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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): October 15, 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 1.02 |
Termination of a Material Definitive Agreement. |
As previously disclosed, Collegium Pharmaceutical, Inc.
(the “Company”) is party to a License Agreement (U.S.), dated as of January 13, 2015, with Grünenthal GmbH (“Grünenthal”)
(as amended, the “Grünenthal License”) which the Company assumed pursuant to a Consent Agreement, dated as of January
30, 2020 between the Company, Grünenthal and Assertio Therapeutics, Inc. (the “Consent Agreement”) as part of the Company’s
2020 acquisition of Nucynta ER and Nucynta IR (the “Nucynta Products”). As also previously disclosed, in February 2026, Grünenthal
filed a complaint in the United States District Court for the District of New Jersey, naming the Company as a defendant, for patent infringement
related to the launch of the authorized generic for Nucynta ER (the “Nucynta Litigation”).
On October 15, 2026, the Company and Grünenthal
entered into a settlement agreement (the “Settlement Agreement”) to resolve all disputes and claims between the parties, including
the Nucynta Litigation. Pursuant to the Settlement Agreement, the parties mutually agreed to terminate the Grünenthal License in
its entirety and the Consent Agreement solely with respect to the Territory (as defined in the Consent Agreement), effective on October
15, 2026 following the Company’s payment to Grünenthal of $17,000,000. All obligations of the Company with respect to royalties
under the Grünenthal License have been fully and finally discharged and no further royalties will be due pursuant to the Grünenthal
License. Except for such termination of the Consent Agreement with respect to the Territory, the Consent Agreement shall continue in full
force and effect in accordance with its terms. Pursuant to the Settlement Agreement, Grünenthal has also, among other things, assigned
certain patents related to the Nucynta Products to the Company and filed a motion to dismiss the Nucynta Litigation.
The foregoing description of each of the Grünenthal
License and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of
the Grünenthal License and Consent Agreement, copies of which were filed as Exhibit 10.4 and 10.5 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 7, 2020, and are incorporated
by reference herein.
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: October 19, 2026 |
Collegium Pharmaceutical, Inc. |
| |
|
|
| |
By: |
/s/ Colleen Tupper |
| |
|
Name: |
Colleen Tupper |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
