Collegium Pharma Reports Material Agreement, Officer Changes

Ticker: COLL · Form: 8-K · Filed: Jul 29, 2024 · CIK: 1267565

Collegium Pharmaceutical, Inc 8-K Filing Summary
FieldDetail
CompanyCollegium Pharmaceutical, Inc (COLL)
Form Type8-K
Filed DateJul 29, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.001, $525 million, $25 million, $645,833,333, $320,833,333
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, officer-changes, director-election, financial-obligation

TL;DR

Collegium Pharma inked a big deal, swapped some execs, and elected new board members. Big moves happening!

AI Summary

On July 28, 2024, Collegium Pharmaceutical, Inc. entered into a material definitive agreement related to its results of operations and financial condition. The company also announced the departure of certain officers and the election of new directors, alongside compensatory arrangements for officers. This filing also includes information on direct financial obligations and off-balance sheet arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material agreement and changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and changes in officers and directors, which inherently carry medium risk due to potential impacts on operations and strategy.

Key Players & Entities

  • Collegium Pharmaceutical, Inc. (company) — Registrant
  • July 28, 2024 (date) — Date of earliest event reported

FAQ

What is the nature of the material definitive agreement entered into by Collegium Pharmaceutical, Inc. on July 28, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text excerpt.

What specific changes occurred regarding directors and officers on or around July 28, 2024?

The filing reports the departure of certain officers and the election of directors, as well as compensatory arrangements for certain officers.

Does the filing detail any new direct financial obligations or off-balance sheet arrangements for Collegium Pharmaceutical?

Yes, the filing notes the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant.

What is the primary purpose of this Form 8-K filing for Collegium Pharmaceutical, Inc.?

The filing serves as a current report to disclose material events, including entry into a material definitive agreement, results of operations, financial condition, officer/director changes, and financial obligations.

What is Collegium Pharmaceutical, Inc.'s fiscal year end?

Collegium Pharmaceutical, Inc.'s fiscal year ends on December 31.

Filing Stats: 2,119 words · 8 min read · ~7 pages · Grade level 13.8 · Accepted 2024-07-29 06:02:38

Key Financial Figures

  • $0.001 — ch registered Common stock, par value $0.001 per share COLL The NASDAQ Global Sele
  • $525 million — ger consideration will be approximately $525 million in cash, subject to customary adjustmen
  • $25 million — tential commercial milestone payment of $25 million in cash to be made to Ironshore securit
  • $645,833,333 — nt"). The Loan Agreement provides for a $645,833,333 secured term loan (the "Term Loan"), co
  • $320,833,333 — loan (the "Term Loan"), consisting of a $320,833,333 initial term loan and a $325,000,000 de
  • $325,000,000 — a $320,833,333 initial term loan and a $325,000,000 delayed draw term loan. On the effectiv

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On July 28, 2024, Collegium Pharmaceutical, Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Carrera Merger Sub Inc. ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of the Company ("Merger Sub"), Ironshore Therapeutics Inc., an exempted company registered by way of continuation under the laws of the Cayman Islands ("Ironshore") and Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Ironshore. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Ironshore and Ironshore will (i) continue as the surviving company in the Merger (the "Surviving Company"), and (ii) become a wholly-owned subsidiary of the Company (the "Merger"). Pursuant to the terms of the Merger Agreement, the aggregate initial merger consideration will be approximately $525 million in cash, subject to customary adjustments. Following the closing of the Merger (the "Closing"), the Merger Agreement provides for one potential commercial milestone payment of $25 million in cash to be made to Ironshore securityholders upon the achievement of such milestone. The Merger Agreement contains customary representations, warranties, indemnities and covenants of the Company and Ironshore and its securityholders. Consummation of the Merger is subject to customary closing conditions, including the receipt of requisite approval of Ironshore's stockholders and that all applicable waiting periods under the Hart-Scott-Rodino Act having expired or been terminated . Stockholders representing over 80% of the Company's voting power executed, concurrently with the execution of the Merger Agreement, support agreements agreeing to vote in favor of the Merger. The Cl

02

Item 2.02 Results of Operations and Financial Condition. On July 29, 2024, the Company issued a press release announcing the execution of the Merger Agreement (the "Press Release"). The Press Release contains preliminary financial results of the Company for the quarter ended June 30, 2024. The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this item and Exhibit 99.1 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 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.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 with respect to the Loan Agreement is incorporated herein by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 28, 2024, Neil McFarlane notified the board of directors of the Company (the "Board") of his intent to resign from the Board, effective immediately. Mr. McFarlane recused himself from consideration of the Merger in accordance with the Company's governance policies relating to conflicts of interest in light of Mr. McFarlane's position as President and Chief Executive Officer of Zevra Therapeutics, Inc. Mr. McFarlane's decision to resign was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

01

Item 7.01 Regulation FD Disclosure. The information contained in Section 2.02 of this Current Report on Form 8-K is incorporated herein by reference. On July 29, 2024, the Company held a conference call to discuss, among other things, the announcement of the execution of the Merger Agreement as well as an investor presentation regarding the same (the "Investor Presentation"). A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information included in this item and Exhibit 99.2 are not deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall this item or Exhibit 99.2 be incorporated by reference into the Company's filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. 2.1*^ Agreement and Plan of Merger, dated as of July 28, 2024, by and among the Company, Ironshore Therapeutics Inc. and Shareholder Representative Services LLC 10.1 Second Amended and Restated Loan Agreement by and among the Company, its subsidiaries party thereto; BioPharma Credit PLC, as collateral agent and lender; BPCR Limited Partnership, and BioPharma Credit Investments V (Master) LP, as lender, dated as of July 28, 2024 99.1 Press release of the Company, dated July 29, 2024 99.2 Investor Presentation of the Company, dated July 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. ^ Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 28, 2024 Collegium Pharmaceutical, Inc. By: /s/ Colleen Tupper Name: Colleen Tupper Title: Executive Vice President and Chief Financial Officer

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