Item 1.02. Termination of Material Definitive Agreement

Effective as of March 22, 2022 and contingent upon the consummation of the Merger, BDSI terminated the BioDelivery Sciences International, Inc. 2011 Equity Incentive Plan, as amended, and the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan.

In connection with the closing of the Merger, on March 22, 2022, BDSI repaid in full and terminated its Loan Agreement, dated as of May 23, 2019, by and among BDSI, additional credit parties thereto and BPCR Limited Partnership, as successor-in-interest to BioPharma Credit plc.

Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on March 21, 2022, Purchaser irrevocably accepted for payment all Shares of BDSI Common Stock validly tendered and not validly withdrawn pursuant to the Offer. On March 22, 2022, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of BDSI's stockholders required. Upon the consummation of the Merger, BDSI became a wholly owned subsidiary of Collegium.

The information contained in the Introductory Note 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

In connection with the consummation of the Merger, BDSI notified The Nasdaq Global Select Market ("Nasdaq") of the consummation of the Merger and requested that Nasdaq (i) halt trading in the Shares of BDSI Common Stock, (ii) suspend trading of and delist the Shares of BDSI Common Stock and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all Shares of BDSI Common Stock from Nasdaq and the deregistration of such Shares of BDSI Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nasdaq filed the Form 25 with the SEC on March 22, 2022 and trading of the Shares of BDSI Common Stock was suspended effective as of prior to the open of business on March 23, 2022. In addition, BDSI intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares of BDSI Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares of BDSI Common Stock.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant

As a result of the completion of the Merger, a change in control of BDSI occurred, and BDSI became a wholly owned subsidiary of Collegium. The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of


           Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the Merger Agreement, at the Effective Time, each of Jeffrey A. Bailey, Peter S. Greenleaf, Todd C. Davis, Kevin Kotler, Vanila Singh, M.D., MAMC, Mark A. Sirgo, PharmD and William Mark Watson resigned from the board of directors of BDSI. These resignations were in connection with the Merger and not as a result of any disagreements between BDSI and the resigning individuals on any matter relating to BDSI's operations, policies or practices.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Joseph Ciaffoni and Colleen Tupper, as the directors of Purchaser as of immediately prior to the Effective Time, became the directors of BDSI. Immediately upon the Merger, Joseph Ciaffoni assumed the role of President and Chief Executive Officer of BDSI and Colleen Tupper assumed the role of Treasurer and Chief Financial Officer of BDSI, in each case, replacing the current holder of that office.

Information about Mr. Ciaffoni and Ms. Tupper is contained in the Offer to Purchase, dated February 18, 2022, filed by Collegium and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on February 18, 2022, which information is incorporated herein by reference.

On March 22, 2022, each of Jeffrey A. Bailey, Scott Plesha and Jim Vollins entered into a separation agreement with Collegium, providing for each executive officer's termination of employment with BDSI as of the Effective Time and entitling each executive officer to severance benefits in accordance with their respective existing employment agreements with BDSI dated November 4, 2020, November 4, 2020 and March 11, 2021, respectively.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

Pursuant to the terms of the Merger Agreement, at the Effective Time, BDSI's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and third amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits






  (d) Exhibits




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. (incorporated herein by
           reference to Exhibit 2.1 to BDSI's Current Report on Form 8-K/A filed
           with the SEC on February 15, 2022)

  3.1        Amended and Restated Certificate of Incorporation of BioDelivery
           Sciences International, Inc. (filed herewith)

  3.2        Third Amended and Restated Bylaws of BioDelivery Sciences
           International, Inc. (filed herewith)

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




*   Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
    BDSI hereby undertakes to furnish supplemental copies of any of the omitted
    schedules upon request by the SEC; provided, however, that BDSI may request
    confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any

schedules so furnished.

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