Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Agreement On March 19, 2026, Collegium Pharmaceutical, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Commave Seller”), and Corium, LLC, a Delaware limited liability company (“Corium Seller” and, together wi…
Filed Mar 19, 2026Accepted Mar 19, 2026, 5:06 PM EDTCIK 1267565Accession 0001104659-26-032166
Collegium Pharmaceutical is a dynamic, biopharmaceutical company delivering medicines with formulation and delivery innovation for people living with complex central nervous system and pain conditions. Collegium has spent more than a decade proving that responsible stewardship and bold, science-backed approaches can redefine what treatment looks like in categories too often shaped by complexity and misconceptions.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Equity Purchase Agreement
On March 19, 2026, Collegium Pharmaceutical, Inc.
(the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Corium
Therapeutics Holdings, LLC, a Delaware limited liability company (“Commave Seller”), and Corium, LLC, a Delaware limited
liability company (“Corium Seller” and, together with Commave Seller, the “Seller Parties” and each,
a “Seller Party”). Pursuant to the Purchase Agreement, the Company will acquire (i) all of the issued and outstanding
limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of Commave Seller
(“GPC”) from Commave Seller, and (ii) all of the issued and outstanding limited liability interests of a newly formed
Delaware limited liability company and wholly-owned subsidiary of Corium Seller (“NewCo”) from Corium Seller ((i) and
(ii) collectively, the “Equity Purchase”).
Pursuant to the terms of the Purchase Agreement,
the Company will acquire AZSTARYS®, a central nervous system stimulant prescription medicine used for the treatment of Attention Deficit
Hyperactivity Disorder (“ADHD”) for $650 million in cash, subject to customary purchase price adjustments at the closing
of the Equity Purchase (the “Closing”). The Purchase Agreement also provides for potential regulatory and commercial
milestone payments of up to $135 million in the aggregate in cash to be made to Corium Seller upon the achievement of such milestones.
The Purchase Agreement contains customary representations,
warranties, indemnities and covenants of the Company, GPC, NewCo and the Seller Parties. The consummation of the Equity Purchase is subject
to customary closing conditions, including that all applicable waiting periods under the Hart-Scott-Rodino Act having expired or been
terminated. Following the Closing, the Company will own all of the issued and outstanding limited liability interests of GPC and NewCo.
The Closing is expected to occur in the second quarter of 2026.
The Purchase Agreement contains certain termination
rights, including the right of either the Company or the Seller Parties to terminate the Purchase Agreement: (i) if the transactions contemplated
thereby have not been consummated by March 19, 2027 (provided, that such date may be extended to September 19, 2027 by either party if
the only condition that has not been satisfied or waived is approval under the Hart-Scott-Rodino Act); (ii) in the event that any final
and non-appealable order is issued prohibiting the consummation of the transactions; or (iii) if the other party materially breaches any
of its representations, warranties or covenants under the Purchase Agreement such that any of the conditions to Closing would not be satisfied.
The Purchase Agreement also provides that, in connection with the termination of the Purchase Agreement under specified circumstances,
the Company will be required to pay the Seller Parties a termination fee equal to $24 million.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached
hereto as Exhibit 2.1, and incorporated by reference herein.
The Purchase Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about the Company, GPC, NewCo,
the Seller Parties, or their respective subsidiaries or affiliates, or to modify or supplement any factual disclosures about the Company
that it includes in its public reports filed with the U.S. Securities and Exchange Commission (“SEC”). The representations,
warranties, and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific
dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase
Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates at the time they were
made or at any other time. Moreover, information concerning the subject matter of representations and warranties may change after the
date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other reports and filings that the
Company makes from time to time with the SEC.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On March 19, 2026, the Company issued a press
release announcing that the Company will acquire AZSTARYS® (the “Press Release”). A copy of the Press Release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Also, on March 19, 2026, the Company held a conference
call to discuss, among other things, the announcement of the acquisition of AZSTARYS®. A copy of the presentation is furnished as
Exhibit 99.2 to this Current Report on Form 8-K.
The information included in this item, Exhibit
99.1 and Exhibit 99.2 are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall this item, Exhibit 99.1 or Exhibit 99.2 be incorporated by reference into the Company’s
filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly
set forth by specific reference in such future filing.
Filed exhibits (2)
EX-99.1 (by filename) tm269336d1_ex99-1.htm
EX-99.1
3
tm269336d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Collegium to Acquire AZSTARYS® from Corium
Therapeutics, Strengthening Position in ADHD and Accelerating Growth Trajectory
- Adds Highly Complementary and Differentiated
Medicine with Significant Growth Potential to Collegium’s Existing ADHD Portfolio -
- Enables Greater Impact Across ADHD Patient
Communities -
- AZSTARYS Expected to Generate Over $50
Million in Second Half 2026 Pro Forma Net Revenue -
- Expected Patent Protection into 2037
-
- Transaction Expected to be Immediately
Accretive to Adjusted EBITDA -
- Acquisition to Be Funded by Collegium’s
Cash on Hand and Previously Announced $300 Million Delayed Draw Term Loan -
- Conference Call Scheduled for Today
at 9:00 a.m. ET -
STOUGHTON and CAMBRIDGE, Mass., March 19, 2026 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL) and Corium Therapeutics Holdings, LLC (Corium Therapeutics), today announced a definitive
agreement pursuant to which Collegium will acquire AZSTARYS for $650 million in cash with the potential for additional milestone payments
up to $135 million depending on future commercial and regulatory milestones.
Corium Therapeutics is a privatel…
Open exhibit ↗EX-99.2 (by filename) tm269336d1_ex99-2.htm
EX-99.2
4
tm269336d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Collegium to Acquire AZSTARYS ® from Corium Therapeutics March 19, 2026 | Nasdaq: COLL Healthier people. Stronger communities.
Forward - Looking Statements This presentation contains forward - looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as "predicts," "forecasts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "should" or other words that convey uncertainty of future events or outcomes to identify these forward - looking statements. Examples of forward - looking statements contained in this presentation include, among others, statements related to the expected closing of the transaction; the anticipated benefits of the acquisition of AZSTARYS, including its impact on Collegium’s ADHD portfolio and commercial strategy; projected financial performance, including expected revenue and adjusted EBITDA, and other statement that are not historic facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actua…