Item 2.02 Results of Operations and Financial Condition.
On March 27, 2020, Zyla Life Sciences (the "Company") issued a press release
announcing its financial results for its fourth quarter and year ended December
31, 2019. A copy of that press release and the attached financial schedules are
attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information included in this Item 2.02 (including Exhibit 99.1) is being
furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that Section, nor shall it be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Exchange Act.
Item 8.01 Other Events.
In its March 27, 2020 press release, the Company made the following statements
regarding its proposed merger with Assertio Therapeutics, Inc.:
· Mr. Smith's statement: "We believe that these promising fourth quarter results
reinforce the rationale for our recently announced proposed merger with
Assertio Therapeutics. With our strong revenue-generating portfolio and
Assertio's complementary portfolio and cash position, together the proposed
combined company should be well positioned to be a leading specialty
pharmaceutical company focused on commercial excellence and growth."
· Under 2019 and Recent Highlights: Announced merger with Assertio Therapeutics
on March 16, 2020 and created integration team to work toward proposed second
quarter close.
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS:
Statements included in this filing that are not historical in nature and contain
the words "anticipate," "believe," "estimate," "expect," "intend," "may,"
"plan," "predict," "project," "suggest," "target," "potential," "will," "would,"
"could," "should," "continue," "look forward to" and other similar expressions
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based on
management's current expectations and are subject to known and unknown
uncertainties and risks. Actual results could differ materially from those
discussed due to a number of factors, including, but not limited to: our ability
to continue as a going concern; the impact of our bankruptcy on our business
going forward, including with regard to relationships with vendors and
customers, employee attrition, and the costs and expenses resulting from our
bankruptcy; the impact of our acquisition of five products from Iroko
Pharmaceuticals, Inc., including our assumption of related liabilities,
potential exposure to successor liability and credit risk of Iroko and its
affiliates; our estimates regarding expenses, future revenues, capital
requirements and needs for additional financing; our current and future
indebtedness; our ability to maintain compliance with the covenants in our debt
documents; the level of commercial success of our products; coverage of our
products by payors and pharmacy benefit managers; our ability to execute on our
sales and marketing strategy, including developing relationships with customers,
physicians, payors and other constituencies; the rate and degree of market
acceptance of any of our products; the success of competing products that are or
become available; the entry of any generic products for any of our products, or
any delay in or inability to reformulate SPRIX; recently enacted and future
legislation and regulations regarding the healthcare system; the accuracy of our
estimates of the size and characteristics of the potential markets for our
products and our ability to serve those markets; our failure to recruit or
retain key personnel, including our executive officers; obtaining and
maintaining intellectual property protection for our products; our ability to
operate our business without infringing the intellectual property rights of
others; our ability to integrate and grow any businesses or products that we may
acquire; the outcome of any litigation in which we are or may be involved; the
risk that the conditions to the closing of the proposed merger with Assertio
(the "Merger") are not satisfied, including the risk that required stockholder
approvals for the proposed Merger are not obtained; the occurrence of any event,
change or other circumstances that either could give rise to the right to
terminate the Agreement; the risk of litigation relating to the proposed Merger;
uncertainties as to the timing of the consummation of the proposed transaction
and the ability of each party to consummate the proposed Merger; risks related
to disruption of management time from ongoing business operations due to the
proposed Merger; unexpected costs, charges or expenses resulting from the
proposed Merger; competitive responses to the proposed Merger and the impact of
competitive services; certain restrictions during the pendency of the Merger
that may impact our ability to pursue certain business opportunities or
strategic transaction; potential adverse changes to business relationships
resulting from the announcement or completion of the Merger; the combined
company's ability to achieve the growth prospects and synergies expected from
the Merger, as well as delays, challenges and expenses associated with
integrating the combined company's existing businesses; negative effects of this
announcement or the consummation of the proposed Merger on the market price our
common stock, credit ratings and operating results; legislative, regulatory and
economic developments, including changing business conditions in the industries
in which we operate; the impact of disasters, acts of terrorism or global
pandemics; general market conditions; and other risk factors set forth in the
Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed
with the United States Securities and Exchange Commission (SEC) and in other
filings the Company makes with the SEC from time to time. While the Company 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 law.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated March 27, 2020, announcing financial
results for the quarter ended December 31, 2019.
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