COLLEGIUM PHARMACEUTICAL INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
COLL$24.47-1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Consolidated Financial Statements
Refer to Part II, Item 8 for the Consolidated Financial Statements required to be included in this Form 10-K.
Consolidated Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.
Exhibits
| | | | |
| Exhibit Number | | Exhibit Description | |
| 2.1 | † | Agreement and Plan of Merger, dated as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., Bristol Acquisition Company, Inc. and BioDelivery Sciences International, Inc. | (1) |
| 3.1 | † | Third Amended and Restated Articles of Incorporation of Collegium Pharmaceutical, Inc. | (2) |
| 3.2 | † | Amended and Restated Bylaws of Collegium Pharmaceutical, Inc. | (3) |
| 4.1 | † | Indenture, dated as of February 13, 2020, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | (4) |
| 4.2 | † | First Supplemental Indenture, dated as of February 13, 2020, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | (4) |
| 4.3 | † | Form of certificate representing the 2.625% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2). | (4) |
| 4.4 | † | Indenture, dated as of February 10, 2023, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | (5) |
| 4.5 | † | Form of certificate representing the 2.875% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4). | (5) |
| 4.6 | † | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | (6) |
| 10.1 | † | Office Lease agreement by and between Campanelli-Trigate 100 TCD Stoughton, LLC, and Collegium Pharmaceutical, Inc as of March 23, 2018. | (7) |
| 10.2 | +† | 2015 Employee Stock Purchase Plan. | (8) |
| 10.3 | +† | Performance Bonus Plan. | (9) |
| 10.4(a) | +† | Amended and Restated 2014 Stock Incentive Plan. | (8) |
| 10.4(b) | +† | Form of Incentive Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan. | (8) |
| 10.4(c) | +† | Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan. | (8) |
| 10.4(d) | + | Form of Restricted Stock Unit Agreement under the Amended and Restated 2014 Stock Incentive Plan. | |
| 10.4(e) | +† | Form of Performance Share Unit Agreement under the Amended and Restated 2014 Stock Incentive Plan. | (10) |
| 10.5 | † | Form of Indemnification Agreement. | (9) |
| 10.6 | +† | Amended & Restated Employment Agreement, dated December 27, 2020, by and between Collegium Pharmaceutical, Inc. and Joseph Ciaffoni. | (11) |
| 10.7 | +† | Amended & Restated Employment Agreement, dated December 27, 2020, by and between Shirley Kuhlmann and Collegium Pharmaceutical, Inc. | (11) |
| 10.8 | +† | Amended & Restated Employment Agreement, dated December 27, 2020, by and between Collegium Pharmaceutical, Inc. and Scott Dreyer. | (11) |
| 10.9 | † | License Agreement (U.S.), dated as of January 13, 2015, by and among Grünenthal GmbH, Janssen Research & Development, LLC, Assertio Therapeutics, Inc. and Collegium Pharmaceutical, Inc. | (12) |
| 10.10* | † | Consent Agreement, dated January 30, 2020, by and among Grünenthal GmbH, Assertio Therapeutics, Inc. and Collegium Pharmaceutical, Inc. | (12) |
| 10.11* | † | Settlement Agreement, dated September 29, 2020, by and among Collegium Pharmaceutical, Inc. and Teva Pharmaceuticals USA, Inc. | (13) |
| 10.12 | +† | Employment Agreement, dated May 24, 2021, by and between Colleen Tupper and Collegium Pharmaceutical, Inc. | (14) |
| 10.13* | † | Amended and Restated Loan Agreement, dated as of March 22, 2022, by and among Collegium Pharmaceutical, Inc., the guarantors party thereto, BioPharma Credit PLC, and BioPharma Credit Investments V (Master) LP, as lenders. | (15) |
| 10.14 | | First Amendment and Consent to Amended and Restated Loan Agreement, dated as of January 3, 2023, by and among Collegium Pharmaceutical, Inc., the guarantors party thereto, BioPharma Credit PLC, and BioPharma Credit Investments V (Master) LP, as lenders. | |
| 10.15 | † | Second Amendment to Loan Agreement, dated as of February 6, 2023, Amended and Restated Loan Agreement, dated as of March 22, 2022, by and among Collegium Pharmaceutical, Inc., the guarantors party thereto, BioPharma Credit PLC, and BioPharma Credit Investments V (Master) LP, as lenders. | (16) |
| 10.16 | † | Third Amendment to Loan Agreement, dated as of June 23, 2023, by and among Collegium Pharmaceutical, Inc., the guarantors party thereto, BioPharma Credit PLC, and Bio Pharma Credit Investments V (Master) LP, as lenders. | (17) |
| 10.17* | † | Exclusive License Agreement, dated April 4, 2019, between the Company and Shionogi, Inc. (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by BDSI on March 9, 2022). | (18) |
| 10.18 | +† | Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Joseph Ciaffoni. | (18) |
| 10.19 | +† | Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Colleen Tupper. | (18) |
| 10.20 | +† | Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Shirley Kuhlmann. | (18) |
| 10.21 | +† | Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Scott Dreyer. | (18) |
| 10.22 | +† | Employment Agreement, dated March 23, 2022 by and between Collegium Pharmaceutical, Inc. and Thomas Smith. | (18) |
| 19 | | Insider Trading Policy | |
| 21.1 | | Subsidiaries of Collegium Pharmaceutical, Inc. | |
| 23.1 | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | |
| 31.1 | | Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | |
| 31.2 | | Certifying Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | |
| 32.1 | | Certifying Statement of the Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code. | |
| 32.2 | | Certifying Statement of the Chief Financial Officer pursuant to Section 1350 of Title 18 of the United States Code. | |
| 97 | | Compensation Recovery Policy | |
| 101 | | The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2023, and 2022, (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
†Previously filed.
+Indicates management contract or compensatory plan.
- Certain portions of the exhibits that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the Securities and Exchange Commission (“SEC”) upon request.
| (1) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2022. |
| (2) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the SEC on August 5, 2020. |
| (3) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on December 4, 2017. |
| (4) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2020. |
| (5) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2023. |
| (6) | Previously filed as an exhibit to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. |
| (7) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 9, 2018. |
| (8) | Previously filed as an exhibit to the registrant’s Registration Statement on Form S-8 (File No. 333-207744) filed with the SEC on November 2, 2015. |
| (9) | Previously filed as an exhibit to the registrant’s Registration Statement on Form S-1/A (File No. 333-203208) filed with the SEC on April 27, 2015. |
| (10) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 8, 2019. |
| (11) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on December 30, 2020. |
| (12) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the SEC on May 7, 2020. |
| (13) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on September 30, 2020. |
| (14) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC August 5, 2021. |
| (15) | Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2022. |
| (16) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed with the SEC May 4, 2023. |
| (17) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed with the SEC August 3, 2023. |
| (18) | Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC May 10, 2022. |
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