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 16~~July 27, 2023

SPECTRUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35006

93-0979187

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


Pilot House-Lewis Wharf, 2 Atlantic Avenue	6th Floor Boston, MA	02110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 586-3900

Not Applicable

(Former name or former address, if changed since last report.)

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:

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

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

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

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

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

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SPPI		The Nasdaq Capital Market

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 ☐

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. ☐

Item 8 5.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~May~~July 1627, 2023, Spectrum Pharmaceuticals, Inc. (the “Company”) ~~received~~held ~~written~~a ~~notice~~special meeting of stockholders (the “~~Notification~~Special ~~Letter~~Meeting”) ~~from~~in connection with the ~~Listing~~proposed ~~Qualifications~~merger ~~Staff~~(the “Merger”) of ~~The~~Spade ~~Nasdaq~~Merger ~~Stock~~Sub ~~Market~~1, ~~LLC~~Inc., a Delaware corporation (“~~Nasdaq~~Merger Sub”) ~~stating~~and ~~that~~a wholly-owned subsidiary of Assertio Holdings, Inc., a Delaware corporation (“Acquiror”), with and into the Company, ~~had~~with ~~regained~~the ~~compliance~~Company ~~with~~continuing as the ~~minimum~~surviving ~~bid~~corporation ~~price~~in ~~requirement~~the Merger and becoming a wholly-owned subsidiary of ~~Nasdaq~~Acquiror. ~~Listing~~The ~~Rule~~following ~~5550(~~is a~~)(2)~~ ~~for~~summary ~~continued~~of ~~listing~~the matters voted on at the Special Meeting based on the report of the voting results by the independent inspector of elections. The ~~Nasdaq~~definitive ~~Capital~~proxy ~~Market~~statement ~~because~~related to the Special Meeting that was filed by the Company’s ~~common~~with ~~stock~~the ~~had~~Securities aand ~~closing~~Exchange ~~bid~~Commission ~~price~~under cover of atSchedule ~~least~~14A $1(File No.00 001-35006) ~~per~~on ~~share~~June 15, ~~for~~2023 ~~ten~~contains ~~consecutive~~a ~~business~~description ~~days~~of the following proposals considered at the Special Meeting, each of which was approved by the Company’s stockholders at the Special Meeting as set forth below.

OnProposal ~~May 17,~~1. ~~2023,~~The ~~the~~ Company’s ~~issued~~stockholders avoted ~~press~~to ~~release~~adopt ~~announcing~~and ~~that~~approve the ~~Company~~Agreement ~~received the Notification Letter~~ and ~~regained~~Plan ~~compliance~~of Merger with ~~Nasdaq’s~~Acquiror ~~minimum~~and ~~bid~~Merger ~~price~~Sub ~~requirement.~~(the A“Merger ~~copy~~Proposal”) ofby the ~~press~~votes ~~release~~indicated: ~~is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.


For	Against	Abstentions
133,530,424	5,845,915	1,079,034

Proposal 2. The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid to the Company’s named executive officers that is based on or otherwise relates to the Merger by the votes indicated:


For	Against	Abstentions
96,098,334	40,320,484	4,036,555

Proposal 3. The Company’s stockholders voted to approve one or more adjournments of the Special Meeting to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal or to ensure that any supplemental or amended disclosure, including any supplement or amendment to the definitive proxy, is timely provided to the Company’s stockholders, by the votes indicated:


For	Against	Abstentions
129,861,277	8,602,794	1,991,302

Such an adjournment was not necessary and thus the Special Meeting was not adjourned.

Item 8.01. Other Events.

On July 27, 2023, the Company and Acquiror issued a joint press release announcing the voting results of the Special Meeting and the special meeting of Acquiror stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
Exhibit Number		Description
99.1		Press Release, jointly issued by Spectrum Pharmaceuticals, Inc. and Assertio Holdings Inc. dated ~~May~~July 1727, 2023.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

~~SIGNATURES~~SIGNATURE

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.

	SPECTRUM PHARMACEUTICALS, INC.
Date: May 17, 2023	By:	/s/ Nora E. Brennan
Date: July 27, 2023	By:	/s/ Nora E. Brennan
	Name:	Nora E. Brennan
		Name: Nora E. Brennan
	Title:	Executive Vice President and Chief Financial Officer
		Title: Executive Vice President and Chief Financial Officer

Filing Compare · SPECTRUM PHARMACEUTICALS INC