COLLEGIUM PHARMACEUTICAL, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

COLLEGIUM PHARMACEUTICAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

2023 AT A GLANCE

Healthier people. Stronger communities.

Collegium is a leading, diversified specialty pharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a portfolio of differentiated medications to treat serious medical conditions. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com. The information contained in, or that can be accessed through, our website is not part of this proxy statement.

Our Core Values

Dear Collegium Shareholders,

2023 was a banner year for Collegium Pharmaceutical. We delivered on our key business and financial objectives, including achieving record net product revenue and adjusted EBITDA, increasing our cash position and executing on our capital deployment strategy. We are proud of these accomplishments, which advance our mission of building a leading, diversified specialty pharmaceutical company committed to improving the lives of people living with serious medical conditions.

In 2023, the U.S. Food and Drug Administration granted New Patient Population exclusivity for Nucynta® in pediatrics, which extended the period of U.S. exclusivity for Nucynta from June 27, 2025 to July 3, 2026. We believe that this grant of additional exclusivity recognizes the importance of Nucynta in the treatment of severe acute pain and we remain committed to the Nucynta franchise, including through our submission of a pediatric extension to the FDA, which would extend exclusivity of the entire Nucynta franchise an additional six months, to December 2025 for Nucynta ER and January 2027 for Nucynta.

In 2023, we paid down $162.5 million in debt and successfully refinanced our convertible debt while also returning $75.0 million in capital to shareholders through share repurchases, including $25.0 million repurchased at an average price per share of $27.09 in the fourth quarter. To date, we returned $137.0 million in capital to shareholders at an average price per share of $21.65. In 2024, we are committed to rapidly paying down debt and utilizing our new $150.0 million share repurchase program to continue to return capital to shareholders.

We also continued to “Do Good as We Do Well,” including launching the Collegium Scholarship Program.

Collegium partners with nonprofit organizations driving change in our communities, including increasing equitable access to science, technology, engineering, and math (“STEM”) education. Everything we do at Collegium is guided by our dedication to serving as a responsible corporate citizen and holding ourselves accountable to the highest ethical standards. Reflecting this unwavering commitment to integrity, accountability and responsibility in all aspects of our business, we recently issued our second annual Environmental, Social and Governance report.

Looking ahead, our focus in 2024 is on operational execution. We expect to deliver on our financial and strategic commitments to achieve record revenue, adjusted EBITDA and net income, while paying down debt and returning capital to our shareholders. Accomplishing these objectives will create long-term value for our shareholders and ensure the long-term sustainability of our business and the health of our broader communities.

Thank you for your investment and confidence in Collegium.

Sincerely,

Joe Ciaffoni

President and Chief Executive Officer

Collegium Pharmaceutical, Inc.

100 Technology Center Drive, Suite 300· Stoughton, MA 02072· collegiumpharma.com· (781) 713-3699

100 Technology Center Drive, Suite 300

Stoughton, MA 02072​

​

Notice of 2024 Annual Meeting of Shareholders of Collegium Pharmaceutical, Inc.

You can find more information, including with respect to each proposal, in the attached proxy statement. This year’s Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MWVTLQP, where you will be able to listen to the Annual Meeting live, submit questions, and vote. The list of shareholders entitled to vote at the Annual Meeting will be available for examination at the Annual Meeting by shareholders for any purpose germane to the Annual Meeting, or upon request, 10 days prior to the Annual Meeting at our principal executive office, 100 Technology Center Drive, Suite 300, Stoughton, MA 02072. Please read the enclosed information carefully before submitting your proxy.

Stoughton, Massachusetts

April 5, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2024

Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 5, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on March 27, 2024, the record date for the Annual Meeting. Copies of this proxy statement, the form of proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) are available without charge at www.envisionreports.com/COPI, by telephone at 1-866-641-4276, or by notifying our Corporate Secretary, in writing, at Collegium Pharmaceutical, Inc., 100 Technology Center Drive, Suite 300, Stoughton, MA 02072.

Forward-Looking Statements

This proxy statement 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 proxy statement include, among others, statements relating to our business plans, objectives and expected operating results. 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 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 proxy statement speak only as of the date hereof. 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.