false
0001267565
0001267565
2026-01-08
2026-01-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 8, 2026
COLLEGIUM PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Virginia |
|
001-37372 |
|
03-0416362 |
(State
or Other Jurisdiction
of Incorporation or Organization) |
|
(Commission
File Number) |
|
(IRS Employer Identification
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
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 |
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 January 8, 2026, Collegium Pharmaceutical, Inc. (the “Company”)
issued a press release announcing full-year revenue and adjusted EBITDA guidance for 2026. A copy 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.
In addition, on January 8, 2026, the Company posted a corporate presentation
to its website that representatives of the Company may use from time to time in presentations or discussions with investors, analysts
or other parties. A copy of the presentation 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.
To the extent that the information in this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2 furnished herewith, are not descriptions of historical facts regarding the Company, they are forward-looking
statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions 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, including Exhibits 99.1 and 99.2 furnished herewith, include, among others, statements related
to the Company’s full-year 2026 financial guidance, including projected product revenue, adjusted operating expenses and adjusted
EBITDA, current and future market opportunities for its products and the Company’s assumptions related thereto, expectations (financial
or otherwise) and intentions, 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. Actual results may differ materially from management’s expectations and such forward-looking statements in
this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, could be affected as a result of various important
factors, including risks relating to, among others: unknown liabilities; risks related to future opportunities and plans for the Company’s
products, including uncertainty of the expected financial performance of such products; unknown liabilities; the Company’s ability
to commercialize and grow sales of its products; the Company’s ability to manage its relationships with licensors; the success of
competing products that are or become available; the Company’s ability to maintain regulatory approval of its products, and any
related restrictions, limitations, and/or warnings in the label of an approved product; the size of the markets for the Company’s
products, and the Company’s ability to service those markets; the Company’s ability to obtain reimbursement and third-party
payor contracts for its products; the rate and degree of market acceptance of the Company’s products; the costs of commercialization
activities, including marketing, sales and distribution; changing market conditions for the Company’s products; the outcome of any
patent infringement or other litigation that may be brought by or against the Company; the outcome of any governmental investigation related
to the Company’s business; the Company’s ability to secure adequate supplies of active pharmaceutical ingredient for each
of its products and manufacture adequate supplies of commercially saleable inventory; the Company’s ability to obtain funding for
its operations and business development; regulatory developments in the U.S.; the Company’s expectations regarding its ability
to obtain and maintain sufficient intellectual property protection for its products; the Company’s ability to comply with stringent U.S. and
foreign government regulation in the manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; the
Company’s customer concentration; and the accuracy of the Company’s estimates regarding expenses, revenue, capital requirements
and need for additional financing. These and other risks are described under the heading "Risk Factors" in the Company’s
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Committee. Any forward-looking
statements that the Company makes in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, speak only
as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update any 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.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated January 8, 2026. |
| 99.2 |
|
Investor Presentation, dated January 8, 2026. |
| 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.
| Dated: January 8, 2026 |
Collegium Pharmaceutical, Inc. |
| |
|
|
| |
By: |
/s/ Colleen Tupper |
| |
|
Name: Colleen Tupper |
| |
|
Title: Executive Vice President and Chief Financial Officer |
