Assertio Announces Exchange Offer of $30 Million of its Currently Outstanding 6.50% Convertible Senior Notes Due 2027 Lake Forest, Illinois

Assertio Announces Exchange Offer of $30 Million

of its Currently Outstanding 6.50% Convertible Senior Notes Due 2027

Lake Forest, Illinois, February 23,

2023 - Assertio Holdings, Inc. ("Assertio") (NASDAQ: ASRT), a specialty pharmaceutical company offering differentiated

products to patients, today announced it has entered into separate, privately negotiated exchange agreements (the "Exchange Agreements")

with a limited number of holders of Assertio's currently outstanding 6.50% Convertible Senior Notes due 2027 (the "Exchanged

"Our preliminary 2022 results reported earlier

this week demonstrated strong cash flows from operations, leading to this opportunity to improve our balance sheet even as we continue

to evaluate new growth opportunities," said Dan Peisert, Chief Executive Officer. "These transactions reduce our overall

debt by $30.0 million, or 42.9%, while consuming only $10.5 million in cash. In addition, the transactions will save the Company $2.0

million in annual interest payments, reduce the potential dilution from the exchanged convertible notes by 4.6%, and will be accretive

to our diluted EPS by $0.02 in 2023."

Pursuant to the Exchange Agreements, Assertio

will exchange $30.0 million aggregate principal amount of Exchanged Notes for a combination of (a) a cash payment and (b) an

agreed number of shares of Assertio's common stock. Assertio will pay an aggregate of $10.5 million in cash and issue an aggregate

of approximately 7.0 million shares of its common stock in the transactions. Assertio will not receive any cash proceeds from the issuance

of the shares of its common stock.

The transactions are subject to customary closing

conditions and are expected to close on February 27, 2023. The shares of Assertio's common stock will be issued in private

placements exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities

Upon completion of the transactions, Assertio

expects to have $40.0 million aggregate principal remaining outstanding on its 6.50% Convertible Senior Notes due 2027.

SVB Securities LLC acted as Sole Exchange Agent

and Financial Advisor to Assertio in connection with the transactions and Gibson, Dunn & Crutcher LLP acted as legal counsel

This news release shall not constitute an offer

to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

is a specialty pharmaceutical company offering differentiated products to patients utilizing a non-personal promotional model. We have

built and continue to build our commercial portfolio by identifying new opportunities within our existing products as well as acquisitions

or licensing of additional approved products. To learn more about Assertio, visit www.assertiotx.com.

Forward Looking Statements

in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions

and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor

provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,

as amended. These forward-looking statements relate to, among other things, the preliminary, unaudited financial results included

in this press release, future events or the future performance or operations of Assertio, including

our ability to realize the benefits from our operating model, successfully acquire and integrate new assets and explore new business development

initiatives. All statements other than historical facts may be forward-looking statements and can be identified by words such as "anticipate,"

"believe," "could," "design," "estimate," "expect," "forecast," "goal,"

"guidance," "imply," "intend," "may", "objective," "opportunity," "outlook,"

"plan," "position," "potential," "predict," "project," "prospective," "pursue,"

"seek," "should," "strategy," "target," "would," "will," "aim" or

other similar expressions that convey the uncertainty of future events or outcomes and are used to identify forward-looking statements.

Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some

of which are beyond the control of Assertio, including the risks described in Assertio's Annual Report on Form 10-K and Quarterly

Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") and in other filings Assertio makes

with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements

in this communication, which speak only as of this date. While Assertio may elect to update these forward-looking statements at some point

in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release

whether as a result of new information or future events, except as may be required by applicable law.

Darrow Associates Investor Relations