UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March ~~February 13~~22, 2022

BioDelivery Sciences International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~Delaware~~001-31361

35-2089858

~~001-31361~~

~~35-2089858~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4131 ParkLake Ave., Suite 225

~~4131 ParkLake Ave., Suite 225~~

Raleigh,

NC.

27612

Raleigh, N.C.

27612

(Address of principal executive offices)

~~(Address of principal executive offices)~~

(Zip Code)

~~(Zip Code)~~

Registrant’s telephone number, including area code: 919-582-9050

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof 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

~~TradingSymbol(s)~~

~~Name of each exchangeon which registered~~

Common stock, par value $0.001

BDSI

The Nasdaq Global Select Market

~~BDSI~~

~~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~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

As previously disclosed in the Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2022, BioDelivery Sciences International, Inc., a Delaware corporation (“BDSI”), entered into an Agreement and Plan of Merger, dated as of February 14, 2022 (the “Merger Agreement”), by and among Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), Bristol Acquisition Company Inc., a Delaware corporation and wholly owned subsidiary of Collegium (“Purchaser”), and BDSI. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, on March 21, 2022, Purchaser completed a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares (the “Shares”) of BDSI’s common stock, $0.001 par value per share (the “BDSI Common Stock”), at an offer price of $5.60 per Share (the “Offer Price”), in cash, subject to applicable withholding taxes and without interest.

OnThe ~~February~~Offer 14expired at 12:00 midnight, Eastern Time, at the end of March 18, 2022 (i.e., ~~BioDelivery~~one ~~Sciences~~minute ~~International~~following 11:59 p.m., ~~Inc~~Eastern Time, on March 18, 2022). According to the depositary for the Offer, 74,780,700 Shares of BDSI Common Stock were validly tendered and not validly withdrawn in the Offer, representing approximately 72.44% of the outstanding Shares of BDSI Common Stock (not including 5,548,893 Shares of BDSI Common Stock delivered through notices of guaranteed delivery, representing approximately 5.37% of the Shares of BDSI Common Stock outstanding). The number of Shares of BDSI Common Stock tendered satisfied the condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a ~~Delaware~~number ~~corporation~~of Shares of BDSI Common Stock (“but excluding Shares of BDSI Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received”), ~~entered~~as ~~into~~defined anby ~~Agreement~~Section ~~and~~251(h)(6)(f) ~~Plan~~of the General Corporation Law of ~~Merger~~the State of Delaware (the “~~Merger~~DGCL”) by ~~Agreement~~the “depository” (as such term is defined in Section 251(h)(6)(c) ~~with~~of ~~Collegium~~the ~~Pharmaceutical~~DGCL), ~~Inc.,~~together awith ~~Virginia~~the ~~corporation~~Shares of BDSI Common Stock then owned by Purchaser and its affiliates (~~“Collegium”~~as such term is defined in Section 251(h)(6)(a) of the DGCL), representing at least one Share more than 50% of all issued and ~~Bristol~~outstanding ~~Acquisition~~Shares ~~Company~~of ~~Inc~~BDSI Common Stock as of immediately after the consummation of the Offer. All conditions to the Offer having been satisfied or waived and, aon ~~Delaware~~March ~~corporation~~21, 2022, Purchaser irrevocably accepted for payment, and ~~wholly~~expects to ~~owned~~promptly ~~subsidiary~~pay for, all Shares of ~~Collegium~~BDSI ~~(“Purchaser”)~~Common Stock validly tendered and not validly withdrawn.

~~Pursuant~~Following to the ~~Merger~~consummation ~~Agreement,~~of ~~upon~~ the ~~terms~~Offer, ~~and~~the ~~subject~~remaining toconditions to the ~~conditions~~Merger ~~thereof,~~ (as ~~promptly~~defined asbelow) ~~practicable~~set ~~(but~~forth in nothe ~~event~~Merger ~~more~~Agreement ~~than~~were 10satisfied ~~business~~and, ~~days~~on ~~after~~March ~~the~~22, ~~date~~2022, ofPurchaser ~~the~~merged ~~Merger~~with ~~Agreement)~~and into BDSI, ~~Purchaser~~with ~~will~~BDSI ~~commence~~surviving as a ~~cash~~wholly ~~tender~~owned ~~offer~~subsidiary of Collegium (the “~~Offer~~Merger”),. toThe ~~acquire~~Merger ~~all~~was ofcompleted ~~the~~pursuant ~~outstanding~~to ~~shares~~ Section 251(~~the “Shares”~~h) of ~~BDSI’s~~the ~~common stock~~DGCL, $0with no stockholder vote required.~~001~~ ~~par~~At ~~value~~the ~~per~~effective ~~share~~time of the Merger (the “~~BDSI~~Effective ~~Common Stock~~Time”), atthe anissued and ~~offer~~outstanding ~~price~~Shares of ~~$5.60~~BDSI ~~per~~Common ~~Share~~Stock in(other ~~cash,~~than ~~subject~~Excluded toShares ~~applicable withholding taxes~~ and ~~without~~Dissenting ~~interest~~Shares (~~the~~each ~~“Offer~~as ~~Price”).~~defined ~~The~~in ~~Offer~~the ~~will~~Merger ~~initially~~Agreement)) were ~~remain~~converted ~~open~~into ~~for~~the 20right ~~business~~to ~~days~~receive ~~from~~ the ~~date~~Offer ofPrice, ~~commencement~~in ~~of the Offer~~cash, subject to ~~extension~~applicable ~~under~~withholding ~~certain~~taxes ~~circumstances~~and without interest.

~~The~~In ~~obligation~~addition, by virtue of ~~Purchaser~~the Merger, (i) each stock option to purchase Shares ~~tendered~~of inBDSI ~~the~~Common ~~Offer~~Stock is(a ~~subject~~“BDSI toOption”) ~~customary~~that ~~closing~~was ~~conditions~~outstanding ~~set~~as ~~forth~~of inimmediately prior to the ~~Merger~~Effective ~~Agreement,~~Time ~~including,~~was ~~but~~automatically accelerated ~~not~~and ~~limited~~became fully vested and exercisable effective immediately prior to, ~~that~~the Effective Time and (ix) ateach ~~least~~BDSI ~~one~~Option ~~Share~~with ~~more~~a per share exercise price less than ~~50%~~the Offer Price that was then outstanding and unexercised was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the total number of Shares subject to such BDSI Option multiplied by (B) the excess, if any, of the Offer Price over the exercise price payable per Share under such BDSI ~~Common~~Option, ~~Stock~~net ~~issued~~of applicable withholding taxes, and ~~outstanding~~(y) ~~have~~each ~~been~~BDSI ~~validly~~Option ~~tendered~~with ~~into~~an ~~and~~exercise ~~not~~price ~~validly~~equal ~~withdrawn~~to, ~~from~~or greater than, the Offer Price that was then outstanding and unexercised was cancelled without any consideration paid therefor whether before or after the Effective Time, and (ii) ~~the~~each ~~waiting~~restricted ~~period~~stock ~~(or~~unit ~~any~~award issued ~~extension~~by ~~thereof~~BDSI (a “BDSI RSU”) ~~applicable~~that was outstanding prior to the ~~Offer~~Effective ~~under~~Time ~~the~~automatically ~~Hart-Scott-Rodino~~accelerated ~~Antitrust~~and ~~Improvements~~became ~~Act~~fully vested ofimmediately ~~1976,~~prior asto ~~amended,~~the Effective Time and ~~the~~each ~~rules~~BDSI RSU that was outstanding was cancelled and ~~regulations~~converted ~~promulgated~~into ~~thereunder,~~the ~~have~~right ~~expired~~to orreceive cash ~~been~~in ~~terminated.~~an ~~Neither~~amount equal to the ~~completion~~product of (x) the ~~Offer~~total ~~nor~~number ~~the~~of ~~closing~~Shares issuable in settlement of such BDSI RSU multiplied by (y) the Offer ~~Merger~~Price. ~~are~~There ~~subject~~were no outstanding warrants to apurchase ~~financing~~Shares ~~condition~~of BDSI Common Stock outstanding as of immediately prior to the Effective Time.

~~Following~~The ~~the~~foregoing ~~completion~~description of the ~~Offer and subject to the satisfaction or waiver of certain conditions set forth in the~~ Merger Agreement, ~~Purchaser will merge with~~ and ~~into~~the ~~BDSI,~~transactions contemplated ~~with~~thereby ~~BDSI~~does ~~surviving~~not aspurport ato ~~wholly owned subsidiary of Collegium (the “Merger”). The Merger shall~~ be ~~governed~~complete by and ~~effected~~is ~~under~~qualified ~~Section~~in ~~251(h)~~its ofentirety ~~the~~by ~~Delaware~~reference ~~General Corporation Law (the “DGCL”), with no stockholder vote required~~ to ~~consummate~~ the Merger. AtAgreement, ~~the~~a ~~effective~~copy ~~time~~ of which ~~the~~is ~~Merger~~incorporated ~~(the “Effective Time”), the Shares then outstanding (other than Shares held~~ by ~~(i)~~reference ~~BDSI~~as orExhibit ~~its~~2.1 ~~subsidiaries~~to ~~(including~~this ~~Shares~~Current ~~held~~Report inon ~~BDSI’s~~Form ~~treasury),~~8-K ~~(ii) Collegium, Purchaser, any other direct or indirect wholly owned subsidiary of Collegium, or (iii) stockholders of BDSI who have properly exercised~~ and ~~perfected~~is ~~their~~incorporated ~~statutory~~by ~~rights~~reference ~~of appraisal under the DGCL) will each be converted into the right to receive the Offer Price~~herein.

~~The~~Item ~~board~~1.02. ofTermination ~~directors~~ of ~~BDSI~~Material ~~(the~~Definitive ~~“BDSI Board”) has unanimously (i) approved, adopted and declared advisable the Merger~~ Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), (ii) determined that the transactions contemplated thereby, including the Transactions, are in the best interests of BDSI and its stockholders, (iii) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL and (iv) resolved to recommend that the stockholders of BDSI accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

~~The~~Effective ~~Merger Agreement provides that each stock option to purchase shares of BDSI Common Stock (a “BDSI Option”) that is outstanding~~ as of ~~immediately~~March ~~prior~~22, to2022 ~~the Effective Time shall automatically accelerate~~ and ~~become fully vested and exercisable effective immediately prior to, and~~ contingent upon, the ~~Effective Time. As~~ consummation of the ~~Effective Time~~Merger, ~~each~~ BDSI ~~Option~~terminated ~~with a per share exercise price less than~~ the ~~Offer~~BioDelivery ~~Price~~Sciences ~~that~~International, isInc. ~~then~~2011 ~~outstanding~~Equity ~~and~~Incentive ~~unexercised shall be cancelled and converted into the right to receive cash in an amount equal to the product of (x) the total number of Shares subject to such BDSI Option multiplied by (y) the excess~~Plan, ifas ~~any~~amended, ofand the ~~Offer~~BioDelivery Sciences ~~Price over the exercise price payable per Share under such BDSI Option~~International, ~~net of applicable withholding taxes~~Inc. ~~Each~~2019 ~~BDSI~~Stock Option ~~with an exercise price equal to, or greater than, the Offer Price that is then outstanding~~ and ~~unexercised~~Incentive ~~shall be cancelled without any consideration paid therefor whether before or after the Effective Time~~Plan.

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~also~~the ~~provides~~closing ~~that~~of ~~each~~the ~~restricted~~Merger, ~~stock~~on ~~unit~~March ~~award~~22, ~~issued~~2022, by BDSI repaid (ain ~~“BDSI~~full ~~RSU”) that is outstanding as of immediately prior to the Effective Time shall automatically accelerate~~ and ~~become~~terminated ~~fully~~its ~~vested~~Loan ~~immediately prior to~~Agreement, ~~and~~dated ~~contingent~~as ~~upon, the Effective Time. As~~ of ~~the~~May ~~Effective~~23, ~~Time~~2019, ~~each~~by ~~BDSI~~and ~~RSU~~among ~~that~~BDSI, isadditional ~~then~~credit ~~outstanding~~parties ~~shall~~thereto ~~be cancelled~~ and ~~converted~~BPCR Limited ~~into~~Partnership, ~~the~~as ~~right to receive cash~~ successor-in-interest ~~an amount equal~~ to ~~the~~BioPharma ~~product~~Credit ~~of (x) the total number of Shares issuable in settlement of such BDSI RSU multiplied by (y) the Offer Price~~plc.

~~The~~Item ~~Merger~~2.01. ~~Agreement~~Completion ~~further provides that, as~~ of ~~the~~Acquisition ~~Effective~~or ~~Time,~~Disposition ~~each outstanding warrant to purchase shares~~ of BDSI Common Stock (a “BDSI Warrant”) that is outstanding as of immediately prior to the Effective Time with an exercise price less than the Offer Price shall be cancelled and converted into the right to receive cash in an amount equal to the product of (x) the total number of Shares subject to such BDSI Warrant multiplied by (y) the excess, if any, of the Offer Price over the exercise price payable per Share under such BDSI Warrant.Assets

~~The~~As ~~Merger~~described ~~Agreement~~in ~~includes~~the ~~representations,~~Introductory ~~warranties~~Note ~~and~~above, ~~covenants~~on ofMarch ~~the~~21, ~~parties~~2022, ~~customary~~Purchaser irrevocably accepted for apayment ~~transaction~~all Shares of ~~this~~BDSI ~~nature.~~Common ~~From~~Stock validly tendered and not validly withdrawn pursuant to the ~~date~~Offer. ofOn March 22, 2022, the Merger ~~Agreement~~was ~~until~~completed ~~the~~pursuant ~~earlier~~to Section 251(h) of the ~~Effective~~DGCL, ~~Time~~with ~~and~~no vote of BDSI’s stockholders required. Upon the ~~termination~~consummation of the Merger, BDSI became a wholly owned subsidiary of Collegium.

~~Agreement,~~The BDSI has agreed, subject to certain exceptions, to conduct in all material respects its business and operations in the ordinary course and has agreed to certain other customary operating covenants, as set forth more fully in the Merger Agreement. BDSI has also agreed not to, directly or indirectly, (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) ~~any~~contained ~~inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined~~ in the ~~Merger~~Introductory ~~Agreement),~~Note ~~(ii) engage in, continue or otherwise participate in any discussions (except to notify a person that makes any inquiry or offer with respect to an Acquisition Proposal~~ of ~~the~~this ~~existence~~Current Report ofon ~~the~~Form ~~applicable~~8-K ~~provisions~~is ofincorporated ~~the~~by ~~Merger~~reference Agreement or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations regarding, or furnish to any other person any information in connection with, or for the purpose of soliciting, knowingly encouraging or facilitating, an Acquisition Proposal, (iii) adopt, approve or enter into ~~any~~this ~~letter~~Item of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (iv) waive or release any person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any contract entered into in respect of an Acquisition Proposal or any proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal2. Notwithstanding these restrictions, BDSI may under certain circumstances provide, pursuant to an acceptable confidentiality agreement, information to and engage in or otherwise participate in discussions or negotiations with third parties with respect to an unsolicited bona fide written Acquisition Proposal that the BDSI Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement)01.

~~The~~Item Merger Agreement also includes customary termination provisions for both BDSI and Collegium and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by BDSI to accept and enter into a definitive agreement with respect to a Superior Offer, BDSI will be required to pay Collegium a termination fee of an amount in cash equal to approximately $183.~~1 million (the “Termination Fee”)~~01. ~~Any~~Notice ~~such termination~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~by BDSI in connection with a Superior Offer is subject~~ to ~~certain~~Satisfy ~~conditions, including BDSI’s compliance with certain procedures set forth in the Merger Agreement,~~ a ~~determination~~Continued byListing ~~the~~Rule ~~BDSI~~or ~~Board~~Standard; ~~that~~Transfer ~~the failure to take such action would be inconsistent with the BDSI Board’s fiduciary duties to BDSI’s stockholders under applicable law and the payment~~ of the Termination Fee by BDSI. The Merger Agreement also provides that if the Merger Agreement is terminated on August 13, 2022, then a termination fee of approximately $12.1 million will be payable by Collegium upon termination of the Merger Agreement if all other conditions to closing not relating to antitrust or competition laws have been satisfied or validly waived.Listing

~~The~~In ~~foregoing~~connection ~~description~~with the consummation of the Merger, ~~Agreement~~BDSI isnotified ~~not~~The Nasdaq ~~complete~~Global Select Market (“Nasdaq”) of the consummation of the Merger and isrequested ~~qualified~~that Nasdaq (i) halt trading in ~~its~~the Shares ~~entirety~~of byBDSI ~~reference~~Common Stock, (ii) suspend trading of and delist the Shares of BDSI Common Stock and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the ~~Merger~~delisting ~~Agreement~~of all Shares of BDSI Common Stock from Nasdaq and the deregistration of such Shares of BDSI Common Stock under Section 12(b) of the Securities Exchange Act of 1934, ~~which~~as isamended ~~attached~~(the “Exchange Act”). Nasdaq filed the Form 25 with the SEC on March 22, 2022 and trading of the Shares of BDSI Common Stock was suspended effective as ~~Exhibit~~of 2prior to the open of business on March 23, 2022.1 In addition, BDSI intends to ~~this~~file ~~Current~~a ~~Report~~certification and notice of termination of registration on Form ~~8-K~~15 with the SEC requesting the termination of registration of the Shares of BDSI Common Stock under Section 12(g) of the Exchange Act and ~~incorporated~~the bysuspension ~~reference~~of ~~herein~~reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares of BDSI Common Stock.

~~The~~Item ~~Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~3. The assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules delivered by BDSI to Collegium and Purchaser in connection with the signing of the Merger Agreement03. ~~Moreover,~~Material ~~certain~~Modification ~~representations and warranties in the Merger Agreement were made as of a specified date, may be subject~~ to aRights ~~contractual standard~~ of ~~materiality~~Security different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterizations of the actual state of facts and circumstances of BDSI, Collegium or Purchaser, as applicable, at the time they were made and investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about BDSI or Collegium and/or Purchaser, as applicable, in their respective public reports filed with the Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in BDSI’s or Collegium’s public disclosures, as applicable.Holders

~~Debt~~The ~~Financing~~information ~~Commitment~~set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

InItem ~~connection with the entry into the Merger Agreement, Collegium entered into a commitment letter (the “Debt Commitment Letter”) with Pharmakon Advisors, L~~5.P01. ~~(“Pharmakon”),~~Changes ~~pursuant to which funds managed by Pharmakon have committed, subject to customary conditions, to provide to Collegium a four year senior secured term loan facility~~ in anControl ~~aggregate principal amount~~ of $650 million (the “Term Facility”). Proceeds from the Term Facility will be used to finance a portion of Collegium’s acquisition of BDSI, as well as to repay the outstanding debt of Collegium and BDSI and pay certain fees and expenses related thereto. The obligation of Pharmakon to provide the financing under the Debt Commitment Letter is subject to a number of conditions, including the receipt by Pharmakon of executed loan documentation, the accuracy of certain representations and warranties in all material respects and consummation of the Transactions as contemplated by the Merger Agreement. Registrant

~~Tender~~As a result of the completion of the Merger, a change in control of BDSI occurred, and ~~Support~~BDSI ~~Agreements~~became a wholly owned subsidiary of Collegium. The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

OnItem February 14, 2022, in connection with the execution of the Merger Agreement, certain stockholders of BDSI, including BDSI’s executive officers and members of the BDSI Board (the “Supporting Stockholders”), entered into Tender and Support Agreements with Collegium and Purchaser (the “Support Agreements”)5. Under the terms of the Support Agreements, the Supporting Stockholders have agreed, among other things, to tender, pursuant to the Offer, their Shares in the Offer, vote their Shares in favor of the Merger, as applicable, and, subject to certain exceptions, not to transfer any of the Shares that are subject to the Support Agreements02. AsDeparture of ~~February~~Certain ~~14,~~Officers; ~~2022,~~Election ~~the Supporting Stockholders beneficially owned an aggregate~~ of ~~approximately~~Directors; ~~9.59%~~Appointment of ~~the~~Certain ~~outstanding~~Officers; ~~Shares.~~Compensatory ~~The~~Arrangements ~~Support Agreements will terminate upon termination~~ of ~~the~~Certain ~~Merger~~ Officers

In accordance with the Merger Agreement, at the Effective Time, each of Jeffrey A. Bailey, Peter S. Greenleaf, Todd C. Davis, Kevin Kotler, Vanila Singh, M.D., MAMC, Mark A. Sirgo, PharmD and ~~certain~~William ~~other~~Mark Watson ~~specified~~resigned ~~events~~from the board of directors of BDSI. These resignations were in connection with the Merger and not as a result of any disagreements between BDSI and the resigning individuals on any matter relating to BDSI’s operations, policies or practices.

~~The~~Pursuant ~~foregoing~~to ~~description~~the terms of the ~~Support~~Merger ~~Agreements~~Agreement, isat ~~not~~the ~~complete~~Effective Time, Joseph Ciaffoni and isColleen ~~qualified~~Tupper, inas ~~its~~the ~~entirety~~directors byof ~~reference~~Purchaser as of immediately prior to the ~~form~~Effective Time, became the directors of ~~Support~~BDSI. ~~Agreement~~Immediately upon the Merger, ~~which~~Joseph isCiaffoni ~~attached~~assumed asthe ~~Exhibit~~role ~~99.2~~of toPresident ~~this~~and ~~Current~~Chief ~~Report~~Executive onOfficer ~~Form~~of ~~8-K~~BDSI and ~~incorporated~~Colleen byTupper assumed ~~reference~~the ~~herein~~role of Treasurer and Chief Financial Officer of BDSI, in each case, replacing the current holder of that office.

~~Item~~Information 5about Mr.03 ~~Amendments~~Ciaffoni and Ms. Tupper is contained in the Offer to ~~Articles~~Purchase, ofdated ~~Incorporation~~February or18, ~~By-Laws;~~2022, ~~Change~~filed inby ~~Fiscal~~Collegium ~~Year~~and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on February 18, 2022, which information is incorporated herein by reference.

On ~~February~~March 1322, 2022, ~~the~~each ~~BDSI Board approved an amendment (the “Bylaw Amendment”) to BDSI’s Second Amended and Restated Bylaws (the “Bylaws”) to explicitly provide that the Court~~ of ~~Chancery~~Jeffrey ofA. ~~the~~Bailey, ~~State~~Scott ofPlesha ~~Delaware shall be the sole~~ and ~~exclusive~~Jim Vollins ~~forum~~entered ~~for~~into ~~state law claims for (i) any derivative action or proceeding brought on behalf of BDSI, (ii) any action asserting~~ a ~~claim~~separation ~~of,~~agreement orwith ~~a claim based on~~Collegium, aproviding ~~breach~~for ofeach aexecutive ~~fiduciary duty owed by any current or former director,~~ officer’s ortermination ~~other employee~~ of ~~BDSI~~employment to with BDSI oras ~~its stockholders, (iii) any action asserting a claim against BDSI or any current or former director, officer or other employee or stockholder~~ of ~~BDSI arising pursuant to any provision of~~ the ~~DGCL~~Effective orTime ~~BDSI’s~~and ~~charter~~entitling oreach ~~Bylaws~~executive ~~or (iv) any action asserting a claim against BDSI or any current or former director or~~ officer orto ~~other~~severance ~~employee~~benefits ofin ~~BDSI~~accordance ~~governed~~with bytheir ~~the~~respective ~~internal~~existing employment ~~affairs~~agreements ~~doctrine.~~with ~~The Bylaw Amendment further provides that unless~~ BDSI ~~consents~~dated inNovember ~~writing~~4, to2020, ~~the~~November ~~selection of an alternative forum~~4, ~~the~~2020 ~~federal district courts of the United States shall be the sole~~ and ~~exclusive~~March ~~forum~~11, ~~for~~2021, ~~resolving any complaint asserting a cause of action arising under the Securities Act~~respectively. ~~The Bylaw Amendment was effective upon adoption by the BDSI Board.~~

~~The~~Item ~~foregoing~~5.03. ~~description~~Amendments ~~of the Bylaw Amendment is not complete and is qualified in its entirety by reference~~ to ~~the~~Articles ~~full text~~ of ~~the~~Incorporation ~~Bylaw~~or ~~Amendment,~~Bylaws; ~~which~~Change isin ~~attached~~Fiscal ~~as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.~~Year

~~Item~~Pursuant 7to the terms of the Merger Agreement, at the Effective Time, BDSI’s certificate of incorporation and bylaws were each amended and restated in their entirety.~~01 Regulation~~ FDCopies ~~Disclosure~~of the amended and restated certificate of incorporation and third amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

OnItem ~~February 14, 2022, BDSI issued a press release announcing the execution of the Merger Agreement (the “Press Release”)~~9. ~~A copy of the Press Release is furnished as Exhibit 99~~01.1 toFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K~~Exhibits

The information included in this item and Exhibit 99.1 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 and Exhibit 99.1 be incorporated by reference into Collegium’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Important Information about the Transaction and Where to Find It

The Offer for shares of BDSI Common Stock has not yet commenced, and this release is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of BDSI Common Stock or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Collegium and Purchaser, its acquisition subsidiary, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by BDSI. The Offer to purchase the outstanding shares of BDSI Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and security

holders may also obtain, at no charge, the documents filed or furnished to the SEC by BDSI under the “Investors” section of BDSI’s website at ir.bdsi.com.

Cautionary Forward-Looking Statements

Any statements made in this Current Report on Form 8-K that are not statements of historical fact, including statements about BDSI’s beliefs and expectations and statements about the Offer and Collegium’s proposed acquisition of BDSI, including the timing of and closing conditions to the acquisition, and the potential effects of the pending acquisition on BDSI are forward-looking statements that are based on management’s beliefs, certain assumptions and current expectations and should be evaluated as such. These statements may be identified by their use of forward-looking terminology such as the words “intend,” “believe,” “expect,” “anticipate,” “should,” “planned,” “projected,” “estimated,” and “potential,” among others. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to: the possibility that various closing conditions set forth in the Merger Agreement may not be satisfied or waived, including uncertainties as to the percentage of BDSI’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the effect of the announcement of the proposed acquisition on the ability of BDSI to retain and hire key personnel and maintain relationships with customers, strategic partners, suppliers, regulatory authorities and others with whom BDSI does business, or on BDSI’s operating results and business generally; the risk that BDSI and Collegium may be unable to obtain governmental and regulatory approvals required for the Transactions, or that required governmental and regulatory approvals may delay the Transactions or cause the parties to abandon the proposed Transactions; the impact of legislative, regulatory, competitive and technological changes; the risk that any stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; and other risks and uncertainties discussed in filings that BDSI makes with the SEC, including the “Risk Factors” section of BDSI’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC and subsequent Quarterly Reports on Form 10-Q, as well as the tender offer documents to be filed by Collegium, Purchaser and BDSI.

The forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof, and BDSI undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
Exhibit	Description
2.1*	Agreement and Plan of Merger, dated as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., Bristol Acquisition Company Inc. and BioDelivery Sciences International, Inc. (incorporated herein by reference to Exhibit 2.1 to BDSI’s Current Report on Form 8-K/A filed with the SEC on February 15, 2022)	~~Agreement and Plan of Merger, dated as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., Bristol Acquisition Company Inc. and BioDelivery Sciences International, Inc.~~
3.1	Amended and Restated Certificate of Incorporation of BioDelivery Sciences International, Inc. (filed herewith)	~~Amendment No. 1 to Second Amended and Restated Bylaws of BioDelivery Sciences International, Inc., adopted February 13, 2022.~~
99.1		Press release of BioDelivery Sciences International, Inc. dated February 14, 2022.
3.2	Third Amended and Restated Bylaws of BioDelivery Sciences International, Inc. (filed herewith)
99.2		Form of Tender and Support Agreement (attached as Exhibit C to Agreement and Plan of Merger filed as Exhibit 2.1 hereto).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 104)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. BDSI ~~agrees~~hereby undertakes to furnish ~~supplementally~~supplemental acopies ~~copy~~ of any ~~omitted~~of ~~schedule to~~ the ~~SEC~~omitted schedules upon request by the SEC; provided, however, that BDSI may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

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.

February 14, 2022

BIODELIVERY SCIENCES INTERNATIONAL, INC.

By:

/s/ Jeffrey Bailey

Date: March 22, 2022

By:

/s/ Jeffrey Bailey

Name:

Jeffrey Bailey

Jeffrey Bailey Chief Executive Officer

Title:

Chief Executive Officer

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