Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement



On February 14, 2022, BioDelivery Sciences International, Inc., a Delaware
corporation ("BDSI"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Collegium Pharmaceutical, Inc., a Virginia corporation
("Collegium"), and Bristol Acquisition Company Inc., a Delaware corporation and
wholly owned subsidiary of Collegium ("Purchaser").

Pursuant to the Merger Agreement, upon the terms and subject to the conditions
thereof, as promptly as practicable (but in no event more than 10 business days
after the date of the Merger Agreement), Purchaser will commence a cash tender
offer (the "Offer"), to acquire all of the 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 in cash, subject to applicable withholding taxes
and without interest (the "Offer Price"). The Offer will initially remain open
for 20 business days from the date of commencement of the Offer, subject to
extension under certain circumstances.

The obligation of Purchaser to purchase Shares tendered in the Offer is subject
to customary closing conditions set forth in the Merger Agreement, including,
but not limited to, that (i) at least one Share more than 50% of the total
number of Shares of BDSI Common Stock issued and outstanding have been validly
tendered into and not validly withdrawn from the Offer and (ii) the waiting
period (or any extension thereof) applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations promulgated thereunder, have expired or been terminated. Neither
the completion of the Offer nor the closing of the Merger are subject to a
financing condition.

Following the completion 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 BDSI, with BDSI surviving as a wholly owned subsidiary of
Collegium (the "Merger"). The Merger shall be governed by and effected under
Section 251(h) of the Delaware General Corporation Law (the "DGCL"), with no
stockholder vote required to consummate the Merger. At the effective time of the
Merger (the "Effective Time"), the Shares then outstanding (other than Shares
held by (i) BDSI or its subsidiaries (including Shares held in BDSI's treasury),
(ii) Collegium, Purchaser, any other direct or indirect wholly owned subsidiary
of Collegium, or (iii) stockholders of BDSI who have properly exercised and
perfected their statutory rights of appraisal under the DGCL) will each be
converted into the right to receive the Offer Price.

The board of directors of BDSI (the "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 Merger Agreement provides that each stock option to purchase shares of BDSI
Common Stock (a "BDSI Option") that is outstanding as of immediately prior to
the Effective Time shall automatically accelerate and become fully vested and
exercisable effective immediately prior to, and contingent upon, the Effective
Time. As of the Effective Time, each BDSI Option with a per share exercise price
less than the Offer Price that is then outstanding and 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, if any, of the Offer Price over the exercise price payable
per Share under such BDSI Option, net of applicable withholding taxes. Each BDSI
Option with an exercise price equal to, or greater than, the Offer Price that is
then outstanding and unexercised shall be cancelled without any consideration
paid therefor whether before or after the Effective Time.

The Merger Agreement also provides that each restricted stock unit award issued
by BDSI (a "BDSI RSU") that is outstanding as of immediately prior to the
Effective Time shall automatically accelerate and become fully vested
immediately prior to, and contingent upon, the Effective Time. As of the
Effective Time, each BDSI RSU that is then outstanding 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 issuable in settlement of such BDSI RSU
multiplied by (y) the Offer Price.

The Merger Agreement further provides that, as of the Effective Time, 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.

The Merger Agreement includes representations, warranties and covenants of the
parties customary for a transaction of this nature. From the date of the Merger
Agreement until the earlier of the Effective Time and the termination of the
Merger

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Agreement, 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 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 Agreement), (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
existence of the applicable provisions of the Merger 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
letter 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 Proposal.
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).

The 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 $18.1 million (the "Termination Fee"). Any such
termination of the Merger Agreement by BDSI in connection with a Superior Offer
is subject to certain conditions, including BDSI's compliance with certain
procedures set forth in the Merger Agreement, a determination by the BDSI Board
that 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.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.



The 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. The assertions embodied in the
. . .

Item 7.01 Regulation FD Disclosure.

On February 14, 2022, BDSI issued a press release announcing the execution of the Merger Agreement (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K



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

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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

Exhibit


     No.            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.
     3.1              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 Int    ernational, Inc    .
                      dated     February 14, 2022  .
    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


                    contained in Exhibit 104)


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

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