8-K
COLLEGIUM PHARMACEUTICAL, INC (COLL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2025
COLLEGIUM PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-37372 | 03-0416362 |
|---|---|---|
| (State<br>or other jurisdiction of<br><br> incorporation | (Commission File Number) | (IRS Employer Identification<br><br> No.) |
| 100 Technology Center Drive | ||
| --- | ||
| Suite 300 | ||
| Stoughton, MA 02072 | ||
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
(781) 713-3699
(Former name or former address, if changed sincelast report.)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | COLL | The NASDAQ Global Select Market |
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 1.01 Entry into a Material Agreement.
On December 23, 2025, Collegium Pharmaceutical, Inc. (the “Company”) entered into a Credit Agreement by and among the Company, the lenders from time to time party thereto and Truist Bank, as administrative agent (the “Credit Agreement”). The Credit Agreement provides for (i) a $580,000,000 term loan, (ii) $300,000,000 of delayed draw term loan commitments, and (iii) a $100,000,000 revolving credit facility. The initial Term Loan was used to repay in full the remaining outstanding obligations under the Company’s Second Amended and Restated Loan Agreement, dated as of July 28, 2024, by and among the Company, the loan parties party thereto, the lenders party thereto, and Biopharma Credit PLC, as collateral agent (the “Existing Credit Agreement”), to pay fees and expenses relating to the entry into the Credit Agreement and the remainder for general corporate purposes.
Loans under the Credit Agreement will bear interest at an annual rate equal to the term Secured Overnight Financing Rate (“SOFR”) plus a spread based on the Company’s First Lien Net Leverage Ratio (as defined in the Credit Agreement) ranging from 2.75% to 3.75%. The Credit Agreement contains a customary array of representations, events of default and covenants for a syndicated credit facility. The Credit Agreement includes quarterly tested financial covenants, consisting of a first lien secured net leverage ratio maintenance covenant (allowing the Company to net up to $250,000,000 of unrestricted cash and cash equivalents) and a customary fixed charge coverage ratio maintenance covenant. The Company is obligated to repay the loans under the Credit Agreement (i) in scheduled quarterly instalments, commencing on March 31, 2026, and (ii) upon certain customary prepayment triggers (subject to customary reinvestment rights). The Company may repay the loans under the Credit Agreement at its option at any time without premium or penalty.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.
Item 1.02 Termination of a Material Agreement.
The information set forth under Item 1.01 with respect to the repayment of the Existing Credit Agreement is incorporated herein by reference.
On December 23, 2025, in connection with its entry into the Credit Agreement, the Company repaid in full all obligations outstanding under the Existing Credit Agreement. Upon repayment, (i) all outstanding obligations under the Existing Credit Agreement were paid in full, including the applicable prepayment premium and make-whole amount due thereunder in connection with the repayment; (ii) all commitments thereunder were terminated; and (iii) all liens and security interests securing the obligations under the Existing Credit Agreement were released pursuant to a customary payoff letter.
Item 3.02 Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 30, 2025, the Company issued a press release announcing its entry into the Credit Agreement. The press release is attached hereto as Exhibit 99.2 and is being furnished, not filed, under Item 7.01 of this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated December 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Collegium Pharmaceutical, Inc. | |
|---|---|
| By: | /s/ Colleen Tupper |
| Colleen Tupper | |
| Executive Vice President and Chief Financial Officer |
Dated: December 30, 2025
Exhibit 99.1
CollegiumAnnounces the Closing of $980 Million Syndicated Credit Facility
–Five-Year Financing with Favorable Terms that Significantly Reduce Interest Rate –
STOUGHTON,Mass., December 30, 2025 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL), today announced the closing of its inaugural syndicated credit facility. The new aggregate $980 million credit facility will mature in 2030 and consists of a $580 million initial Term Loan, $300 million Delayed Draw Term Loan, and $100 million revolving credit facility (collectively the “Credit Facility”). The initial Term Loan was used to repay approximately $581 million of principal representing the entire remaining balance of the Company’s previous $646 million term loan secured from funds managed by Pharmakon Advisors, LP. The Delayed Draw Term Loan and revolving credit facility, both of which were undrawn at the time of closing, are expected to be used for general corporate purposes, including to partially fund future business development opportunities.
“We are pleased to have successfully closed our inaugural syndicated credit facility which significantly improves our debt terms and underscores the strength of our financial outlook,” said Colleen Tupper, Chief Financial Officer of Collegium. “This additional capital also provides us with flexibility to further drive long-term value as we continue to evaluate opportunities to expand and diversify our product portfolio through business development.”
Loans under the Credit Facility will bear interest at an annual rate equal to the term Secured Overnight Financing Rate (SOFR) plus a spread based on the Company’s First Lien Net Leverage Ratio (as defined in the Credit Agreement) ranging from 2.75% to 3.75%. The interest rate upon closing was SOFR plus 2.75%. The reduced rate on the new Credit Facility is expected to result in meaningful annualized interest savings. Truist Bank acted as administrative agent. Truist Securities, Inc., Citizens Bank, N.A., MUFG Bank, Ltd., Fifth Third Bank, National Association, The Huntington National Bank, and U.S. Bank National Association served as joint bookrunners and joint lead arrangers for the syndicate of banks and Flagstar Bank, N.A., PNC Bank, National Association and Synovus Bank served as co-documentation agents.
About CollegiumPharmaceutical, Inc.
Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and a rapidly growing neuropsychiatry business driven by Jornay PM^®^, a differentiated treatment for ADHD. Collegium’s strategy includes growing its commercial portfolio, with Jornay PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com.
Forward-LookingStatements
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 expected benefits of the new credit facility, including anticipated interest savings, statements related to the intended use of proceeds from the credit facility, statements regarding our capital structure, financial position, and future financial performance, and other statements that are not historical facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company's current expectations, including risks relating to, among others: unknown liabilities; risks related to future opportunities and plans for our products, including uncertainty of the expected financial performance of such products; our ability to commercialize and grow sales of our products; our ability to manage our relationships with licensors; the success of competing products that are or become available; our ability to maintain regulatory approval of our products, and any related restrictions, limitations, and/or warnings in the label of our products; the size of the markets for our products, and our ability to service those markets; our ability to obtain reimbursement and third-party payor contracts for our products; the rate and degree of market acceptance of our products; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for our products; the outcome of any patent infringement or other litigation that may be brought by or against us; the outcome of any governmental investigation related to our business; our ability to secure adequate supplies of active pharmaceutical ingredient for each of our products and manufacture adequate supplies of commercially saleable inventory; our ability to obtain funding for our operations and business development; regulatory developments in the U.S.; our expectations regarding our ability to obtain and maintain sufficient intellectual property protection for our products; our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; our customer concentration; and the accuracy of our estimates regarding expenses, revenue, capital requirements and need for additional financing. These and other risks are described under the heading "Risk Factors" in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other 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.
**InvestorContacts:**Ian Karp
Head of Investor Relations
ir@collegiumpharma.com
Danielle Jesse Director, Investor Relations ir@collegiumpharma.com