ZYLA LIFE SCIENCES : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

On May 20, 2020, Zyla repaid all outstanding indebtedness and terminated the commitment under its Revolving Credit Agreement, dated as of March 20, 2019, among the Company, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the lenders party thereto.

In addition, on May 20, 2020, Zyla repaid all outstanding indebtedness under its Promissory Note, dated as of January 31, 2019, by and between the Company and an affiliate of Iroko Pharmaceuticals, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

          Standard; Transfer of Listing.

The information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference.

In connection with the consummation of the Merger, the Company notified the OTCQX ("OTC") on May 20, 2020 of the Effective Time. As part of such notice, the Company requested that the OTC halt trading of the Zyla Common Stock. On May 20, 2020, the Company filed with the SEC a Form 25 under Securities Exchange Act of 1934, as amended (the "Exchange Act"), to deregister Zyla Common Stock under Section 12(b) of the Exchange Act. The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of Zyla Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

At the Effective Time, each holder of Zyla Common Stock immediately prior to such time ceased to have any rights as a stockholder of the Company other than the right to receive shares of Parent Common Stock pursuant to the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information set forth in Items 2.01, 3.01 and 5.02 are incorporated herein by reference.

As a result of the effectiveness of the Merger on May 20, 2020, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

          Appointment of Principal Officers; Compensatory Agreements of Certain
          Officers.

As of the Effective Time and pursuant to the terms of the Merger Agreement, each of Timothy Walbert, Todd Holmes, Joe McInnis, Gary Phillips, and Andrea Heslin Smiley ceased to be a director of the Company, which cessation was not because of any disagreements with the Company relating to the Company's operations, policies or practices.

Additionally, as of the Effective Time, Mark Strobeck, Executive Vice President and Chief Operating Officers, ceased acting in his role as the executive officer described above.

At the Effective Time, pursuant to the Merger Agreement, Daniel Peisert, the Chief Financial Officer of Parent, became a director and the Chief Financial Officer, Treasurer and Secretary of the Company, as the surviving corporation in the Merger.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the bylaws of the Company were amended and restated in its entirety.

The foregoing description of the amendment and restatement of each of the Company's certificate of incorporation and bylaws in this Section 5.03 is not complete and is qualified in its entirety by reference to the full text of the certificate of incorporation and the amended and restated bylaws of the Company attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 19, 2020, the Company held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted upon the following proposals: (1) to adopt the Merger Agreement and (2) to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by the Company to its named executive officers in connection with the Merger. The proposals below are described in more detail in the Company's definitive proxy statement filed with the SEC on April 20, 2020.

At the Special Meeting, the Company's stockholders approved each of the two proposals set forth below, with the final results as follows:

1. The adoption of the Merger Agreement:

For the shareholder votes in item 5.07, please insert for the first vote numbers based on the following:

FOR: 8,371,154 AGAINST: 0 ABSTAIN: 0 BROKER NON-VOTES: 0

2. An advisory (non-binding) vote on the compensation that will or may be paid or provided by the Company to its named executive officers in connection with the Merger.

For the second vote in item 5.07, please insert the following numbers:

FOR: 8,332,370 AGAINST: 33,438 ABSTAIN: 5,346 BROKER NON-VOTES: 0

There being a quorum present and sufficient votes in favor of Proposal 1, the stockholders were not asked to vote with respect to the "Zyla Adjournment Proposal" described in the Company's definitive proxy statement filed with the SEC on April 20, 2020.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit
Number                                  Description
  2.1        Agreement and Plan of Merger, dated as of March 16, 2020, by and
           among Zyla Life Sciences, Alligator Zebra Holdings, Inc., Assertio
           Therapeutics, Inc., Zebra Merger Sub, Inc. and Alligator Merger
           Sub, Inc.  (Certain schedules (or similar attachments) to the
           Agreement and Plan of Merger have been omitted pursuant to Item
           601(a)(5) of Regulation S-K. The registrant agrees to furnish copies
           of any such schedules (or similar attachments) to the U.S. Securities
           and Exchange Commission or its staff upon request.)
  3.1        Fifth Amended and Restated Certificate of Incorporation of Zyla Life
           Sciences
  3.2        Third Amended and Restated Bylaws of Zyla Life Sciences

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