8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 28, 2021

COLLEGIUM PHARMACEUTICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

100Technology Center Drive****Suite 300Stoughton, MA 02072

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(781) 713-3699

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 7.01     Regulation FD Disclosure

On December 28, 2021, Collegium Pharmaceutical, Inc. (the “Company”) issued a press release announcing execution of the settlement framework described in greater detail in Item 8.01 of this Current Report on Form 8-K. The full text of the press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 7.01 of this Current Report on Form 8-K.

Item 8.01     OtherInformation

On December 24, 2021, the Company entered into a settlement framework with Scott+Scott Attorneys at Law, LLP (the “Scott Firm”), the law firm representing 27 cities, counties, and subdivisions (each, a “plaintiff”) in lawsuits filed against opioid manufacturers, distributors, and pharmacies, including the Company. Pursuant to the terms of the settlement framework, which is subject to approval by all parties of a final settlement agreement, the Company will pay an aggregate amount not to exceed $2,750,000 in exchange for the dismissal, with prejudice, of each plaintiff’s lawsuit against the Company and a release of claims related to such lawsuits. The Company has entered into this settlement framework to efficiently resolve this litigation and does not admit any liability or acknowledge any wrongdoing in connection with such settlement framework.

Item 9.01     Financial Statements and Exhibits

(d)     Exhibits

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company 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 Current Report on Form 8-K include, among others, statements regarding the potential resolution of certain litigation matters and the Company’s plans to continue to defend against future litigation. Any forward-looking statements in this Current Report on Form 8-K could be affected by risks and uncertainties relating to a number of factors, including the litigation strategy and preferences of the plaintiffs that have brought lawsuits against the Company and developments in the opioid industry litigation broadly. These and other risks are described under the heading “Risk Factors” in the Company’s most recent Quarterly Report on Form 10-Q and subsequent filings with the SEC. Any forward-looking statements that the Company makes in this Current Report on Form 8-K speak only as of the date of this Report. The Company assumes no obligation to update these forward-looking statements whether as a result of new information, future events or otherwise, after the date of this Current Report on Form 8-K.

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.

Exhibit 99.1

Collegium Announces Settlement Framework toResolve Pending Opioid-Related Litigation

STOUGHTON,Mass., December 28, 2021 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL), a specialty pharmaceutical company committed to being the leader in responsible pain management, today announced the execution of a settlement framework to resolve all 27 pending opioid-related lawsuits brought against the Company by cities, counties, and other subdivisions in the United States. The settlement framework provides for the Company to pay an amount not to exceed $2,750,000 in exchange for the dismissal, with prejudice, of all 27 pending cases and a release from liability related to the dismissed cases. The Company entered into the settlement framework, which is subject to approval by all parties of a final settlement agreement, to efficiently resolve this litigation, and the framework is not an admission of any liability or wrongdoing.

“We are pleased to be in a position to resolve these cases and move forward. We remain committed to our mission of being the leader in responsible pain management,” said Shirley Kuhlmann, Executive Vice President, General Counsel of Collegium.

About Collegium Pharmaceutical, Inc.

Collegium is a specialty pharmaceutical company committed to being the leader in responsible pain management. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com.

Forward-Looking Statements

This press release 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 press release include, among others, statements regarding the potential resolution of certain litigation matters and the Company’s plans to continue to defend against future litigation. Any forward-looking statements in this press release could be affected by risks and uncertainties relating to a number of factors, including the litigation strategy and preferences of the plaintiffs that have brought lawsuits against the Company and developments in the opioid industry litigation broadly. These and other risks are described under the heading “Risk Factors” in our most recent Quarterly Report on Form 10-Q and subsequent filings with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Contact:

Alex Dasalla

Head of Investor Relations and Corporate Communications

Adasalla@collegiumpharma.com