Assertio Holdings Inc

ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties that could have a material impact on our business, results of operations and financial condition, including those hereby incorporated by reference from (i) Part I, Item 1A, Risk Factors in our 2024 Form 10-K. Except as set forth below, there have been no material changes to our risk factors since our 2024 Form 10-K. In addition to other information in this report, the following ri and (ii) Part II Item 1A, Risk fFactor, together with the risks and uncertainties referenced above, should be considered carefully in evaluating an investment in our securities. If any of these risks or uncertainties actually occurs, our business, results of operations or financial condition would be materially and adversely affected. The risks and uncertainties referenced above are not the only ones facing us. Additional risks and uncertainties of which we are unaware or that we currently deem immaterial may also become important factors that may harm our business, results of operations and financial condition.

Macroeconomic conditions can materially impact our business and operations.

Adverse economic conditions, including inflationary pressures, economic slowdown or recession, relatively high interest rates, changes to fiscal and monetary policy or government budget dynamics (particularly in the pharmaceutical and biotechnology areas), potential U.S. federal government shutdowns, geopolitical conflicts, financial institution instability and similar events beyond our control can affect our business and financial results. For instance, recent supply chain constraints have led to higher inflation, which if sustained could have a negative impact on the acquisition of our active pharmaceutical ingredients (APIs) or s in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. Except as disclosed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, the cost to manufacture and purchase our products, as well as our business and results of operations. If inflation or other factors were to significantly increase our business costs or the costs of the manufacturers we use to manuhave been no material changes to our risk facture our products, our ability to purchasors since our APIs or our products may be negatively affected2024 Form 10-K. Interest rates, the liquidity of the cre addit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations, business development efforts and other business plans. Similarly, these macroeconomic factors could affection to other information in this report, the ability of our third-party suppliers to supply our APIs risks and our manufacturers to manufacture our products cost effectively. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. On April 2, 2025, the U.S. announuncertainties referenced a baseline 10% tariff on all foreign goods, with goods imported from specified nations, including China and those in the European Union, taxed at higher rates. While many of the current tariffs or proposals have exempted pharmaceuticals, the current presidential administration has indicated the potential for tariffs on pharmaceutical products that could impact the cost at which we purchase the APIs or other components for our products. Historicabove, should be considered carefully, tariffs have led to increased trade and political tensions. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, i in evaluating an investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stabilit in our securities. If any of global financial markets. New tariffs (including potential tariffs on imported pharmaceuticals into the U.S.) and greater restrictions on trade generally may be imposed. Concerns also remain around the social, political and economic impacts of the changing political landscape in Europe and elsewhere. Broader geopolitical tensions remain high among the U.S. Russia, China and across the Middle East. Given the international scope of our operations, anthese risks or uncertainties actually of the above factors, including sanctions, export controlccurs, tariffs, trade wars and other governmental actions, can have a material adverse effect on oour business, financial condition, cash flows and results of operations and can cause the market value of our common shares and/or debt securor financial condities to decline.

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Ouron business cwould be impacted as a result of actions by activist shareholders, including as a result of a potential proxy contest for the election of directors at future annual meetings.

The Company was subjected to vote-no campaigns and a threatened proxy contest in the run-up to its 2024 Annual Meeting of Stockholders as a result of activist investors, one of whom attempted to launch a proxy contest for the Companys 2025 Annual Meeting of Stockholdersmaterially and adversely affected. The continuing actions of activist investors have resulted in significant legal and other fees being incurred by the Company. In particular, one activist investor has engaged in ongoing activity harmful to the Company including but not limited to (i) making false and unwarranted claims concerning the safety of the Companys products, (ii) releasing and threatening to release the Companys confidential and proprietary information obtained by a former Company employee, and (iii) filing litigation in May 2025 against trisks and uncertainties referenced above are not the Company in connection with hionly ones false claims concerning the Companys products and asserting defamation claims in such litigation. The Company has been in active litigation with the investor since December 2024, when the Company sued the investor for wrongful use cing us. Additional risks and disclosure of Spectrums confidential information and documents (Spectrum Pharmaceuticals, Inc. v. The Buxton Helmsley Group, Inc. et al., Case No. 1:24-cv-12489, in the United States District Court for the Northern District of Illinois), in uncertainties of which counterclaims and third-party claims were also asserted against the Company and Mr. OGrady. We have also been named in a lawsuit by an activist investor who purported to nominate candidates for the Companys Board of Directors for consideration at the Companys 2025 Annual Meeting of Stockholders (Hammann v. Assertio Holdings, Inc., et al., Case No. 2025-0199, in the Delaware Court of Chancery). The Nominating and Corporate Governance Committee of the Companys Board of Directors determined that the activist investors purported nominations were invalid under the Companys bylaws, and the activist investor has filed suit objecting to that determination and asserting other claims against the Company and its current and former directors and officers. Although the Delaware Court of Chancery issued a ruling finding we are unaware or that we currently deem immaterial may also become important factors that the Companys directors acted reasonably, equitably, and in accordance with their fiduciary duties in their consideration of the investor plaintiffs purported nominations, the investor-plaintiff has appealed that judgment. Such litigation has required significant time and attention by management and the Board of Directors.

The potential of additional proxy contests or other continuing actions by these or other activist investors could may harm our business, result in further costly and time-consuming litigation, interfere with our ability to execute our strategic plan, give rise to perceived uncertainties of operations as to our future direction, adversely affect our relationships with customers, suppliers, investors, prospective and current team members and others, result in the loss of potentind financial business opportunities, or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results.condition.