Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, 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 toget…
Filed May 12, 2026Accepted May 12, 2026, 7:43 AM EDTCIK 1267565Accession 0001104659-26-059018
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.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, 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”). On May 12, 2026,
pursuant to the Purchase Agreement, the Company completed the acquisition (the “Closing”)
of (i) all of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company
(“GPC”) from Commave Seller, and (ii) all of the issued and outstanding
limited liability interests of Commave Sub, LLC, a Delaware limited liability company from Corium Seller. Upon the Closing, the Company
acquired AZSTARYS®, a central nervous system stimulant prescription medicine used for the treatment of Attention-Deficit/Hyperactivity
Disorder, in people 6 years of age and older.
The aggregate consideration paid by the Company at the Closing pursuant
to the Purchase Agreement was approximately $650 million in cash (subject to customary adjustments for net working capital, indebtedness,
cash, and transaction expenses), which was funded by approximately $350 million of the Company’s existing cash on hand and $300
million from a delayed draw term loan which is part of the syndicated credit facility announced by the Company in December 2025.
The Company may also pay Commave Seller up to $135 million in additional consideration if AZSTARYS achieves certain future commercial
and manufacturing milestones.
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 was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, filed on March 19, 2026, and incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2026 Inducement Plan
On May 11, 2026, the Company’s board of
directors adopted the Company’s 2026 Inducement Plan (the “Inducement Plan”), pursuant to which the Company may
grant non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards,
and dividend equivalent rights with respect to an aggregate of 325,000 shares of the Company’s common stock, par value $0.001 per
share. Awards under the Inducement Plan may only be granted to new employees who were not previously an employee or director of the Company
or are commencing employment with the Company following a bona fide period of non-employment, in either case, as an inducement material
to the individual’s entering into employment with the Company. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did
not seek approval of the Inducement Plan by its stockholders.
The foregoing description of the Inducement Plan
does not purport to be complete and is qualified in its entirety by reference to the Inducement Plan, a copy of which is filed as Exhibit
10.1 hereto and is incorporated by reference herein.
Leadership Changes
On May 11, 2026, the Company announced that Scott
Dreyer, Executive Vice President and Chief Commercial Officer of the Company will depart from his positions at the Company effective August
30, 2026. Mr. Dreyer’s departure will be treated as a termination without cause pursuant to the terms of his existing employment
agreement with the Company.
On May 11, 2026, the Company also announced that
Thomas Smith, M.D., Executive Vice President and Chief Medical Officer of the Company will depart from his positions at the Company following
a transition period during which the Company will conduct a search for his successor. Dr. Smith’s departure will be treated as a
termination without cause pursuant to the terms of his existing employment agreement with the Company.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On May 12, 2026, the Company issued a press
release announcing the Closing, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this item and Exhibit 99.1
is 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 or Exhibit 99.1 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 (1)
EX-99.1 (by filename) tm2614189d1_ex99-1.htm
EX-99.1
3
tm2614189d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Collegium Completes Acquisition of AZSTARYS ® from Corium Therapeutics
- Adds Highly Complementary and Differentiated
Medicine with Significant Growth Potential to Collegium’s Existing ADHD Portfolio -
- Extends Collegium’s Long-Term
Revenue Outlook; AZSTARYS has Expected Patent Protection Through 2037 -
- Collegium Raises 2026 Financial Guidance
to Reflect Expected Immediate Accretion from Acquisition -
- 2026 Total Product Revenues, Net Expected
in the Range of $865 to $895 Million and Adjusted EBITDA in the Range of $475 to $500 Million -
STOUGHTON, Mass., May 12, 2026 -- Collegium Pharmaceutical, Inc.
(Nasdaq: COLL), today announced that it has completed the acquisition of AZSTARYS (serdexmethylphenidate and dexmethylphenidate), a central
nervous system (CNS) stimulant prescription medicine used for the treatment of Attention Deficit Hyperactivity Disorder (ADHD) in people
6 years of age and older. Collegium also raised its 2026 financial guidance to include the anticipated impact of the AZSTARYS acquisition.
“We are pleased to complete the acquisition
of AZSTARYS, a highly strategic addition to our portfolio…