Collegium (NASDAQ: COLL) to acquire AZSTARYS in $650M ADHD expansion deal
Rhea-AI Filing Summary
Collegium Pharmaceutical plans to acquire AZSTARYS, an ADHD medicine, for $650 million in cash, plus up to $135 million in potential regulatory and commercial milestone payments. The deal will give Collegium full ownership of entities holding AZSTARYS and is expected to close in the second quarter of 2026, subject to customary conditions including Hart-Scott-Rodino clearance.
The transaction is funded by about $350 million of cash on hand and a previously announced $300 million delayed draw term loan, with net debt to adjusted EBITDA projected around 2x at closing. Collegium expects AZSTARYS to generate more than $50 million of pro forma net revenue in the second half of 2026, deliver over $50 million in annual run-rate synergies within 12 months of close, and be immediately accretive to adjusted EBITDA. Patent protection for AZSTARYS is expected to extend into 2037, strengthening Collegium’s ADHD franchise alongside JORNAY PM and further diversifying revenue beyond its pain portfolio.
Positive
- Strategic, accretive ADHD acquisition: Collegium is acquiring AZSTARYS for $650 million cash plus up to $135 million in milestones, expecting >$50 million second-half 2026 pro forma revenue, >$50 million annual run-rate synergies within 12 months, immediate adjusted EBITDA accretion, and patent protection into 2037, materially strengthening and lengthening its ADHD revenue base.
Negative
- None.
Insights
Large ADHD deal adds scale, leverage and near-term EBITDA accretion.
Collegium is committing $650 million upfront plus up to $135 million in milestones to acquire AZSTARYS, a branded ADHD stimulant with expected patent protection into 2037. Management positions this as a strategic fit with JORNAY PM, using existing commercial infrastructure to deepen its neuropsychiatry footprint.
The company plans to fund the acquisition with roughly $350 million of cash and a $300 million delayed draw term loan, targeting net debt to adjusted EBITDA of about 2x at close. They highlight more than $50 million of second-half 2026 pro forma revenue, immediate adjusted EBITDA accretion, and over $50 million in annual run-rate synergies within 12 months.
Execution will hinge on closing in the second quarter of 2026, securing regulatory approvals, and integrating AZSTARYS without disrupting existing franchises. Future disclosures around realized synergies, updated 2026 guidance, and trajectory of ADHD prescriptions for AZSTARYS and JORNAY PM will clarify how fully these targets are achieved.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Equity Purchase Agreement
On March 19, 2026, Collegium Pharmaceutical, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Commave Seller”), and Corium, LLC, a Delaware limited liability company (“Corium Seller” and, together with Commave Seller, the “Seller Parties” and each, a “Seller Party”). Pursuant to the Purchase Agreement, the Company will acquire (i) all of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of Commave Seller (“GPC”) from Commave Seller, and (ii) all of the issued and outstanding limited liability interests of a newly formed Delaware limited liability company and wholly-owned subsidiary of Corium Seller (“NewCo”) from Corium Seller ((i) and (ii) collectively, the “Equity Purchase”).
Pursuant to the terms of the Purchase Agreement, the Company will acquire AZSTARYS®, a central nervous system stimulant prescription medicine used for the treatment of Attention Deficit Hyperactivity Disorder (“ADHD”) for $650 million in cash, subject to customary purchase price adjustments at the closing of the Equity Purchase (the “Closing”). The Purchase Agreement also provides for potential regulatory and commercial milestone payments of up to $135 million in the aggregate in cash to be made to Corium Seller upon the achievement of such milestones.
The Purchase Agreement contains customary representations, warranties, indemnities and covenants of the Company, GPC, NewCo and the Seller Parties. The consummation of the Equity Purchase is subject to customary closing conditions, including that all applicable waiting periods under the Hart-Scott-Rodino Act having expired or been terminated. Following the Closing, the Company will own all of the issued and outstanding limited liability interests of GPC and NewCo. The Closing is expected to occur in the second quarter of 2026.
The Purchase Agreement contains certain termination rights, including the right of either the Company or the Seller Parties to terminate the Purchase Agreement: (i) if the transactions contemplated thereby have not been consummated by March 19, 2027 (provided, that such date may be extended to September 19, 2027 by either party if the only condition that has not been satisfied or waived is approval under the Hart-Scott-Rodino Act); (ii) in the event that any final and non-appealable order is issued prohibiting the consummation of the transactions; or (iii) if the other party materially breaches any of its representations, warranties or covenants under the Purchase Agreement such that any of the conditions to Closing would not be satisfied. The Purchase Agreement also provides that, in connection with the termination of the Purchase Agreement under specified circumstances, the Company will be required to pay the Seller Parties a termination fee equal to $24 million.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and incorporated by reference herein.
The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, GPC, NewCo, the Seller Parties, or their respective subsidiaries or affiliates, or to modify or supplement any factual disclosures about the Company that it includes in its public reports filed with the U.S. Securities and Exchange Commission (“SEC”). The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates at the time they were made or at any other time. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other reports and filings that the Company makes from time to time with the SEC.
| Item 7.01 | Regulation FD Disclosure. |
On March 19, 2026, the Company issued a press release announcing that the Company will acquire AZSTARYS® (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Also, on March 19, 2026, the Company held a conference call to discuss, among other things, the announcement of the acquisition of AZSTARYS®. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information included in this item, Exhibit 99.1 and Exhibit 99.2 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, Exhibit 99.1 or Exhibit 99.2 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.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith contain 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 Current Report on Form 8-K include, among others, statements related to the expected closing of the transaction; the anticipated benefits of the acquisition of AZSTARYS, including its impact on the Company's ADHD portfolio and commercial strategy; projected financial performance, including expected revenue and adjusted EBITDA, and other statement that are not historic 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 our current expectations. Actual results may differ materially from management’s expectations and such forward-looking statements in this filing could be affected as a result of various important factors, including risks relating to, among others: risks related to our ability to complete the transaction on the proposed terms and schedule or at all; the failure (or delay) to receive the required regulatory approvals relating to the transaction; risks related to our ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this filing or the consummation of the proposed acquisition on the market price of our common stock and/or operating results; risks related to significant transaction costs or the acquisition of unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; risks related to future opportunities and plans for AZSTARYS, including uncertainty of the expected financial performance of AZSTARYS; 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 obtain and maintain regulatory approval of our products and any product candidates, and any related restrictions, limitations, and/or warnings in the label of our products; the size of the markets for our products and product candidates, 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 and product candidates; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for our products; the outcome of any patent infringement, opioid-related or other litigation that may be brought by or against us, including litigation with Purdue Pharma, L.P.; 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 filing speak only as of the date of this filing. 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 filing.
| Item 9.01 | Financial Statements and Exhibits. |
| 2.1*^ | Equity Purchase Agreement, dated as of March 19, 2026, by and among the Company, Corium Therapeutics Holdings, LLC, and Corium, LLC. |
| 99.1 | Press release of the Company, dated March 19, 2026 |
| 99.2 | Investor Presentation, dated March 19, 2026 |
| 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
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: March 19, 2026 | Collegium Pharmaceutical, Inc. | ||
| By: | /s/ Colleen Tupper | ||
| Name: | Colleen Tupper | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Collegium to Acquire AZSTARYS® from Corium Therapeutics, Strengthening Position in ADHD and Accelerating Growth Trajectory
– Adds Highly Complementary and Differentiated Medicine with Significant Growth Potential to Collegium’s Existing ADHD Portfolio –
– Enables Greater Impact Across ADHD Patient Communities –
– AZSTARYS Expected to Generate Over $50 Million in Second Half 2026 Pro Forma Net Revenue –
– Expected Patent Protection into 2037 –
– Transaction Expected to be Immediately Accretive to Adjusted EBITDA –
– Acquisition to Be Funded by Collegium’s Cash on Hand and Previously Announced $300 Million Delayed Draw Term Loan –
– Conference Call Scheduled for Today at 9:00 a.m. ET –
STOUGHTON and CAMBRIDGE, Mass., March 19, 2026 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL) and Corium Therapeutics Holdings, LLC (Corium Therapeutics), today announced a definitive agreement pursuant to which Collegium will acquire AZSTARYS for $650 million in cash with the potential for additional milestone payments up to $135 million depending on future commercial and regulatory milestones.
Corium Therapeutics is a privately held company that, through its subsidiaries, markets and distributes AZSTARYS (serdexmethylphenidate and dexmethylphenidate), a central nervous system (CNS) stimulant prescription medicine used for the treatment of Attention Deficit Hyperactivity Disorder (ADHD) in people 6 years of age and older. It is the first and only ADHD treatment with both immediate release and long-acting medicines in one capsule. The acquisition of AZSTARYS is expected to significantly strengthen Collegium’s position in ADHD, further diversifying and bolstering its revenue base.
“The acquisition of AZSTARYS marks a highly strategic addition to our product portfolio – one that accelerates our growth trajectory while reinforcing our long-standing commitment to improving patient care and delivering shareholder value,” said Vikram Karnani, President and Chief Executive Officer. “The addition of AZSTARYS will significantly complement our existing ADHD business while extending revenues into 2037 and beyond. Healthcare providers view both JORNAY PM® and AZSTARYS as differentiated medicines that each play an important role in addressing the unmet needs of people with ADHD. This immediately accretive transaction meaningfully advances our ambition to build a leading, diversified biopharmaceutical company.”
“Over the past two years, our team has worked hard to establish AZSTARYS as a leading treatment option for patients with ADHD through innovative patient access solutions and analytically driven execution,” said Todd Smith, Chief Executive Officer of Corium Therapeutics. “We are proud of the progress that has been achieved and believe Collegium is well positioned to build on that foundation and continue expanding its reach.”
Transaction Rationale
| · | Strategically aligns with Collegium’s mission of building a leading, diversified biopharmaceutical company by expanding its position in ADHD, further diversifying its commercial portfolio beyond responsible pain management. |
| · | Leverages Collegium’s established ADHD commercial infrastructure and expertise to accelerate AZSTARYS’ growth trajectory and drive operational efficiencies, further strengthening Collegium’s financial position through increased revenue scale and annual run rate synergies expected to be in excess of $50 million within twelve months post-closing. |
| · | Strengthens Collegium’s position in ADHD. AZSTARYS generated more than 760,000 prescriptions in 2025 and adds a complementary medicine to Collegium’s ADHD portfolio. AZSTARYS is expected to generate over $50 million in second half 2026 pro forma net revenue. |
| · | Expected to extend the longevity of Collegium’s ADHD portfolio as AZSTARYS is supported by six Orange Book-listed patents, most of which do not expire until December 2037. |
| · | Further strengthens Collegium’s financial position by expanding its revenue base, supporting margin expansion, and enhancing future cash flow generation. |
Additional Transaction Details
| · | Under the terms of the agreement, Collegium will acquire the AZSTARYS business for $650 million in cash at closing. Collegium may also pay Corium Therapeutics up to $135 million in additional consideration if AZSTARYS achieves certain commercial and regulatory milestones. |
| · | The all-cash consideration will be funded by a combination of Collegium’s existing cash on hand and $300 million from a delayed draw term loan which is part of the syndicated credit facility announced by Collegium in December 2025. The term loan 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 will be SOFR plus 3.25%. |
| · | At the close of this transaction, Collegium expects its net leverage to be approximately two times based on estimated 2026 combined adjusted EBITDA. |
| · | Collegium expects this transaction to be immediately accretive to adjusted EBITDA. |
Timing to Close
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory and Hart-Scott-Rodino approvals.
Advisors
Leerink Partners is acting as the exclusive financial advisor to Collegium. Centerview Partners is acting as the exclusive financial advisor to Corium Therapeutics. Goodwin Proctor LLP is serving as M&A legal counsel to Collegium. Sullivan & Cromwell LLP is serving as M&A legal counsel to Corium Therapeutics.
Conference Call Information
The Company will host a conference call and live audio webcast today, March 19, 2026, at 9:00 a.m. ET. To access the conference call, please dial (877) 407-8037 (U.S.) or (201) 689-8037 (International) and reference the “Collegium Pharmaceutical Investor Conference Call.” An audio webcast will be accessible from the Investors section of the Company’s website: www.collegiumpharma.com. The webcast will be available for replay on the Company’s website approximately two hours after the event.
About Collegium Pharmaceutical, 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.
Non-GAAP Financial Measures
To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.
In this press release we discuss the following financial measures that are not calculated in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:
| · | adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA; |
| · | adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; |
| · | adjusted EBITDA does not reflect the benefit from or provision for income taxes or the cash requirements to pay taxes; |
| · | adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; |
| · | we exclude stock-based compensation expense from adjusted EBITDA although: (i) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; and (ii) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position; |
| · | we exclude impairment expenses from adjusted EBITDA and, although these are non-cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA; |
| · | we exclude restructuring expenses from adjusted EBITDA. Restructuring expenses primarily include employee severance and contract termination costs that are not related to acquisitions. The amount and/or frequency of these restructuring expenses are not part of our underlying business; |
| · | we exclude litigation settlements and contingencies that are subject to recovery from adjusted EBITDA, as well as any applicable income items or, credit adjustments, or recoveries due to subsequent changes in estimates. This does not include our legal fees to defend claims, which are expensed as incurred; |
| · | we exclude acquisition related expenses as the amount and/or frequency of these expenses are not part of our underlying business. Acquisition related expenses include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition related expenses incurred; |
| · | we exclude recognition of the step-up basis in inventory from acquisitions (i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business; |
| · | we exclude changes in the fair value of contingent consideration, which are non-cash, acquisition-related items that are not part of our underlying business; |
| · | we exclude losses on extinguishments of debt as these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis; |
| · | we exclude executive transition expenses from adjusted EBITDA as the amount and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis; and |
| · | we exclude other expenses, from time to time, that are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis. |
The Company has not provided a reconciliation of its full-year 2026 guidance for adjusted EBITDA to the most directly comparable forward-looking GAAP measures, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, because the Company is unable to predict, without unreasonable efforts, the timing and amount of items that would be included in such a reconciliation, including, but not limited to, stock-based compensation expense, acquisition related expenses, amortization of acquired intangible assets, and changes in fair value of contingent consideration. These items are uncertain and depend on various factors that are outside of the Company’s control or cannot be reasonably predicted. While the Company is unable to address the probable significance of these items, they could have a material impact on GAAP net income and operating expenses for the guidance period. A reconciliation of adjusted EBITDA would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors.
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 related to the expected closing of the transaction; the anticipated benefits of the acquisition of AZSTARYS, including its impact on Collegium’s ADHD portfolio and commercial strategy; projected financial performance, including expected revenue and adjusted EBITDA, and other statements that are not historic 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: risks related to our ability to complete the transaction on the proposed terms and schedule or at all; the failure (or delay) to receive the required regulatory approvals relating to the transaction; risks related to our ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation of the proposed acquisition on the market price of our common stock and/or operating results; risks related to significant transaction costs or the acquisition of unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; risks related to future opportunities and plans for AZSTARYS, including uncertainty of the expected financial performance of AZSTARYS; 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, revenues, 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.
Investor Contacts:
Ian Karp
Head of Investor Relations
ir@collegiumpharma.com
Danielle Jesse
Director, Investor Relations
ir@collegiumpharma.com
Media Contacts:
Jessica Cotrone
Senior Vice President, Communications & Corporate Affairs
communications@collegiumpharma.com
Exhibit 99.2
Collegium to Acquire AZSTARYS ® from Corium Therapeutics March 19, 2026 | Nasdaq: COLL Healthier people. Stronger communities.
Forward - Looking Statements This presentation 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 presentation include, among others, statements related to the expected closing of the transaction ; the anticipated benefits of the acquisition of AZSTARYS , including its impact on Collegium’s ADHD portfolio and commercial strategy ; projected financial performance, including expected revenue and adjusted EBITDA, and other statement that are not historic 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 : risks related to our ability to complete the transaction on the proposed terms and schedule or at all ; the failure (or delay) to receive the required regulatory approvals relating to the transaction ; risks related to our ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period ; the risk that the businesses will not be integrated successfully ; disruption from the transaction making it more difficult to maintain business and operational relationships ; negative effects of this announcement or the consummation of the proposed acquisition on the market price of our common stock and/or operating results ; risks related to significant transaction costs or the acquisition of unknown liabilities ; the risk of litigation and/or regulatory actions related to the proposed acquisition ; risks related to future opportunities and plans for AZSTARYS , including uncertainty of the expected financial performance of AZSTARYS ; 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 presentation speak only as of the date of this presentation . 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 presentation . Non - GAAP Financial Measures To supplement our financial results presented on a GAAP basis, we have included information about certain non - GAAP financial measures . We believe the presentation of these non - GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year - over - year basis and manage our budgeting and forecasting . In addition, certain non - GAAP financial measures, primarily Adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non - sales force employees, including senior management . In this presentation, we discuss the following financial measures that are not calculated in accordance with GAAP, to supplement our consolidated financial statements presented on a GAAP basis . Adjusted EBITDA Adjusted EBITDA is a non - GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock - based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations . Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies . There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as : • adjusted EBITDA excludes depreciation and amortization, and, although these are non - cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA ; • adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs ; • adjusted EBITDA does not reflect the benefit from or provision for income taxes or the cash requirements to pay taxes ; • adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments ; • we exclude stock - based compensation expense from adjusted EBITDA although : ( i ) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy ; and (ii) if we did not pay out a portion of our compensation in the form of stock - based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position ; • we exclude impairment expenses from adjusted EBITDA and, although these are non - cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA ; • we exclude restructuring expenses from adjusted EBITDA . Restructuring expenses primarily include employee severance and contract termination costs that are not related to acquisitions . The amount and/or frequency of these restructuring expenses are not part of our underlying business ; • we exclude litigation settlements and contingencies that are subject to recovery from adjusted EBITDA, as well as any applicable income items, credit adjustments, or recoveries due to subsequent changes in estimates . This does not include our legal fees to defend claims, which are expensed as incurred ; • we exclude acquisition related expenses as the amount and/or frequency of these expenses are not part of our underlying business . Acquisition related expenses include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee - related expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition related expenses incurred ; • we exclude recognition of the step - up basis in inventory from acquisitions (i . e . , the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business ; • we exclude changes in the fair value of contingent consideration, which are non - cash, acquisition - related items that are not part of our underlying business ; • we exclude losses on extinguishments of debt as these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis ; • we exclude executive transition expenses from adjusted EBITDA as the amount and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis ; and • we exclude other expenses, from time to time, that are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis . Reconciliations of adjusted EBITDA to the most directly comparable GAAP financial measures are included in this presentation . The Company has not provided a reconciliation of its full - year 2026 guidance for adjusted EBITDA to the most directly comparable forward - looking GAAP measures, in reliance on the unreasonable efforts exception provided under Item 10 (e)( 1 )( i )(B) of Regulation S - K, because the Company is unable to predict, without unreasonable efforts, the timing and amount of items that would be included in such a reconciliation, including, but not limited to, stock - based compensation expense, acquisition related expenses, amortization of acquired intangible assets, and changes in fair value of contingent consideration . These items are uncertain and depend on various factors that are outside of the Company’s control or cannot be reasonably predicted . While the Company is unable to address the probable significance of these items, they could have a material impact on GAAP net income and operating expenses for the guidance period . A reconciliation of adjusted EBITDA would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors .
Strategic Context and Transaction Overview Vikram Karnani President & Chief Executive Officer
4 Collegium’s Path to Building a Leading, Diversified Biopharmaceutical Company TIME FURTHER EXPANSION Product diversification and capital deployment NEUROPSYCHIATRY & PEDIATRICS PAIN PORTFOLIO FUTURE Guiding Framework for Near - term BD Efforts TARGET THERAPEUTIC AREAS • Neuropsychiatry and pediatrics • Other specialty conditions (case - by - case) • Rare diseases (case - by - case) • Commercial or near - commercial • Cost efficient sales and marketing requirements • LOE into 2030’s and beyond ADDITIONAL FEATURES While maintaining robust cash generation and financial strength OPPORTUNITY
A Compelling Acquisition that Accelerates Collegium’s Growth Strategy • Expands Collegium’s position in ADHD • Leverages existing ADHD sales & marketing infrastructure and expertise • Increases scale, strengthens operating leverage, and expands margins • Immediately accretive to adjusted EBITDA • Further diversifies revenue base beyond pain medicines • Expected to extend revenues into late 2030s • Executes on capital deployment strategy to create long - term value 5 STRATEGIC AND COMPLEMENTARY FIT Enables Greater Impact Across Patient Communities
TIMING: Expected to close in Q2 2026 Purchase Price Transaction and Financial Details 1 • $650 million in cash • Up to $135 million in potential milestone payments based on future commercial and regulatory milestones 6 Funding for Acquisition • $350 million cash on hand • $300 million delayed draw term loan Capital Impact • Net debt to adjusted EBITDA 2 expected to be approximately 2x at deal close • Expect to rapidly pay down debt from future cash from operations 1. Unless otherwise noted, based on financial data provided by Collegium in its press release on Form 8 - K filed with the SEC on Mar ch 19, 2026. 2. Represents a non - GAAP financial measure. Refer to “Non - GAAP Financial Measures” on slide 2. Net debt/adjusted EBITDA is calcula ted based on financial data provided by Collegium in its press release on Form 8 - K filed with the SEC on March 19, 2026 and Annual Report on Form 10 - K filed with the SEC on February 26, 2026.
Commercial Impact Financial Impact Provides Attractive Commercial and Financial Benefits to Collegium 7 Accelerate AZSTARYS growth trajectory • Benefit of Collegium’s ADHD commercial infrastructure and expertise • Ability to invest behind the brand Leverage existing Collegium infrastructure • Shared key ADHD stakeholders, including HCPs, enables operational efficiencies Extend revenues into late 2030’s • Protected by 6 Orange Book - listed patents, most of which expire in December 2037 Immediately accretive to Collegium’s adjusted EBITDA 1 • Meaningful revenue contribution expected in 2026 and beyond • >$50 million in expected second half 2026 pro forma revenue • >$50 million in expected annual run rate synergies to be achieved within 12 months of close • Extends revenues into 2037 Upon closing of deal, Collegium expects to update its 2026 financial guidance 1. Represents a non - GAAP financial measure. Refer to “Non - GAAP Financial Measures” on slide 2.
The Future of Collegium’s ADHD Portfolio Scott Dreyer Executive Vice President & Chief Commercial Officer
9 Total ADHD Market annual prescriptions Stimulants annual prescriptions annual prescriptions 1. Large and growing market 8% CAGR from 2020 - 2025 2. High patient unmet need Patients on average try ~3 different ADHD medicines before finding right treatment 2 3. Stimulants remain the preferred treatment for vast majority of patients 4. Significant opportunity for both JORNAY PM and AZSTARYS to grow share from generic stimulants - methylphenidates and amphetamines Commercial Dynamics Overview of U.S. ADHD Market and Key Commercial Dynamics 1 2025 1. IQVIA NPA monthly data for full - year 2025 unless otherwise noted. 2. Survey conducted by ADDitude Magazine from July through December 2023. The survey included more than 11,000 caregivers and patients who were subscribers t o ADDitude Magazine. Source: additudemag.com ~111M ~98M >760K annual prescriptions >760K
Two ADHD Medicines with Strong Support from HCPs that Address Patient Unmet Need 1 10 Established positions in current ADHD market Viewed as highly favorable amongst HCPs Of HCPs surveyed, 70% indicated intent to increase prescribing of JORNAY PM; 53% plan to increase prescribing of AZSTARYS ≥70% of HCPs indicated that if a patient/caregiver requests JORNAY PM or AZSTARYS they typically fulfill that request 1. ATU (Awareness, Trial, & Usage) Market Research Study, completed Q1 2026. Considered highly differentiated by HCPs
11 Highly Complementary Combination to Increase Collegium’s Impact within the ADHD Community and Better Serve Patients • Dual immediate and long - acting profile • First and only ADHD treatment with both fast and long - acting medicines in one capsule • Dual delayed and extended - release technology • Only ADHD treatment dosed in the evening that provides symptom control upon awakening Key Differentiation Features Need for rapid onset of efficacy and duration throughout the day Need for efficacy upon awakening and duration of effect Primary Patient Type as Identified by Target HCPs
Closing Remarks Vikram Karnani President & Chief Executive Officer
Business Development Objectives Acquisition Aligns with Business Development Strategy and Accelerates Revenue and AEBITDA 1 Growth for Collegium 13 Adds to Collegium’s leadership position in ADHD and leverages existing infrastructure x Differentiated, commercial - stage assets to diversify portfolio AZSTARYS pro forma net revenue expected to be >$50M in 2H 2026 and highly synergistic to existing ADHD portfolio x Significant revenue and growth potential 6 Orange Book - listed patents with expiries in December 2037 x Exclusivity into 2030s and beyond Differentiated medicine that is highly complementary to current ADHD portfolio x Invest in innovation while leveraging existing commercial infrastructure Immediately enhances revenue growth profile and accretive to adjusted EBITDA 1 upon close AZSTARYS Acquisition 1. Represents a non - GAAP financial measure. Refer to “Non - GAAP Financial Measures” on slide 2.
Creating Value for Shareholders 14 14 2026 STRATEGIC PRIORITIES VALUE CREATION 1. Drive significant growth for JORNAY PM 2. Maximize the durability of the Pain Portfolio 3. Strategically deploy capital • Business Development • Debt repayment • Share repurchases Grow Revenues Extend longevity Increase profitability Generate robust cash flows Diversify portfolio Strengthen balance sheet
Questions 15
FAQ
What transaction did Collegium Pharmaceutical (COLL) announce regarding AZSTARYS?
How will Collegium (COLL) finance the AZSTARYS acquisition?
When is the AZSTARYS acquisition by Collegium (COLL) expected to close?
What financial impact does Collegium (COLL) expect from AZSTARYS in 2026?
How does AZSTARYS fit into Collegium’s (COLL) ADHD strategy?
What is the expected patent life of AZSTARYS after Collegium’s acquisition?
Filing Exhibits & Attachments
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