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Tuesday, 08/01/2023 10:06:08 PM

Tuesday, August 01, 2023 10:06:08 PM

Post# of 3283
Bye Bye Spectrum Pharmaceuticals. I feel a little sad and thinking pozi should have got more respect than it did from the Agency. Per the 8K

Introductory Note

As previously announced, on April 24, 2023, Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Assertio Holdings, Inc., a Delaware corporation (“Assertio”), and Spade Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Assertio (“Merger Sub”). On July 31, 2023 (the “Closing Date”), pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Assertio (the “Surviving Corporation”). Additionally, on the Closing Date, in connection with the Merger Agreement, Assertio and Computershare Trust Company, N.A., as rights agent, entered into a contingent value right (“CVR”) Agreement (the “CVR Agreement”), pursuant to which each holder of (i) common stock, par value $0.001 per share, of the Company (“Common Stock”) (other than holders of Company Stock (x) that was cancelled in accordance with the terms of the Merger Agreement or (y) who properly exercised appraisal rights under Delaware law) and (ii) Company restricted stock units, certain stock appreciation rights (“SARs”), certain options to purchase Common Stock (“Stock Options”) and warrants to purchase Common Stock (“Company Warrants”), were entitled to one CVR. Each CVR entitled the holder thereof to receive contingent payments payable in cash or Assertio common stock, par value $0.0001 (“Assertio common stock”) (or a combination of the two), if any, at the election of Assertio, upon the achievement of certain sales milestones related to ROLVEDON®.

The foregoing descriptions of the Merger, the Merger Agreement and the CVR Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, including the exhibits attached thereto, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on April 25, 2023 and is incorporated by reference herein.

Item 2.01. Completion of Acquisition of Disposition of Assets....