UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May ~~April 24~~11, 2020 ~~(April 22, 2020)~~

ASSERTIO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13111	94-3229046
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction ofIncorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 S. Saunders Road, Suite 300, Lake Forest, IL 60045

(Address of Principal Executive Offices; Zip Code)

(224) 419-7106

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, $0.0001 par value	ASRT	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ☐

Item 32.0102 ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~April~~May 2211, 2020, Assertio Therapeutics, Inc. (the “Company”) ~~received~~issued ~~notification~~a ~~(the~~press ~~“Notice”)~~release ~~from~~announcing ~~the~~its ~~Listing~~financial ~~Qualifications~~results ~~Department~~for ~~of The Nasdaq Stock Market (“Nasdaq”) indicating that~~ the ~~Company’s~~three ~~common~~months ~~stock~~ended ~~is subject to potential delisting from the Nasdaq Global Select Market because~~March 31, ~~for~~2020. The apress ~~period~~release ofis 30attached ~~consecutive~~hereto ~~business~~as ~~days, the bid price of the Company’s common stock has closed below the minimum $1~~Exhibit 99.001 ~~per~~and ~~share~~is ~~requirement~~incorporated ~~for~~by ~~continued~~reference ~~inclusion under Nasdaq Marketplace Rule 5450(a)(1) (the “Bid Price Rule”)~~herein.

InThe ~~accordance~~information ~~with~~in ~~Nasdaq~~Item ~~Marketplace~~2.02 ~~Rule 5810(c)(3)(A), the Company has a period~~ of ~~180~~this ~~calendar~~Current ~~days~~Report ~~from~~on ~~the~~Form 8-K ~~date~~shall ofnot ~~the~~be ~~Notice~~deemed to ~~regain~~be ~~compliance.~~“filed” ~~However, due to recent market conditions, the Notice indicated that Nasdaq has determined to toll the compliance period~~ for ~~the~~purposes ~~Bid~~of ~~Price Rule~~Section ~~through~~18 ~~June 30,~~of ~~2020. As a result,~~ the ~~compliance~~Securities ~~period~~Exchange ~~for~~Act ~~the~~of ~~Bid Price Rule will be reinstated on July 1~~1934, ~~2020~~as ~~(the “Reinstatement Date”)~~amended. ~~Accordingly,~~The ~~the~~information ~~Company~~contained ~~has~~herein ~~until~~shall ~~December 28,~~not ~~2020~~be ~~(the~~incorporated ~~“Compliance~~by ~~Date”),~~reference ~~which~~into isany ~~180~~filing ~~calendar~~with ~~days from~~ the ~~Reinstatement~~Securities ~~Date,~~and toExchange ~~regain~~Commission ~~compliance~~made ~~with~~by the ~~Bid Price Rule. To regain compliance~~Company, ~~the~~whether ~~closing~~made ~~bid~~before ~~price~~or ofafter the ~~Company’s~~date ~~common~~hereof, ~~stock~~regardless ~~must be at least $1.00 for a minimum~~ of ~~ten~~any ~~consecutive~~general ~~business~~incorporation ~~days~~language onin orsuch ~~before the Compliance Date~~filing.

IfItem ~~the~~8.01 ~~Company~~Results ~~fails to regain compliance with the Bid Price Rule before December 28, 2020 but meets all~~ of ~~the~~Operations ~~other~~and ~~applicable~~Financial standards for initial listing on the Nasdaq Global Select Market with the exception of the minimum bid price, then the Company may be eligible to have an additional 180 calendar days, or until June 26, 2021, to regain compliance with the Bid Price RuleCondition.

The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.

SIGNATURES



Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits

	99.1	Assertio Therapeutics, Inc. Press Release issued on May 11, 2020

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	ASSERTIO THERAPEUTICS, INC.
Date: April 24, 2020	By:	/s/ Daniel A. Peisert
		Daniel A. Peisert
		Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	ASSERTIO THERAPEUTICS, INC.

Date: May 11, 2020	By:	/s/ Daniel A. Peisert
		Daniel A. Peisert
		Senior Vice President and Chief Financial Officer

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