant the terms of the Note Agreement, the Company purchased a $3.0 million aggregate principal Convertible Secured Promissory Note (the “NES Note”) which accrues interest annually at a rate of 10% for total consideration of $3.0 million, with both the aggregate principal and accrued interest due at maturity on August 2, 2024. Pursuant to the Note Agreement, the NES Note is convertible into equity based on (i) U.S. Food and Drug Administration (“FDA”) acceptance of the New Drug Application (“NDA”), (ii) initiation of any required clinical trials by NES, or (iii) a qualified financing event by NES, as defined in the Note Agreement. The Company’s investment in the NES Note is accounted as a loan receivable and is valued at amortized cost. As of both September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022. The Company’s investment in NES has been reclassified to Other current assets as of September 30, 2023 as it will mature within one year of the balance sheet date.
v3.23.3
PROPERTY AND EQUIPMENT, NET
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
 
The following table reflects property and equipment, net as of September 30, 2023 and December 31, 2022 (in thousands): 

September 30, 2023December 31, 2022
Furniture and office equipment$1,808 $1,712 
Laboratory equipment20 20 
Leasehold improvements2,945 2,945 
Construction in progress528 — 
5,301 4,677 
Less: Accumulated depreciation(4,497)(3,933)
Property and equipment, net$804 $744 
 
Depreciation expense was $0.2 million and $0.6 million for the three and nine months ended September 30, 2023 and 2022, respectively. Depreciation expense is recognized in Selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income.
v3.23.3
INTANGIBLE ASSETS AND GOODWILL
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL INTANGIBLE ASSETS AND GOODWILL
Intangible Assets 

The following table reflects the gross carrying amounts and net book values of intangible assets as of September 30, 2023 and December 31, 2022 (dollar amounts in thousands): 

 September 30, 2023December 31, 2022
Remaining Useful Life
 (In years)		Gross Carrying AmountAccumulated AmortizationImpairmentNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Products rights:
INDOCIN8.6$154,100 $(43,126)$(52,463)$58,511 $154,100 $(33,495)$120,605 
ROLVEDON9.8234,000 (3,900)(157,095)73,005 — — — 
Otrexup6.244,086 (9,644)(22,946)11,496 44,086 (5,511)38,575 
Sympazan11.114,550 (1,111)— 13,439 14,550 (202)14,348 
SPRIX3.639,000 (18,711)(6,327)13,962 39,000 (14,532)24,468 
Total intangible assets $485,736 $(76,492)$(238,831)$170,413 $251,736 $(53,740)$197,996 

During the three months ended September 30, 2023, the Company’s market capitalization declined to below the book value of the Company’s equity. Management determined that the Company’s book value of equity exceeding its market capitalization 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. In performing this assessment, management concluded it was appropriate to group its assets at the entity level, most notably attributed to the significant shared operating cost structure which characterizes Assertio. The Company determined the carrying value of this asset group was not recoverable. Management then assessed and concluded that the fair value of the asset group was less than its carrying value and so recognized an impairment loss of approximately $238.8 million, which was allocated to the individual intangible assets of the group and is classified within Loss on impairment of intangible assets in the Condensed Consolidated Statement of Comprehensive (Loss) Income. The fair value of the asset group was determined using both an income and a market approach and used Level 3 inputs. These inputs included estimates of forecasted cash flows and the selection of comparable revenue and earnings multiples utilizing guideline companies.

Amortization expense was $10.2 million and $22.8 million for the three and nine months ended September 30, 2023, respectively, and $8.0 million and $24.4 million for three and nine months ended September 30, 2022, respectively.
The following table reflects future amortization expense the Company expects for its intangible assets (in thousands): 

Year Ending December 31,Estimated Amortization Expense
2023 (remainder)5,259 
202421,035 
202521,035 
202621,035 
202718,814 
Thereafter83,235 
Total$170,413 

Goodwill
During the three months ended September 30, 2023, the Company recorded $19.9 million of goodwill from the Spectrum Merger. Refer to Note 2, Acquisitions, for additional details. Following the Company’s long-lived asset impairment discussed above, which was determined to be an indicator of impairment with respect to the Company’s goodwill, management tested goodwill for impairment by determining and comparing the fair value of its reporting unit to its carrying value, with the carrying value reflecting the allocated long-lived asset impairment loss. The fair value of the reporting unit was determined using both an income and a market approach and used Level 3 inputs. These inputs included estimates of forecasted cash flows, a discount rate to reflect the risk inherent in the forecasted cash flows, and the selection of comparable revenue and earnings multiples utilizing guideline companies. Management concluded that the fair value of the reporting unit exceeded its carrying value and, accordingly, goodwill was not impaired as of September 30, 2023.
v3.23.3
OTHER LONG-TERM ASSETS
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands): 

 September 30, 2023December 31, 2022
Operating lease right-of-use assets$1,806 $137 
Prepaid asset and deposits1,493 1,607 
Other 696 965 
Total other long-term assets$3,995 $2,709 
v3.23.3
ACCRUED LIABILITIES
 9 Months Ended
Sep. 30, 2023
Accounts Payable and Accrued Liabilities, Current [Abstract]  
ACCRUED LIABILITIES ACCRUED LIABILITIES
 
The following table reflects accrued liabilities as of September 30, 2023 and December 31, 2022 (in thousands): 

 September 30, 2023December 31, 2022
Accrued compensation$2,468 $3,117 
Accrued restructuring costs (See Note 19)
4,420 — 
Other accrued liabilities12,778 6,561 
Taxes payable1,353 — 
Interest payable217 1,593 
Accrued royalties829 910 
Total accrued liabilities$22,065 $12,181 
v3.23.3
DEBT
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
 
The following table reflects the Company’s debt as of September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023December 31, 2022
6.5% Convertible Senior Secured Notes due 2027
$40,000$70,000
Royalty Rights obligation—470
Total principal amount40,00070,470
Plus: derivative liability for embedded conversion feature764252
Less: unamortized debt issuance costs(1,898)(3,849)
Carrying value38,86666,873
Less: current portion of long-term debt—(470)
Long-term debt, net$38,866 $66,403


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.

The Company used the net proceeds from the issuance of the 2027 Convertible Notes to repurchase $59.0 million aggregate principal amount of its then outstanding 13% senior secured notes due 2024 (the “2024 Secured Notes”) assumed in accordance with the Company’s merger with Zyla Life Sciences (“Zyla”) in May 2020 (the “Zyla Merger”) and $3.0 million in associated interest payments pursuant to privately negotiated exchange agreements entered into concurrently with the pricing of the offering of the 2027 Convertible Notes.

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”). Pursuant to the Convertible Note Exchange, 6,990,000 shares of the Company’s common stock, plus an additional $10.5 million in cash, were issued in a partial settlement of the 2027 Convertible Notes (the “Exchanged Notes”). 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) Income for the nine months ended September 30, 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. Additionally, approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes were recognized as Additional paid-in capital in the Company’s Condensed Consolidated Balance Sheets for the nine months ended September 30, 2023.

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 September 30, 2023.

The following table reflects the carrying balance of the 2027 Convertible Notes as of September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023December 31, 2022
Principal balance$40,000 $70,000 
Derivative liability for embedded conversion feature764 252 
Unamortized debt issuance costs(1,898)(3,849)
Carrying balance$38,866 $66,403 

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 the three and nine months ended September 30, 2023, the Company amortized $0.1 million and $0.4 million, respectively, of the debt discount on the 2027 Convertible Notes. During the nine months ended September 30, 2023, $1.6 million of unamortized issuance costs related to the Exchanged Notes were recognized as Additional paid-in capital.

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 17, Fair Value, for further details around the estimated fair value of the derivative liability. The estimated fair value of the derivative liability, which represents a Level 3 valuation, was $0.8 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively, 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. Accordingly, the Company has recognized a loss on the fair value adjustment of the derivative liability in the amount of $0.5 million in Other (loss) gain in the Consolidated Statements of Comprehensive Loss (Income) for both the three and nine months ended September 30, 2023. There was no gain or loss on the fair value adjustment of the derivative liability for the three and nine months ended September 30, 2022. 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.

Royalty Rights Obligation

In accordance with the Zyla Merger, the Company assumed a royalty rights agreement (the “Royalty Rights”) with each of the holders of its 2024 Secured Notes pursuant to which the Company agreed to pay an aggregate 1.5% royalty on Net Sales (as defined in the indenture governing the 2027 Secured Notes) through December 31, 2022. The Royalty Rights terminated on December 31, 2022, and the Company paid in cash its remaining Royalty Rights obligations during the second quarter of 2023.
    
Interest Expense

Royalty Rights and debt issuance costs are amortized as interest expense using the effective interest method. The following table reflects debt-related interest included in Interest expense in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Interest on 2027 Convertible Notes$650$456$2,275$456
Interest on 2024 Secured Notes—1,516—6,064
Amortization of Royalty Rights(1)
—80—128
Amortization of debt issuance costs102—350—
Total interest expense$752$2,052$2,625$6,648
(1)As a result of the extinguishment of the Royalty Rights obligation in the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods.
v3.23.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2023
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.

Stock-based compensation of $1.9 million and $6.5 million, respectively, for the three and nine months ending September 30, 2023, and $2.4 million and $5.1 million, respectively, for the three and nine months ended September 30, 2022, was recognized in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income.

During the nine months ended September 30, 2023 the Company granted 0.8 million RSUs at a weighted-average fair market value of $5.61 per share, and 0.7 million options at a weighted-average fair market value of $4.51 per share.

As previously disclosed, during the three months ended June 30, 2022, the Company granted a total of 1.0 million market-based performance RSUs (“performance RSUs”) to executive officers under the Company’s Amended and Restated 2014 Omnibus Incentive Plan. At the grant date, the weighted-average fair value of the performance RSUs was determined using a Monte Carlo simulation model to be $2.24 per performance RSU. The market-based conditions of the performance RSUs were achieved in the first quarter of 2023. Then, upon vesting of the performance RSUs in the second quarter of 2023, the compensation committee of the Company’s board of directors elected, under the terms of the performance RSU grants, to settle approximately 0.3 million of the performance RSUs in cash based on their fair market value on the vesting date, and settle 0.2 million of the performance RSUs in shares of the Company’s common stock. Approximately 0.5 million of the performance RSUs were withheld to settle the employees’ tax liability.
During the second quarter of 2023, approximately $2.6 million was paid by the Company to cash settle the performance RSUs and $3.4 million was paid by the Company to settle the employee’s tax liability, which are included in both Common stock issuance and other impacts of the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Shareholders’ Equity, and Payments related to the vesting and settlement of equity awards in the Company’s Condensed Consolidated Statements of Cash Flows.
v3.23.3
LEASES
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
LEASES LEASES
As of September 30, 2023, 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. In conjunction with the amendment of the Lake Forest Lease on May 1, 2023, the Company recognized an increase to both operating right-of-use asset and noncurrent operating lease liability of approximately $1.3 million, calculated using a discount rate of 7.41%.

Prior to the Company’s corporate headquarters relocation in 2018, the Company had leased its previous corporate office in Newark, California (the “Newark Lease”), which terminated at the end of November 2022. The Newark lease was partially subleased through the lease term of November 2022. Operating lease costs and sublease income related to the Newark facility are accounted for in Other gain in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income. Sublease income for the nine months ended September 30, 2022 includes a gain of $0.6 million from the early termination and settlement of a Newark facility sublease during the first quarter of 2022.

In connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee. As of September 30, 2023, the Company has recognized an operating right-of-use asset associated with these leases of $0.4 million, and a current and noncurrent lease liability associated with these leases of $0.7 million and $0.3 million, respectively. Refer to Note 19, Restructuring Charges, for further detail on the accounting for the leases assumed in the Spectrum Merger.
The following table reflects lease expense and income for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Financial Statement Classification2023202220232022
Operating lease costSelling, general and administrative expenses$65 $39 $161 $118 
Operating lease costOther gain — 148 — 444 
Total lease cost$65 $187 $161 $562 
Sublease IncomeOther gain $— $168 $— $1,111 
The following table reflects supplemental cash flow information related to leases for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$225 $533 $433 $1,593 
The following table reflects supplemental balance sheet information related to leases as of September 30, 2023 and December 31, 2022 (in thousands):
Financial Statement ClassificationSeptember 30, 2023December 31, 2022
Assets
Operating lease right-of-use assetsOther long-term assets$1,806 $137 
Liabilities
Current operating lease liabilitiesOther current liabilities$970 $401 
Noncurrent operating lease liabilitiesOther long-term liabilities1,679 — 
Total lease liabilities$2,649 $401 
LEASES LEASES
As of September 30, 2023, 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. In conjunction with the amendment of the Lake Forest Lease on May 1, 2023, the Company recognized an increase to both operating right-of-use asset and noncurrent operating lease liability of approximately $1.3 million, calculated using a discount rate of 7.41%.

Prior to the Company’s corporate headquarters relocation in 2018, the Company had leased its previous corporate office in Newark, California (the “Newark Lease”), which terminated at the end of November 2022. The Newark lease was partially subleased through the lease term of November 2022. Operating lease costs and sublease income related to the Newark facility are accounted for in Other gain in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income. Sublease income for the nine months ended September 30, 2022 includes a gain of $0.6 million from the early termination and settlement of a Newark facility sublease during the first quarter of 2022.

In connection with the Spectrum Merger, the Company assumed leases for two facilities and certain office equipment which Spectrum had previously been the lessee. As of September 30, 2023, the Company has recognized an operating right-of-use asset associated with these leases of $0.4 million, and a current and noncurrent lease liability associated with these leases of $0.7 million and $0.3 million, respectively. Refer to Note 19, Restructuring Charges, for further detail on the accounting for the leases assumed in the Spectrum Merger.
The following table reflects lease expense and income for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Financial Statement Classification2023202220232022
Operating lease costSelling, general and administrative expenses$65 $39 $161 $118 
Operating lease costOther gain — 148 — 444 
Total lease cost$65 $187 $161 $562 
Sublease IncomeOther gain $— $168 $— $1,111 
The following table reflects supplemental cash flow information related to leases for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$225 $533 $433 $1,593 
The following table reflects supplemental balance sheet information related to leases as of September 30, 2023 and December 31, 2022 (in thousands):
Financial Statement ClassificationSeptember 30, 2023December 31, 2022
Assets
Operating lease right-of-use assetsOther long-term assets$1,806 $137 
Liabilities
Current operating lease liabilitiesOther current liabilities$970 $401 
Noncurrent operating lease liabilitiesOther long-term liabilities1,679 — 
Total lease liabilities$2,649 $401 
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Jubilant HollisterStier Manufacturing and Supply Agreement

Pursuant to 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 commitments to JHS through the remainder of 2023 are approximately $1.0 million.

Cosette Pharmaceuticals Supply Agreement

Pursuant to the Zyla Merger, the Company assumed a Collaborative License, Exclusive Manufacture and Global Supply Agreement with Cosette Pharmaceuticals, Inc. (formerly G&W Laboratories, Inc.) (the “Cosette Supply Agreement”) for the manufacture and supply of INDOCIN Suppositories to Zyla for commercial distribution in the United States. On July 9, 2021, the Company and Cosette entered into Amendment No. 3 to the Cosette Supply Agreement, to among other things, extend the expiration date of the Cosette Supply Agreement from July 31, 2023 to July 9, 2028. The Company is obligated to purchase all of its requirements for INDOCIN Suppositories from Cosette Pharmaceuticals, Inc., and is required to meet minimum purchase requirements each calendar year during the extended term of the Cosette Supply Agreement. Total
commitments to Cosette under the Cosette Supply Agreement are approximately $6.3 million annually through the end of the contract term.

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.

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 September 30, 2023 and December 31, 2022, 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) Income 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 California Superior Court 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 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 seeks 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, 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. 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 in 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 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 for negligence and breach of fiduciary duty 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 is seeking to recover its damages caused by Woodruff’s negligence and breaches of its fiduciary duties in connection with negotiating and procuring products liability insurance coverage for Assertio Therapeutics. The parties are in discovery. Trial is scheduled for February 2024.

Stockholder Actions

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 BLA to the FDA for eflapegrastim (ROLVEDON) in violation of Section 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934, as amended (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 and remains pending. Discovery is stayed pending resolution of the motion to dismiss. There is no hearing date presently scheduled. 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 and remains pending. Discovery is stayed pending resolution of the motion to dismiss. There is no hearing date presently scheduled. 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), 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 all derivative actions until there is a decision on a motion to dismiss in the Luo Nevada securities class action.
v3.23.3
SHAREHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2023
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). 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

Related to 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 the transactions. 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 nine months ended September 30, 2023 related to the common stock share issuance, net of approximately $1.6 million of unamortized issuance costs related to the Exchanged Notes.

At-The-Market Program

The Company is party to a sales agreement with Roth Capital Partners, LLC (“Roth”) as sales agent to sell shares of the Company’s common stock, from time to time, through an at-the-market (“ATM”) offering program having an aggregate offering price of up to $25.0 million. As a result of the issuance of the 2027 Convertible Notes (See Note 11, Debt), the Company has determined to suspend use of its ATM offering program. Prior to suspending the ATM offering program, 2,463,637 shares had been issued and settled at an average price of $3.02, through which the Company received gross proceeds of $7.4 million, and net proceeds after commission and fees of $7.0 million.

Warrant Agreements

Upon the Zyla Merger, the Company assumed Zyla’s outstanding warrants which provided the holder the right to receive shares of the Company’s common stock. The warrants were exercisable at any time at an exercise price of $0.0016 per share, subject to certain ownership limitations including, with respect to Iroko Pharmaceuticals, Inc. and its affiliates, that no such exercise may increase the aggregate ownership of the Company’s outstanding common stock of such parties above 49% of the number of shares of its common stock then outstanding for a period of 18 months.

During the nine months ended September 30, 2022, 0.4 million warrants were exercised, and 0.4 million of the Company’s common shares, were issued by the Company. Subsequent to these warrant exercises in the nine months ended September 30, 2022, there were no outstanding warrants remaining.
v3.23.3
NET (LOSS) INCOME PER SHARE
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
NET (LOSS) INCOME PER SHARE NET (LOSS) INCOME PER SHARE
Basic net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period.

Diluted net (loss) income per share is calculated by dividing the net (loss) income 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 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 income 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) income 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. For the three and nine months
ended September 30, 2022, the Company’s potentially dilutive stock-based awards and convertible debt were included in the computation of diluted net income per share. However, as the Company was in a net loss position for the three and nine months ended September 30, 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) earnings per common share for the three and nine months ended September 30, 2023 and 2022 (in thousands, except for per share amounts):

 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Basic net (loss) income per share
Net (loss) income $(279,544)$4,174 $(274,558)$21,072 
Weighted-average common shares outstanding81,713 48,180 63,066 46,566 
Basic net (loss) income per share$(3.42)$0.09 $(4.35)$0.45 
Diluted net (loss) income per share
Net (loss) income $(279,544)$4,174 $(274,558)$21,072 
Add: Convertible debt interest expense, net of tax— 497 — 487 
Adjusted net (loss) income (279,544)4,671 (274,558)21,559 
Weighted-average common shares and share equivalents outstanding81,713 48,180 63,066 46,566 
Add: effect of dilutive stock-based awards and equivalents— 1,960 — 1,462 
Add: effect of dilutive convertible debt under if-converted method— 7,246 — 2,442 
Denominator for diluted net (loss) income per share81,713 57,386 63,066 50,470 
Diluted net (loss) income per share$(3.42)$0.08 $(4.35)$0.42 
 
The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net (loss) income per share, because to do so would be anti-dilutive, for the three and nine months ended September 30, 2023 and 2022 (in thousands):
 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Convertible notes9,768 — 11,324 — 
Stock-based awards and equivalents7,016 2,983 7,641 1,329 
Total potentially dilutive common shares16,784 2,983 18,965 1,329
v3.23.3
FAIR VALUE
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $38,204 $— $38,204 
Money market fundsCash and cash equivalents22,797 — — 22,797 
Total$22,797 $38,204 $— $61,001 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $12,800 $12,800 
Long-term contingent considerationContingent consideration— — 16,100 16,100 
Derivative liabilityLong-term debt— — 764 764 
Total$— $— $29,664 $29,664 

December 31, 2022Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
Commercial paperCash and cash equivalents$— $4,983 $— $4,983 
U.S. TreasuriesCash and cash equivalents— 3,981 — 3,981 
U.S. Government agenciesCash and cash equivalents— 10,937 — 10,937 
Money market fundsCash and cash equivalents38,478 — — 38,478 
Total$38,478 $19,901 $— $58,379 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $26,300 $26,300 
Long-term contingent considerationContingent consideration— — 22,200 22,200 
Derivative liabilityLong-term debt— — 252 252 
Total$— $— $48,752 $48,752 
    
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 Right

Pursuant to the Spectrum Merger, the Company issued CVRs (See Note 2, Acquisitions) that represent a contingent consideration obligation which is measured at fair value. The Company has a contingent obligation to make payments to the holders of the CVRs representing a contractual right to receive consideration worth up to an aggregate maximum amount of $0.20 per CVR, contingent on the achievement of annual sales milestones in 2024 and 2025 of Spectrum’s product ROLVEDON. The Company classified the acquisition-related contingent consideration liabilities as a Level 3 measurement, due to the lack of relevant observable inputs and market activity.

The initial fair value of the CVR determined as of the Effective Date of the Spectrum Merger was $3.9 million. As of September 30, 2023, the fair value of the Company’s CVR liability related to the Spectrum Merger was determined by the
Company to be zero. During both the three and nine months ended September 30, 2023, the Company recognized a benefit of $3.9 million for the change in fair value of the CVR contingent consideration, which was recognized in Change in fair value of contingent consideration in the Company’s Condensed Consolidated Statements of Comprehensive (Loss) Income. 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 September 30, 2023 included the discount rate of 18.0% and 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
Pursuant to 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 a Level 3 measurement, due to the lack of relevant observable inputs and market activity. As of September 30, 2023 and December 31, 2022, INDOCIN product contingent consideration was $28.9 million and $48.5 million, respectively, with $12.8 million and $26.3 million classified as current and $16.1 million and $22.2 million classified as long-term contingent consideration, respectively, in the Company’s Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2023, the Company recognized a benefit of $17.5 million and $8.1 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) Income. During the three and nine months ended September 30, 2022, the Company recognized an expense of $3.9 million and $6.8 million, respectively, for the change in fair value of contingent consideration. The fair value of the contingent consideration 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 September 30, 2023 included revenue volatility of 30%, discount rate of 8.5%, credit spread of 3.8% and updated 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 and nine months ended September 30, 2023 and 2022 (in thousands):

 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Fair value, beginning of the period$42,500 $36,759 $48,500 $37,659 
Fair value of contingent consideration incurred in Spectrum Merger3,932 — 3,932 — 
Change in fair value of contingent consideration recorded within costs and expenses(17,532)3,900 (8,124)6,845 
Cash payment related to contingent consideration— (4,000)(15,408)(7,845)
Fair value, end of the period$28,900 $36,659 $28,900 $36,659 

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 $0.8 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively, 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. Accordingly, the Company has recognized a loss on the fair value adjustment of the derivative liability in the amount of $0.5 million in Other (loss) gain in the Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023. There was no gain or loss on the fair value adjustment of the derivative liability for the three and nine months ended September 30, 2022.
The following table summarizes changes in fair value of the derivative liability that is measured on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2023 (in thousands):

Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Fair value, beginning of the period$252 $252 
Change in fair value of derivative liability recorded within Other (loss) gain512 512 
Fair value, end of the period$764 $764 

There was no change in the fair value of the derivative liability for the three and nine months ended September 30, 2022.

Financial Instruments Not Required to be Remeasured at Fair Value

The Company’s other financial assets and liabilities, including trade accounts receivable and accounts payable, are not remeasured to fair value, as the carrying cost of each approximates its fair value. As of September 30, 2023, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $41.8 million, compared to a par value of $40.0 million. As of December 31, 2022, the estimated fair value of the 2027 Convertible Notes, excluding the bifurcated embedded conversion option, was approximately $92.5 million, compared to a par value of $70.0 million. The Company estimated the fair value of its 2027 Convertible Notes as of September 30, 2023 and December 31, 2022 based on a market approach which represents a Level 2 valuation.
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
 
As of September 30, 2023, the Company’s net deferred tax assets are expected to be fully offset by a valuation allowance for the year ending December 31, 2023. 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 exact timing and amount of the valuation allowance releases are subject to change based on the level of profitability achieved in future periods. The Company continues to assess the realizability of its deferred tax assets on a quarterly basis. As part of its valuation allowance assessment as of September 30, 2023, the Company was no longer able to rely on its projected availability of future taxable income from pre-tax income forecasts. As such, the Company primarily relied on its reversing taxable temporary differences to assess its valuation allowance, which resulted in the recording of the full valuation allowance during the three months ended September 30, 2023. 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 and nine months ended September 30, 2023, the Company recorded an income tax expense of $50.7 million and $52.4 million, respectively. The difference between the income tax expense in each period 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, offset by state taxes, disallowed officer’s compensation, and capital expenses.

The Company files income tax returns in the United States federal jurisdiction and in various states. The statutes of limitations for the Company's tax returns filed for the years 2007 through 2021 have not expired. Because of net operating losses and unutilized research and development credits, substantially all of the Company’s tax years remain open to examination. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense by the Company. As of September 30, 2023, the Company did not have significant accrued interest and penalties associated with unrecognized tax benefits.
v3.23.3
RESTRUCTURING CHARGES
 9 Months Ended
Sep. 30, 2023
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 will continue to implement additional measures under the Spectrum Reorganization Plan as needed and expects the recognition of any costs and cash payments under the Spectrum Reorganization Plan to be completed by the end of the third quarter of 2024.

The staff reductions under the Spectrum Reorganization Plan are the result of a distinct severance plan approved by the Company’s board of directors and are not being executed as part of established Company policies or plans. Accordingly, the related employee compensation costs were primarily recognized in the third quarter of 2023, which is when the plan and
underlying terms were finalized, approved by the Company’s board of directors, and communicated to the impacted staff, and since the reductions were effective immediately. Total employee compensation costs recognized under the Spectrum Reorganization Plan through September 30, 2023 were approximately $2.3 million. In addition, the leased facilities and office equipment referenced above are not expected to be in use for any business purpose by the end of 2023, and the Company will not sublease the facilities and office equipment due to the short remaining lease terms. Accordingly, the criteria for abandonment accounting to be applied to the leased facilities and office equipment were met in the third quarter of 2023. 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 under the Spectrum Reorganization Plan are expected to be $1.3 million.

The following table reflects total expenses related to the Spectrum Reorganization Plan recognized within the Condensed Consolidated Statement of Comprehensive (Loss) Income as Restructuring charges for three and nine months ended September 30, 2023 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
20232023
Employee compensation costs$2,257 $2,257 
Facility exit costs777 777 
Total restructuring charges$3,034 $3,034 

The following table summarizes the changes in the Company’s accrued restructuring liability under the Spectrum Reorganization Plan, which is classified within Accrued liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2023 (in thousands):
 Employee compensation costs
Balance as of December 31, 2022$— 
Restructuring accrual assumed in Spectrum Merger (See Note 2)
7,508 
Net accrual additions2,257 
Cash paid(5,345)
Balance as of September 30, 2023$4,420 
v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2023
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 necessary for a fair presentation of the information for the periods presented. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the entire year ending December 31, 2023 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, 2022 included in Assertio Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on March 8, 2023 (the “2022 Form 10-K”). The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from the audited financial statements at that date, as filed in the Company’s 2022 Form 10-K.
v3.23.3
ACQUISITIONS (Tables)
 9 Months Ended
Sep. 30, 2023
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 fair value of 223,397 CVRs at $0.0176 per CVR issued to holders of Spectrum common stock, employee stock awards and warrants as of the Effective Date.
Schedule of Assets Acquired and Liabilities Assumed
The following table reflects the preliminary fair value of the assets acquired and liabilities assumed at the Effective Date (in thousands). Goodwill is primarily attributable to expected synergies between the Company and Spectrum and is not expected to be deductible for tax purposes. The Company continues to assess the fair value of the assets acquired and liabilities assumed at the Effective Date, including any which may be impacted by Spectrum’s pending legal proceedings. Accordingly, the provisional fair value estimates of net assets acquired could potentially change, and the Company expects to finalize these values as soon as practical and no later than one year from the Effective Date.

Consideration transferred$252,873 
Assets:
Cash and cash equivalents$34,600 
Marketable securities2,194 
Accounts receivable50,975 
Inventories22,244 
Prepaid and other current assets1,287 
Property and equipment100 
Intangible assets234,000 
Other long-term assets1,396 
Total$346,796 
Liabilities:
Accounts payable$10,108 
Accrued rebates, returns and discounts21,025 
Accrued liabilities36,509 
Other current liabilities784 
Deferred taxes34,250 
Other long-term liabilities11,103 
Total$113,779 
Total Spectrum net assets acquired (1)
$233,017 
Goodwill$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.
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, 2022 (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 September 30,Nine Months Ended September 30,
2023202220232022
Net sales$35,629$34,212 $159,528$42,466 
Net loss(285,658)(22,073)(326,769)(98,616)
v3.23.3
REVENUE (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Net Revenue
The following table reflects total revenue, net for the three and nine months ended September 30, 2023 and 2022 (in thousands): 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Product sales, net:
INDOCIN products$17,948$21,869 $76,369$66,067 
ROLVEDON7,132— 7,132— 
Otrexup2,807 3,004 9,222 8,699 
Sympazan2,103 — 7,232 — 
SPRIX2,545 2,455 6,807 6,437 
CAMBIA1,993 5,808 6,062 17,464 
Zipsor597 259 2,751 2,704 
Other products12 884 1,414 3,887 
Total product sales, net35,137 34,279 116,989 105,258 
Royalties and milestone revenue490 473 1,910 1,916 
Other revenue— (540)185 (1,290)
Total revenues$35,627 $34,212 $119,084 $105,884 
v3.23.3
INVENTORIES, NET (Tables)
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net
The following table reflects the components of inventory, net as of September 30, 2023 and December 31, 2022 (in thousands): 
 September 30, 2023December 31, 2022
Raw materials$15,355 $1,367 
Work-in-process1,330 2,735 
Finished goods26,025 9,594 
Total inventories, net$42,710 $13,696 
v3.23.3
PREPAID AND OTHER CURRENT ASSETS (Tables)
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands): 

September 30, 2023December 31, 2022
Prepaid assets and deposits$2,614 $8,268 
Other current assets281 — 
Total prepaid and other current assets$2,895 $8,268 
v3.23.3
PROPERTY AND EQUIPMENT, NET (Tables)
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
The following table reflects property and equipment, net as of September 30, 2023 and December 31, 2022 (in thousands): 

September 30, 2023December 31, 2022
Furniture and office equipment$1,808 $1,712 
Laboratory equipment20 20 
Leasehold improvements2,945 2,945 
Construction in progress528 — 
5,301 4,677 
Less: Accumulated depreciation(4,497)(3,933)
Property and equipment, net$804 $744 
v3.23.3
INTANGIBLE ASSETS AND GOODWILL (Tables)
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (dollar amounts in thousands): 

 September 30, 2023December 31, 2022
Remaining Useful Life
 (In years)		Gross Carrying AmountAccumulated AmortizationImpairmentNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Products rights:
INDOCIN8.6$154,100 $(43,126)$(52,463)$58,511 $154,100 $(33,495)$120,605 
ROLVEDON9.8234,000 (3,900)(157,095)73,005 — — — 
Otrexup6.244,086 (9,644)(22,946)11,496 44,086 (5,511)38,575 
Sympazan11.114,550 (1,111)— 13,439 14,550 (202)14,348 
SPRIX3.639,000 (18,711)(6,327)13,962 39,000 (14,532)24,468 
Total intangible assets $485,736 $(76,492)$(238,831)$170,413 $251,736 $(53,740)$197,996 
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
2023 (remainder)5,259 
202421,035 
202521,035 
202621,035 
202718,814 
Thereafter83,235 
Total$170,413 
v3.23.3
OTHER LONG-TERM ASSETS (Tables)
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands): 

 September 30, 2023December 31, 2022
Operating lease right-of-use assets$1,806 $137 
Prepaid asset and deposits1,493 1,607 
Other 696 965 
Total other long-term assets$3,995 $2,709 
v3.23.3
ACCRUED LIABILITIES (Tables)
 9 Months Ended
Sep. 30, 2023
Accounts Payable and Accrued Liabilities, Current [Abstract]  
Schedule of Accrued Liabilities
The following table reflects accrued liabilities as of September 30, 2023 and December 31, 2022 (in thousands): 

 September 30, 2023December 31, 2022
Accrued compensation$2,468 $3,117 
Accrued restructuring costs (See Note 19)
4,420 — 
Other accrued liabilities12,778 6,561 
Taxes payable1,353 — 
Interest payable217 1,593 
Accrued royalties829 910 
Total accrued liabilities$22,065 $12,181 
v3.23.3
DEBT (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
The following table reflects the Company’s debt as of September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023December 31, 2022
6.5% Convertible Senior Secured Notes due 2027
$40,000$70,000
Royalty Rights obligation—470
Total principal amount40,00070,470
Plus: derivative liability for embedded conversion feature764252
Less: unamortized debt issuance costs(1,898)(3,849)
Carrying value38,86666,873
Less: current portion of long-term debt—(470)
Long-term debt, net$38,866 $66,403
Schedule of Carrying Values Convertible Notes
The following table reflects the carrying balance of the 2027 Convertible Notes as of September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023December 31, 2022
Principal balance$40,000 $70,000 
Derivative liability for embedded conversion feature764 252 
Unamortized debt issuance costs(1,898)(3,849)
Carrying balance$38,866 $66,403 
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) Income for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Interest on 2027 Convertible Notes$650$456$2,275$456
Interest on 2024 Secured Notes—1,516—6,064
Amortization of Royalty Rights(1)
—80—128
Amortization of debt issuance costs102—350—
Total interest expense$752$2,052$2,625$6,648
(1)As a result of the extinguishment of the Royalty Rights obligation in the fourth quarter of 2022, there will be no additional amortization expense recognized in future periods.
v3.23.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Schedule of Lease Expense
The following table reflects lease expense and income for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Financial Statement Classification2023202220232022
Operating lease costSelling, general and administrative expenses$65 $39 $161 $118 
Operating lease costOther gain — 148 — 444 
Total lease cost$65 $187 $161 $562 
Sublease IncomeOther gain $— $168 $— $1,111 
The following table reflects supplemental cash flow information related to leases for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$225 $533 $433 $1,593 
Schedule of Supplemental Balance Sheet Information
The following table reflects supplemental balance sheet information related to leases as of September 30, 2023 and December 31, 2022 (in thousands):
Financial Statement ClassificationSeptember 30, 2023December 31, 2022
Assets
Operating lease right-of-use assetsOther long-term assets$1,806 $137 
Liabilities
Current operating lease liabilitiesOther current liabilities$970 $401 
Noncurrent operating lease liabilitiesOther long-term liabilities1,679 — 
Total lease liabilities$2,649 $401 
v3.23.3
NET (LOSS) INCOME PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2023
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) earnings per common share for the three and nine months ended September 30, 2023 and 2022 (in thousands, except for per share amounts):

 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Basic net (loss) income per share
Net (loss) income $(279,544)$4,174 $(274,558)$21,072 
Weighted-average common shares outstanding81,713 48,180 63,066 46,566 
Basic net (loss) income per share$(3.42)$0.09 $(4.35)$0.45 
Diluted net (loss) income per share
Net (loss) income $(279,544)$4,174 $(274,558)$21,072 
Add: Convertible debt interest expense, net of tax— 497 — 487 
Adjusted net (loss) income (279,544)4,671 (274,558)21,559 
Weighted-average common shares and share equivalents outstanding81,713 48,180 63,066 46,566 
Add: effect of dilutive stock-based awards and equivalents— 1,960 — 1,462 
Add: effect of dilutive convertible debt under if-converted method— 7,246 — 2,442 
Denominator for diluted net (loss) income per share81,713 57,386 63,066 50,470 
Diluted net (loss) income per share$(3.42)$0.08 $(4.35)$0.42 
Schedule of Anti-Dilutive Securities Excluded from Computation of Diluted Net (Loss) Income Per Share
The following table reflects outstanding potentially dilutive common shares that are not included in the computation of diluted net (loss) income per share, because to do so would be anti-dilutive, for the three and nine months ended September 30, 2023 and 2022 (in thousands):
 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Convertible notes9,768 — 11,324 — 
Stock-based awards and equivalents7,016 2,983 7,641 1,329 
Total potentially dilutive common shares16,784 2,983 18,965 1,329
v3.23.3
FAIR VALUE (Tables)
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022 (in thousands):

September 30, 2023Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
U.S. TreasuriesCash and cash equivalents$— $38,204 $— $38,204 
Money market fundsCash and cash equivalents22,797 — — 22,797 
Total$22,797 $38,204 $— $61,001 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $12,800 $12,800 
Long-term contingent considerationContingent consideration— — 16,100 16,100 
Derivative liabilityLong-term debt— — 764 764 
Total$— $— $29,664 $29,664 

December 31, 2022Financial Statement ClassificationLevel 1Level 2Level 3Total
Assets:
Commercial paperCash and cash equivalents$— $4,983 $— $4,983 
U.S. TreasuriesCash and cash equivalents— 3,981 — 3,981 
U.S. Government agenciesCash and cash equivalents— 10,937 — 10,937 
Money market fundsCash and cash equivalents38,478 — — 38,478 
Total$38,478 $19,901 $— $58,379 
Liabilities:
Short-term contingent considerationContingent consideration, current portion$— $— $26,300 $26,300 
Long-term contingent considerationContingent consideration— — 22,200 22,200 
Derivative liabilityLong-term debt— — 252 252 
Total$— $— $48,752 $48,752 
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 and nine months ended September 30, 2023 and 2022 (in thousands):

 Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Fair value, beginning of the period$42,500 $36,759 $48,500 $37,659 
Fair value of contingent consideration incurred in Spectrum Merger3,932 — 3,932 — 
Change in fair value of contingent consideration recorded within costs and expenses(17,532)3,900 (8,124)6,845 
Cash payment related to contingent consideration— (4,000)(15,408)(7,845)
Fair value, end of the period$28,900 $36,659 $28,900 $36,659 
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation
The following table summarizes changes in fair value of the derivative liability that is measured on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2023 (in thousands):

Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Fair value, beginning of the period$252 $252 
Change in fair value of derivative liability recorded within Other (loss) gain512 512 
Fair value, end of the period$764 $764 
v3.23.3
RESTRUCTURING CHARGES (Tables)
 9 Months Ended
Sep. 30, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Charges
The following table reflects total expenses related to the Spectrum Reorganization Plan recognized within the Condensed Consolidated Statement of Comprehensive (Loss) Income as Restructuring charges for three and nine months ended September 30, 2023 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
20232023
Employee compensation costs$2,257 $2,257 
Facility exit costs777 777 
Total restructuring charges$3,034 $3,034 
Schedule of Accrued Restructuring and Severance Costs
The following table summarizes the changes in the Company’s accrued restructuring liability under the Spectrum Reorganization Plan, which is classified within Accrued liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2023 (in thousands):
 Employee compensation costs
Balance as of December 31, 2022$— 
Restructuring accrual assumed in Spectrum Merger (See Note 2)
7,508 
Net accrual additions2,257 
Cash paid(5,345)
Balance as of September 30, 2023$4,420 
v3.23.3
ACQUISITIONS - Narrative (Details) - Spectrum Pharmaceuticals, Inc. - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Jul. 31, 2023
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2025
Dec. 31, 2024
Business Acquisition [Line Items]          
Business acquisition, fixed exchange ratio $ 0.1783        
Business acquisition, contingent consideration, per share, maximum (in dollars per share) $ 0.20        
Business combination, contingent consideration liability, number of shares (in shares) 223,397        
Business acquisition, contingent consideration, per share (in dollars per share) $ 0.0176        
Acquired finite-lived intangible assets, useful life 10 years        
Acquisition costs related to the transaction   $ 2.7 $ 8.5    
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)       $ 0.10 $ 0.10
Business combination, contingent consideration arrangements, range of outcomes, value, high       $ 225.0 $ 175.0
v3.23.3
ACQUISITIONS - Acquisition Date Fair Value of Consideration Transferred (Details) - Spectrum Pharmaceuticals, Inc. - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
Jul. 31, 2023
Sep. 30, 2023
Business Acquisition [Line Items]    
Assertio shares issued (in shares) 38,013  
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
Consideration transferred $ 252,873  
v3.23.3
ACQUISITIONS - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Jul. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Liabilities:      
Goodwill   $ 19,856 $ 0
Spectrum Pharmaceuticals, Inc.      
Business Acquisition [Line Items]      
Consideration transferred $ 252,873    
Assets:      
Cash and cash equivalents 34,600    
Marketable securities 2,194    
Accounts receivable 50,975    
Inventories 22,244    
Prepaid and other current assets 1,287    
Property and equipment 100    
Intangible assets 234,000    
Other long-term assets 1,396    
Total 346,796    
Liabilities:      
Accounts payable 10,108    
Accrued rebates, returns and discounts 21,025    
Accrued liabilities 36,509    
Other current liabilities 784    
Deferred taxes 34,250    
Other long-term liabilities 11,103    
Total 113,779    
Total Spectrum net assets acquired 233,017    
Goodwill $ 19,856    
v3.23.3
ACQUISITIONS - Unaudited Pro Forma Financial Information (Details) - Spectrum Pharmaceuticals, Inc. - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Business Acquisition [Line Items]        
Net sales $ 35,629 $ 34,212 $ 159,528 $ 42,466
Net loss $ (285,658) $ (22,073) $ (326,769) $ (98,616)
v3.23.3
REVENUE - Schedule of Disaggregated Revenue from Contracts with Customers (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Total revenues $ 35,627 $ 34,212 $ 119,084 $ 105,884
Total product sales, net        
Disaggregation of Revenue [Line Items]        
Total revenues 35,137 34,279 116,989 105,258
INDOCIN products        
Disaggregation of Revenue [Line Items]        
Total revenues 17,948 21,869 76,369 66,067
ROLVEDON        
Disaggregation of Revenue [Line Items]        
Total revenues 7,132 0 7,132 0
Otrexup        
Disaggregation of Revenue [Line Items]        
Total revenues 2,807 3,004 9,222 8,699
Sympazan        
Disaggregation of Revenue [Line Items]        
Total revenues 2,103 0 7,232 0
SPRIX        
Disaggregation of Revenue [Line Items]        
Total revenues 2,545 2,455 6,807 6,437
CAMBIA        
Disaggregation of Revenue [Line Items]        
Total revenues 1,993 5,808 6,062 17,464
Zipsor        
Disaggregation of Revenue [Line Items]        
Total revenues 597 259 2,751 2,704
Other products        
Disaggregation of Revenue [Line Items]        
Total revenues 12 884 1,414 3,887
Royalties and milestone revenue        
Disaggregation of Revenue [Line Items]        
Total revenues 490 473 1,910 1,916
Other revenue        
Disaggregation of Revenue [Line Items]        
Total revenues $ 0 $ (540) $ 185 $ (1,290)
v3.23.3
REVENUE - Narratives (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Contract liabilities $ 0.0   $ 0.0   $ 0.2
Royalties and milestone revenue          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Revenue recognized 0.0 $ 0.0 0.5 $ 0.5  
Canada | CAMBIA          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Revenue recognized $ 0.5 $ 0.5 $ 1.5 $ 1.5  
v3.23.3
ACCOUNTS RECEIVABLES, NET (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
ACCOUNTS RECEIVABLES, NET    
Accounts receivable, net $ 62,467 $ 45,357
Allowance for cash discounts for prompt payment 1,500 900
Product Sales Receivable    
ACCOUNTS RECEIVABLES, NET    
Accounts receivable, net $ 62,500 $ 45,400
v3.23.3
INVENTORIES, NET - Schedule of Inventories, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory    
Raw materials $ 15,355 $ 1,367
Work-in-process 1,330 2,735
Finished goods 26,025 9,594
Total inventories, net $ 42,710 $ 13,696
v3.23.3
INVENTORIES, NET - Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Inventory reserves $ 5.7 $ 2.8
v3.23.3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid assets and deposits $ 2,614 $ 8,268
Other current assets 281 0
Total prepaid and other current assets $ 2,895 $ 8,268
v3.23.3
PREPAID AND OTHER CURRENT ASSETS - Narrative (Details) - USD ($)
$ in Millions
 1 Months Ended
Aug. 31, 2018
Sep. 30, 2023
Dec. 31, 2022
Other Significant Noncash Transactions [Line Items]      
Credit loss allowance   $ 3.5 $ 3.5
NES Therapeutic, Inc.      
Other Significant Noncash Transactions [Line Items]      
Convertible notes receivable $ 3.0    
Convertible notes receivable, interest rate 10.00%    
Payment for convertible notes receivable $ 3.0    
v3.23.3
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 5,301 $ 4,677
Less: Accumulated depreciation (4,497) (3,933)
Property and equipment, net 804 744
Furniture and office equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,808 1,712
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 2,945 2,945
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 528 $ 0
v3.23.3
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 0.2 $ 0.2 $ 0.6 $ 0.6
v3.23.3
INTANGIBLE ASSETS AND GOODWILL - Summary of Gross Carrying Amounts and Net Book Values of Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Intangible assets    
Gross Carrying Amount $ 485,736 $ 251,736
Accumulated Amortization (76,492) (53,740)
Impairment (238,831)  
Total $ 170,413 197,996
INDOCIN | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 8 years 7 months 6 days  
Gross Carrying Amount $ 154,100 154,100
Accumulated Amortization (43,126) (33,495)
Impairment (52,463)  
Total $ 58,511 120,605
ROLVEDON | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 9 years 9 months 18 days  
Gross Carrying Amount $ 234,000 0
Accumulated Amortization (3,900) 0
Impairment (157,095)  
Total $ 73,005 0
Otrexup | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 6 years 2 months 12 days  
Gross Carrying Amount $ 44,086 44,086
Accumulated Amortization (9,644) (5,511)
Impairment (22,946)  
Total $ 11,496 38,575
Sympazan | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 11 years 1 month 6 days  
Gross Carrying Amount $ 14,550 14,550
Accumulated Amortization (1,111) (202)
Impairment 0  
Total $ 13,439 14,348
SPRIX | Product Rights    
Intangible assets    
Remaining Useful Life (In years) 3 years 7 months 6 days  
Gross Carrying Amount $ 39,000 39,000
Accumulated Amortization (18,711) (14,532)
Impairment (6,327)  
Total $ 13,962 $ 24,468
v3.23.3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Intangible assets        
Loss on impairment of intangible assets $ 238,831 $ 0 $ 238,831 $ 0
Amortization expense 10,184 $ 7,969 $ 22,752 $ 24,438
Spectrum Pharmaceuticals, Inc.        
Intangible assets        
Goodwill acquired during period $ 19,900      
v3.23.3
INTANGIBLE ASSETS AND GOODWILL - Summary of Future Amortization Expense of Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 (remainder) $ 5,259  
2024 21,035  
2025 21,035  
2026 21,035  
2027 18,814  
Thereafter 83,235  
Total $ 170,413 $ 197,996
v3.23.3
OTHER LONG-TERM ASSETS (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
May 01, 2023
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]      
Operating lease right-of-use assets $ 1,806 $ 1,300 $ 137
Prepaid asset and deposits 1,493   1,607
Other 696   965
Total other long-term assets $ 3,995   $ 2,709
v3.23.3
ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]    
Accrued compensation $ 2,468 $ 3,117
Accrued restructuring costs (See Note 19) 4,420 0
Other accrued liabilities 12,778 6,561
Taxes payable 1,353 0
Interest payable 217 1,593
Accrued royalties 829 910
Total accrued liabilities $ 22,065 $ 12,181
v3.23.3
DEBT - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Aug. 22, 2022
Debt Instrument [Line Items]      
Gross, long-term debt $ 40,000 $ 70,470  
Plus: derivative liability for embedded conversion feature 764 252  
Less: unamortized debt issuance costs (1,898) (3,849)  
Carrying value 38,866 66,873  
Less: current portion of long-term debt 0 (470)  
Long-term debt, net 38,866 66,403  
Convertible notes      
Debt Instrument [Line Items]      
Less: unamortized debt issuance costs $ (1,600)    
Convertible notes | 6.5% Convertible Senior Secured Notes due 2027      
Debt Instrument [Line Items]      
Interest rate 6.50%   6.50%
Gross, long-term debt $ 40,000 70,000  
Plus: derivative liability for embedded conversion feature 764 252  
Less: unamortized debt issuance costs (1,600)    
Senior Notes | Royalty Rights obligation      
Debt Instrument [Line Items]      
Gross, long-term debt $ 0 $ 470  
v3.23.3
DEBT - Narrative (Details)
 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 27, 2023
USD ($)
shares
Aug. 22, 2022
USD ($)
$ / shares
Rate
Sep. 30, 2023
USD ($)
shares
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
shares
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
shares
Debt Instrument [Line Items]              
Common stock, issued (in shares) | shares     94,553,009   94,553,009   48,319,838
Direct transaction costs     $ 0 $ 0 $ 9,918,000 $ 0  
Unamortized issuance costs     1,898,000   1,898,000   $ 3,849,000
Derivative liability     764,000   764,000   252,000
Recurring              
Debt Instrument [Line Items]              
Derivative liability     764,000   764,000   252,000
Level 3 | Recurring              
Debt Instrument [Line Items]              
Derivative liability     764,000   764,000   252,000
Convertible notes              
Debt Instrument [Line Items]              
Unamortized issuance costs     1,600,000   1,600,000    
Senior Notes              
Debt Instrument [Line Items]              
Amortization of debt issuance costs     $ 102,000 $ 0 $ 350,000 $ 0  
6.5% Convertible Senior Secured Notes due 2027 | Convertible notes              
Debt Instrument [Line Items]              
Interest rate   6.50% 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          
Common stock, issued (in shares) | shares 6,990,000            
Repayments of debt $ 10,500,000            
Induced conversion of convertible debt expense 8,800,000            
Direct transaction costs $ 1,100,000            
Unamortized issuance costs     $ 1,600,000   $ 1,600,000    
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   400,000    
Derivative liability     764,000   764,000   $ 252,000
Derivative, fair value     $ 500,000   $ 500,000    
Senior Secured Notes Due 2024 | Senior Notes              
Debt Instrument [Line Items]              
Interest rate   13.00%          
Repayment of debt, principal   $ 59,000,000          
Repayment of debt, interest   $ 3,000,000          
Royalty Rights obligation | Senior Notes              
Debt Instrument [Line Items]              
Royalty payments, percentage of revenue             1.50%
v3.23.3
DEBT - Schedule of Carrying Values Convertible Notes (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Derivative liability for embedded conversion feature $ 764 $ 252
6.5% Convertible Senior Secured Notes due 2027 | Convertible notes    
Debt Instrument [Line Items]    
Principal balance 40,000 70,000
Derivative liability for embedded conversion feature 764 252
Unamortized debt issuance costs (1,898) (3,849)
Carrying balance $ 38,866 $ 66,403
v3.23.3
DEBT - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Debt Instrument [Line Items]        
Amortization of Royalty Rights $ 0 $ 80 $ 0 $ 128
Total interest expense 752 2,052 2,625 6,648
Senior Notes        
Debt Instrument [Line Items]        
Amortization of debt issuance costs 102 0 350 0
Senior Notes | Interest on 2027 Convertible Notes        
Debt Instrument [Line Items]        
Interest payable on notes 650 456 2,275 456
Interest on 2024 Secured Notes        
Debt Instrument [Line Items]        
Interest payable on notes 0 $ 1,516 0 $ 6,064
Interest on 2024 Secured Notes | Interest on 2027 Convertible Notes        
Debt Instrument [Line Items]        
Amortization of debt issuance costs $ 100   $ 400  
v3.23.3
STOCK-BASED COMPENSATION (Details) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Settlement of employee equity awards       $ 7,770 $ 707
Restricted stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Awards granted (in shares)   1.0   0.8  
Average fair market value (in dollars per share)   $ 2.24   $ 5.61  
Shares outstanding value (in shares)   0.3      
Employee’s tax withholding liability (in shares)   0.2      
Vesting and settlement value   $ 2,600      
Options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Options granted (in shares)       0.7  
Average market fair value (in dollars per share)       $ 4.51  
Performance stock units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Settlement of employee equity awards (in shares)   0.5      
ESPP          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Settlement of employee equity awards   $ 3,400      
Selling, General and Administrative Expenses          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based compensation expense $ 1,900   $ 2,400 $ 6,500 $ 5,100
v3.23.3
LEASES - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2022
Sep. 30, 2023
May 01, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]        
Operating lease right-of-use assets   $ 1,806 $ 1,300 $ 137
Noncurrent operating lease liabilities   1,679 $ 1,300 0
Lessee, operating lease, discount rate     7.41%  
Gain on early termination of sublease $ 600      
Current operating lease liabilities   970   $ 401
Spectrum Pharmaceuticals, Inc.        
Lessee, Lease, Description [Line Items]        
Operating lease right-of-use assets   400    
Noncurrent operating lease liabilities   300    
Current operating lease liabilities   $ 700    
v3.23.3
LEASES - Lease Cost Components (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Lessee, Lease, Description [Line Items]        
Total lease cost $ 65 $ 187 $ 161 $ 562
Selling, general and administrative expenses        
Lessee, Lease, Description [Line Items]        
Operating lease cost 65 39 161 118
Other gain        
Lessee, Lease, Description [Line Items]        
Operating lease cost 0 148 0 444
Sublease Income $ 0 $ 168 $ 0 $ 1,111
v3.23.3
LEASES - Supplemental Cash Flow and Other Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Cash paid for amounts included in measurement of liabilities:        
Operating cash flows from operating leases $ 225 $ 533 $ 433 $ 1,593
v3.23.3
LEASES - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
May 01, 2023
Dec. 31, 2022
Assets      
Operating lease right-of-use assets $ 1,806 $ 1,300 $ 137
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 $ 970   $ 401
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities   Other current liabilities
Noncurrent operating lease liabilities $ 1,679 $ 1,300 $ 0
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other long-term liabilities   Other long-term liabilities
Total lease liabilities $ 2,649   $ 401
v3.23.3
COMMITMENTS AND CONTINGENCIES - Supply Agreements (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Supply Commitment [Line Items]  
Purchase obligation, percentage 75.00%
Cosette  
Supply Commitment [Line Items]  
Annual purchase obligation $ 6.3
Antares  
Supply Commitment [Line Items]  
Annual purchase obligation 2.0
Supply Agreement | JHS  
Supply Commitment [Line Items]  
Annual purchase obligation $ 1.0
v3.23.3
COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Legal contingency accrual $ 3.2 $ 3.2
v3.23.3
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
v3.23.3
COMMITMENTS AND CONTINGENCIES - Multidistrict Opioid Litigation (Details)
Sep. 30, 2023
case
Multidistrict Opioid Litigation  
Legal matters  
Number of industry-wide opioid litigation cases (more than) 2,000
v3.23.3
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
v3.23.3
SHAREHOLDERS' EQUITY (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Jul. 31, 2023
Mar. 31, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Dec. 17, 2021
May 20, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Proceeds from the issuance of common stock     $ 0 $ 7,020      
Unamortized issuance costs     $ 1,898   $ 3,849    
Warrants term             18 months
Warrants exercised (in shares)       400,000      
Common shares issued (in shares)       400,000      
Warrants outstanding       $ 0      
Zyla Life Sciences | Iroko | Warrant Agreements              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Exercise aggregate ownership percentage maximum threshold             49.00%
Zyla Life Sciences | Money market funds | Zyla Life Sciences              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Purchase price, number of shares outstanding, per share (in dollars per share)             $ 0.0016
Spectrum Pharmaceuticals, Inc.              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Issuance of common stock (in shares) 38,000,000            
At The Market Program              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Aggregate offering price           $ 25,000  
Stock offering, shares sold (in shares)     2,463,637        
Stock offering, purchase price (in dollars per share)     $ 3.02        
Stock offering, gross proceeds     $ 7,400        
Stock offering, net proceeds     7,000        
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 | 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)   7,000,000          
Unamortized issuance costs     $ 1,600        
v3.23.3
NET (LOSS) INCOME PER SHARE - Schedule of Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Basic net (loss) income per share        
Net (loss) income $ (279,544) $ 4,174 $ (274,558) $ 21,072
Weighted-average common shares outstanding/share equivalents outstanding (in shares) 81,713 48,180 63,066 46,566
Basic net (loss) income per share (in dollars per share) $ (3.42) $ 0.09 $ (4.35) $ 0.45
Diluted net (loss) income per share        
Net (loss) income $ (279,544) $ 4,174 $ (274,558) $ 21,072
Add: Convertible debt interest expense, net of tax 0 497 0 487
Adjusted net (loss) income $ (279,544) $ 4,671 $ (274,558) $ 21,559
Weighted-average common shares outstanding/share equivalents outstanding (in shares) 81,713 48,180 63,066 46,566
Add: effect of dilutive stock-based awards and equivalents (in shares) 0 1,960 0 1,462
Add: effect of dilutive convertible debt under if-converted method (in shares) 0 7,246 0 2,442
Denominator for diluted net (loss) income per share (in shares) 81,713 57,386 63,066 50,470
Diluted net (loss) income per share (in dollars per share) $ (3.42) $ 0.08 $ (4.35) $ 0.42
v3.23.3
NET (LOSS) INCOME PER SHARE - Schedule Dilutive Shares Information (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total potentially dilutive common shares (in shares) 16,784 2,983 18,965 1,329
Convertible notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total potentially dilutive common shares (in shares) 9,768 0 11,324 0
Stock-based awards and equivalents        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total potentially dilutive common shares (in shares) 7,016 2,983 7,641 1,329
v3.23.3
FAIR VALUE - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Liabilities:    
Short-term contingent consideration $ 12,800 $ 26,300
Long-term contingent consideration 16,100 22,200
Derivative liability 764 252
Recurring    
ASSETS    
Total 61,001 58,379
Liabilities:    
Short-term contingent consideration 12,800 26,300
Long-term contingent consideration 16,100 22,200
Derivative liability 764 252
Total 29,664 48,752
Recurring | Commercial paper    
ASSETS    
Cash and cash equivalents   4,983
Recurring | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 38,204 3,981
Recurring | U.S. Government agencies    
ASSETS    
Cash and cash equivalents   10,937
Recurring | Money market funds    
ASSETS    
Cash and cash equivalents 22,797 38,478
Recurring | Level 1    
ASSETS    
Total 22,797 38,478
Liabilities:    
Short-term contingent consideration 0 0
Long-term contingent consideration 0 0
Derivative liability 0 0
Total 0 0
Recurring | Level 1 | Commercial paper    
ASSETS    
Cash and cash equivalents   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
Recurring | Level 1 | Money market funds    
ASSETS    
Cash and cash equivalents 22,797 38,478
Recurring | Level 2    
ASSETS    
Total 38,204 19,901
Liabilities:    
Short-term contingent consideration 0 0
Long-term contingent consideration 0 0
Derivative liability 0 0
Total 0 0
Recurring | Level 2 | Commercial paper    
ASSETS    
Cash and cash equivalents   4,983
Recurring | Level 2 | U.S. Treasuries    
ASSETS    
Cash and cash equivalents 38,204 3,981
Recurring | Level 2 | U.S. Government agencies    
ASSETS    
Cash and cash equivalents   10,937
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 12,800 26,300
Long-term contingent consideration 16,100 22,200
Derivative liability 764 252
Total 29,664 48,752
Recurring | Level 3 | Commercial paper    
ASSETS    
Cash and cash equivalents   0
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
Recurring | Level 3 | Money market funds    
ASSETS    
Cash and cash equivalents $ 0 $ 0
v3.23.3
FAIR VALUE - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Rate
Sep. 30, 2022
USD ($)
Jul. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Change in fair value of contingent consideration $ (17,532) $ 3,900 $ (8,124) $ 6,845    
Short-term contingent consideration 12,800   12,800     $ 26,300
Long-term contingent consideration 16,100   16,100     22,200
Derivative liability 764   764     252
Recurring            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Short-term contingent consideration 12,800   12,800     26,300
Long-term contingent consideration 16,100   16,100     22,200
Derivative liability 764   764     252
Level 3            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Change in fair value of contingent consideration recorded within costs and expenses 512   512      
Level 3 | Recurring            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Short-term contingent consideration 12,800   12,800     26,300
Long-term contingent consideration 16,100   16,100     22,200
Derivative liability 764   764     252
Level 2            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Debt conversion option value 41,800   41,800     92,500
Convertible notes, par value 40,000   40,000     70,000
Level 2 | Recurring            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Short-term contingent consideration 0   0     0
Long-term contingent consideration 0   0     0
Derivative liability $ 0   $ 0     0
Revenue Volatility            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Contingent consideration, measurement input 0.30   0.30      
Discount Rate            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Contingent consideration, measurement input 0.180   0.180      
Discounted Cash Flow | Discount Rate            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Contingent consideration, measurement input 0.085   0.085      
Discounted Cash Flow | Credit Spread            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Contingent consideration, measurement input 0.038   0.038      
Spectrum Pharmaceuticals, Inc.            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Business acquisition, contingent consideration, per share, maximum (in dollars per share) | $ / shares         $ 0.20  
Contingent consideration $ 0   $ 0   $ 3,932  
Change in fair value of contingent consideration 3,900   3,900      
INDOCIN            
Schedule of Cash and Cash Equivalents and Marketable Securities [Line Items]            
Contingent consideration 28,900   28,900     48,500
Contingent payment consideration, future royalties covenant, product net sales (over)     $ 20,000      
Contingent consideration, royalty percentage | Rate     20.00%      
Short-term contingent consideration 12,800   $ 12,800     26,300
Long-term contingent consideration $ 16,100   $ 16,100     $ 22,200
v3.23.3
FAIR VALUE - Schedule of Changes in Fair Value (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
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 Costs and Expenses Costs and Expenses
Level 3        
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 $ 512   $ 512  
Level 3 | Contingent consideration        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value, beginning of the period 42,500 $ 36,759 48,500 $ 37,659
Fair value of contingent consideration incurred in Spectrum Merger 3,932 0 3,932 0
Change in fair value of contingent consideration recorded within costs and expenses (17,532) 3,900 (8,124) 6,845
Cash payment related to contingent consideration 0 (4,000) (15,408) (7,845)
Fair value, end of the period $ 28,900 $ 36,659 $ 28,900 $ 36,659
v3.23.3
FAIR VALUE - Summary of Changes in Fair Value of Derivative Liabilities (Details) - Level 3 - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]    
Fair value, beginning of the period $ 252 $ 252
Change in fair value of derivative liability recorded within Other (loss) gain (512) (512)
Fair value, end of the period $ 764 $ 764
v3.23.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]        
Income tax expense $ (50,659) $ (210) $ (52,409) $ (1,516)
v3.23.3
RESTRUCTURING CHARGES - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Aug. 31, 2023
Restructuring Cost and Reserve [Line Items]      
Employee compensation costs $ 2,257 $ 2,257  
Facility Closing      
Restructuring Cost and Reserve [Line Items]      
Restructuring and related cost, expected cost     $ 1,300
v3.23.3
RESTRUCTURING CHARGES - Schedule of Restructuring Activities (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Restructuring costs        
Employee compensation costs $ 2,257   $ 2,257  
Facility exit costs 777   777  
Total restructuring charges $ 3,034 $ 0 $ 3,034 $ 0
v3.23.3
RESTRUCTURING CHARGES - Schedule of Accrued Restructuring Costs (Details) - Employee compensation costs - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Accrued restructuring and severance costs rollforward    
Balance at beginning of period   $ 0
Restructuring accrual assumed in Spectrum Merger (See Note 2)   7,508
Net accrual additions $ 2,257  
Cash paid (5,345)  
Balance at end of period $ 4,420 $ 4,420