Collegium Pharmaceutical (COLL) 10-Q/A 17 Jul 15 2015 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2015	Jun. 12, 2015
Document and Entity Information
Entity Registrant Name	COLLEGIUM PHARMACEUTICAL, INC
Entity Central Index Key	1,267,565
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		20,665,597
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q1

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 44,989	$ 1,634
Refundable PDUFA fee		2,335
Prepaid expenses and other current assets	1,838	527
Total current assets	46,827	4,496
Property and equipment, net	468	514
Restricted cash	97	80
Total assets	47,392	5,090
Current liabilities:
Accounts payable	2,180	2,208
Accrued expenses	2,732	1,956
Current portion of deferred rent and lease note payable	45	59
Current portion of term loan payable	1,750	1,194
Convertible bridge notes with related parties		5,000
Total current liabilities	6,707	10,417
Lease incentive obligation	93	101
Term loan payable, long-term	6,146	6,813
Total liabilities	$ 12,946	$ 17,331
Commitments and Contingencies (see Note 8)
Shareholders' deficit:
Common stock, $0.001 par value; authorized shares - 72,000,000 at March 31, 2015 (unaudited) and December 31, 2014; issued and outstanding shares - 962,960 at March 31, 2015 (unaudited) and 1,006,219 at December 31, 2014	$ 1	$ 1
Additional paid-in capital	20,234	12,407
Accumulated deficit	(105,447)	(101,753)
Treasury stock	(3)	(3)
Total shareholders' deficit	(85,215)	(89,348)
Total liabilities, convertible redeemable preferred stock and shareholders' deficit	47,392	5,090
Series A convertible redeemable preferred stock
Convertible redeemable preferred stock
Convertible redeemable preferred stock	11,345	12,781
Series B convertible redeemable preferred stock
Convertible redeemable preferred stock
Convertible redeemable preferred stock	45,905	51,212
Series C convertible redeemable preferred stock
Convertible redeemable preferred stock
Convertible redeemable preferred stock	12,000	$ 13,114
Series D convertible redeemable preferred stock
Convertible redeemable preferred stock
Convertible redeemable preferred stock	$ 50,411

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	113,000,000	72,000,000
Common stock, issued shares	1,121,778	1,006,219
Common stock, outstanding shares	1,121,778	1,006,219
Series A convertible redeemable preferred stock
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, authorized shares	18,498,419	18,498,419
Convertible redeemable preferred stock, issued shares	9,232,334	9,232,334
Convertible redeemable preferred stock, outstanding shares	9,232,334	9,232,334
Convertible redeemable preferred stock, liquidation preference	$ 11,345	$ 12,781
Series B convertible redeemable preferred stock
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, authorized shares	27,324,237	27,324,237
Convertible redeemable preferred stock, issued shares	27,324,237	27,324,237
Convertible redeemable preferred stock, outstanding shares	27,324,237	27,324,237
Convertible redeemable preferred stock, liquidation preference	$ 45,905	$ 51,212
Series C convertible redeemable preferred stock
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, authorized shares	8,658,344	8,658,344
Convertible redeemable preferred stock, issued shares	8,658,008	8,658,008
Convertible redeemable preferred stock, outstanding shares	8,658,008	8,658,008
Convertible redeemable preferred stock, liquidation preference	$ 12,000	$ 13,114
Series D convertible redeemable preferred stock
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001
Convertible redeemable preferred stock, authorized shares	41,666,667
Convertible redeemable preferred stock, issued shares	41,666,667
Convertible redeemable preferred stock, outstanding shares	41,666,667
Convertible redeemable preferred stock, liquidation preference	$ 50,411

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating expenses:
Research and development	$ 1,445	$ 3,269
General and administrative	2,185	475
Total operating expenses	3,630	3,744
Loss from operations	(3,630)	(3,744)
Other expense:
Interest expense, net	155	29
Gain on extinguishment	(91)
Total other expense, net	64	29
Net loss	$ 3,694	$ 3,773
Earnings (loss) per share-basic	$ 0.34	$ (5.03)
Earnings (loss) per share - diluted	$ (0.65)	$ (5.03)
Weighted-average shares - basic	1,001,704	912,616
Weighted-average shares - diluted	7,554,524	912,616

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,694)	$ (3,773)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	46	48
Lease incentive	(8)	(8)
Stock based compensation	113	5
Non cash interest expense		1
Accrual of back end fees related to note payable		(16)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,317)	20
Refundable PDUFA fee	2,335
Accounts payable	(28)	(56)
Accrued expenses	872	8
Net cash used in operating activities	(1,681)	(3,771)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock, net of issuance costs of $193	44,807
(Repayment of) borrowing from term note	(202)	1,044
Repayment of lease note payable	(13)	(14)
Restricted cash	(16)
Proceeds from the exercise of common stock options	460	1
Net cash provided by financing activities	45,036	1,031
Net increase (decrease) in cash and cash equivalents	43,355	(2,740)
Cash and cash equivalents at beginning of period	1,634	7,551
Cash and cash equivalents at end of period	44,989	4,811
Supplemental disclosure of noncash activities
Accruals of dividends and accretion to redemption value of preferred stock	1,226	814
Repayment of term note with proceeds of note payable		944
Conversion of bridge note to preferred stock	5,000
Cash paid for interest	101	$ 20
Cash paid for taxes	$ 1

CONDENSED STATEMENTS OF CASH F6

CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2015USD ($)
CONDENSED STATEMENTS OF CASH FLOWS
Stock issuance costs	$ 193

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2015
Nature of Business
Nature of Business	1. Nature of Business Collegium Pharmaceutical, Inc. (the ‘‘Company’’) was incorporated in Delaware in April 2002 and then reincorporated in Virginia in July 2014. The Company has its principal operations in Canton, Massachusetts. The Company is a specialty pharmaceutical company developing and planning to commercialize next-generation abuse-deterrent products that incorporate the Company’s patented DETERx ® platform technology for the treatment of chronic pain and other diseases. The Company’s lead product candidate, Xtampza ER TM , or Xtampza, is an abuse-deterrent, extended-release, oral formulation of oxycodone, a widely prescribed opioid medication. Xtampza has received Fast Track status from the U.S. Food and Drug Administration (‘‘FDA’’). The Company’s new drug application (‘‘NDA’’) filing for Xtampza was accepted by the FDA on February 10, 2015. The Company’s operations are subject to certain risks and uncertainties. The risks include negative outcome of clinical trials, inability or delay in completing clinical trials or obtaining regulatory approvals, changing market conditions for products being developed by the Company, the need to retain key personnel and protect intellectual property, patent infringement litigation and the availability of additional capital financing on terms acceptable to the Company.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements of Collegium Pharmaceutical, Inc. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2015. The condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (File No. 333-203208), as amended, which was declared effective by the Securities and Exchange Commission (“SEC”) on May 6, 2015 (the “2015 Registration Statement”). Initial Public Offering In May 2015, the Company closed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,670,000 shares of its common stock at a public offering price of $12.00 per share, including 870,000 shares of common stock upon the exercise by the underwriters of their option to purchase additional shares at the public offering price. The Company received proceeds from the IPO of approximately $74.4 million, after deducting underwriting discounts and commissions but prior to deducting expenses payable by the Company. In connection with preparing for the IPO, the Company’s Board of Directors and stockholders approved a one-for-6.9 reverse stock split of the Company’s common stock. The reverse stock split became effective in April 2015. All share and per share amounts in the condensed interim financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. In connection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock in May 2015, resulting in an additional 12,591,456 shares of common stock of the Company becoming outstanding. The significant increase in common stock outstanding in May 2015 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations in future periods. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date of the filing of this Form 10-Q. Critical Accounting Policies Earnings (Loss) per Common Share Earnings (loss) per common share is calculated using the two-class method, which is an earnings allocation formula that determines earnings (loss) per share for the holders of the Company’s common shares and participating securities. All series of preferred stock contain participation rights in any dividend paid by the Company and are deemed to be participating securities. Earnings available to common shareholders and participating convertible redeemable preferred shares is allocated first to the preferred stock based upon the distribution criteria in the Company’s Articles of Incorporation then the remainder to the common stockholders. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss. Diluted earnings per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. The Company allocates earnings first to preferred shareholders based on dividend rights and then to common and preferred shareholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted earnings (loss) gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants, convertible redeemable preferred stock and the potential issuance of stock upon the conversion of the Company’s convertible notes. Common stock equivalent shares are excluded from the computation of diluted earnings (loss) per share if their effect is antidilutive. Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and creates a new Topic 606, Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. On April 1, 2015, the FASB voted to propose to defer the effective date of the ASU by one year. Based on the FASB’s proposed decision, the Company would be required to apply the new revenue standard to annual reporting periods beginning after December 15, 2017, and would be permitted to adopt the ASU early, but not before the original public organization effective date (annual periods beginning after December 15, 2016). Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The Company has not yet determined which adoption method it will utilize or the effect that the adoption of this guidance will have on its financial statements.

Net Loss Per Common Share

Net Loss Per Common Share	3 Months Ended
	Mar. 31, 2015
Net Loss Per Common Share
Net Loss Per Common Share	3. Net Loss Per Common Share Three months ending March 31, 2015 2014 Numerator: Net loss $ ) $ ) Extinguishment of preferred stock - see note 6 — Accretion of preferred stock - see note 6 ) ) Earnings attributable to participating preferred stock shareholders ) — Earnings attributable to common stockholders - basic $ $ ) Effect of Preferred Shares (Series A, B and C) $ ) $ — Earnings attributable to common stockholders - diluted $ ) $ ) Denominator: Weighted-average number of common shares used in earnings per share - basic Effect of Preferred Shares — Weighted-average number of common shares used in earnings per share - Diluted Earnings per share - basic $ $ ) Earnings per share - diluted $ ) $ ) The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares): Three months ended March 31, 2015 2014 Stock Options Warrants Redeemable convertible preferred stock Unvested restricted stock

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2015
Accrued Expenses
Accrued expenses	4. Accrued Expenses Accrued expenses consisted of the following: March 31, 2015 December 31, 2014 Accrued development costs $ $ Accrued audit and legal Accrued compensation Accrued interest Accrued other Total accrued expenses $ $

Convertible Bridge Note with Re

Convertible Bridge Note with Related Party	3 Months Ended
	Mar. 31, 2015
Convertible Bridge Note with Related Party
Convertible Bridge Note with Related Party	5. Convertible Bridge Note with Related Party In November and December 2014 the Company entered into a Note Purchase Agreement (the “Bridge Notes”) allowing for the issuance of $5,000 of convertible promissory notes to a group of investors (the “Holders”) bearing interest at a rate per annum of 6.0%. The Holders are related parties of the Company. All notes become due and payable at the earlier to occur of a qualified financing, a deemed liquidation event and November 2015. In connection with the Series D convertible preferred stock financing (see note 6), the Bridge Notes converted into Series D convertible preferred stock. Upon the conversion, the Company recognized a gain on extinguishment of $91.

Convertible Preferred Stock

Convertible Preferred Stock	3 Months Ended
	Mar. 31, 2015
Convertible Preferred Stock
Convertible Preferred Stock	6. Convertible Preferred Stock In March 2015, the Company issued and sold an aggregate of 41,666,667 shares of Series D convertible preferred stock for aggregate consideration of $50,000, comprised of $45,000 in cash and conversion of $5,000 in Bridge Notes. The accrued interest on the convertible notes was waived. Concurrently with the issuance of the Series D Preferred Stock, the Company amended and restated its Articles of Incorporation (the “Amended Articles”). The Company made certain amendments to the terms of the Series A, Series B and Series C Preferred Stock (together, the “Prior Preferred Stock”). Prior to the Amended Articles the Series A, Series B and Series C accrued dividends at a rate of 4.5%, 8.0% and 8.0% per annum, respectively, per share. All accrued and unpaid dividends on the Prior Preferred Stock were automatically cancelled and forfeited and the Prior Preferred Stock no longer accrue dividends. Prior to the cancellation and forfeiture of accrued dividends, the Prior Preferred Stock had accrued dividends of $622 during 2015. The holders of outstanding shares of Prior Preferred Stock are entitled to receive dividends, when, as and if declared by the Board of Directors. The mandatory conversion for all series of Prior Preferred Stock was modified so as to occur upon an initial public offering with gross proceeds in excess of $50,000. The amendments to the Prior Preferred Stock were treated as an extinguishment which resulted in a gain on extinguishment of $31,806 . The gain on extinguishment was added to net loss to arrive at income available to common stockholders in the calculation of earnings per share. During the three months ended March 31, 2015, total accretion for preferred stock was $23,931. As of March 31, 2015, the Series D Preferred Stock had rights, preferences, privileges and restrictions as follows: Voting The holders of shares of Series D are entitled to the number of votes equal to the number of whole shares of common stock into which the shares of Series D held by such holder are convertible as of the record date. Except as provided by law or otherwise, the holders of shares of Series D vote together with the holders of shares of the Prior Preferred Stock and Common Stock as a single class. The holders of record of Series D exclusively and as a separate class are entitled to elect one director of the Company. The Company cannot amend, alter or repeal the preferences, special rights or other powers of the Series D without the written consent or affirmative vote of not less than a majority of the then outstanding shares of the Series D. Dividends From and after the issuance of any shares of Series D, dividends on the Series D will accrue at a rate of 12% per annum per share. The Series D accruing dividends accrue from day to day, whether or not declared by the Board of Directors of the Corporation and shall be cumulative and compound quarterly. The Corporation shall not declare, pay or set aside any dividends on shares of Prior Preferred Stock or Common Stock, other than dividends on shares of Common Stock payable in shares of Common Stock, unless the holders of the Series D Preferred Stock then outstanding shall first receive the Series D Accruing Dividend. In the event a dividend is declared on Series A, Series B, Series C or Common Stock, an additional dividend will be paid on all outstanding shares of Series D in a per share amount equal, on an as-if-converted to Common Stock basis, to the amount paid or set aside for each share of Series A, Series B, Series C or Common Stock. The Company has recorded cumulative accrued dividends for Series D of $411, as of March 31, 2015. Conversion Each share of Series D is convertible at the option of the holder at any time into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the original issue price by its conversion price of $1.20. At the date and time, or upon the occurrence of an event, specified by vote or written consent of (i) at least 60% of the voting power of the outstanding shares Prior Preferred Stock, voting or consenting together in a single class on an as-converted to Common Stock basis, and (ii) a majority of the then outstanding shares of the Series D, all outstanding shares of all series of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate. Conversion is mandatory upon an IPO with proceeds in excess of $50,000. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company or a Deemed Liquidation Event, the holders of Series D are entitled to be paid out an amount per share equal to one time the Series D original issue price of $1.20 plus unpaid accrued dividends. Participation In the event of liquidation, payment to the holders of Series D shall precede payment to the holders of Series C, which shall precede payment to holders of Series B, which shall precede payment to the holders of Series A. Holders of Series D shall be paid at their Original Issuance Price plus any unpaid accrued dividends. In the event that the amount to be distributed to the shareholders is in excess of the Series A, Series B, Series C and Series D liquidation preferences, the preferred holders shall participate on an as-converted basis with the Common Stock holders in the distribution of the remaining asset . Redemption The Company shall require a redemption of Series D in the event of a deemed liquidation event, including (i) merger or consolidation, (ii) sale or transfer of substantially all of the Company’s assets or (iii) sale or exchange or transfer by the Company’s shareholders of a majority of the voting power of the Company unless the requisite holders (as defined in the Company’s articles of incorporation) elect otherwise. There is an optional redemption feature on or after August 27, 2019 for the Series D, upon a vote of at least a majority of the holders of the Series D voting as a single class. The payment is equal to the original issuance price of the Series D plus unpaid accrued dividends on the date of the redemption. Optional redemption shall be paid in three installments. Protective Provision At any time when there are shares of Series D outstanding the Company will not engage in certain activities (including enter into a liquidating event) without written consent of a majority of the Series D holders.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2015
Stock-based Compensation
Stock-based Compensation	7. Stock-based Compensation In July 2014, the Company adopted the 2014 Stock Incentive Plan (the “Plan”), under which 525,700 shares of common stock are authorized for issuance to employees, officers, directors, consultants and advisors of the Company. In connection with the Company’s reincorporation into Virginia in July 2014, each outstanding option to purchase shares of common stock under the Company’s 2012 Stock Incentive Plan and 2002 Stock Plan, was automatically terminated and replaced with an option to purchase shares of common stock under the Plan having the same vesting terms and exercise price as the option that was replaced. The Plan provides for granting of both Internal Revenue Service qualified incentive stock options (“ISOs”) and non-qualified options (“NQs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Stock options generally vest over a four year period of service; however, certain options contain performance conditions. The options generally have a ten year contractual life and, upon termination, vested options are generally exercisable between one and three months following the termination date, while unvested options are forfeited immediately. In April 2015, the Plan was amended to increase the maximum number of shares of common stock that may be issued to 2,700,000 shares. In addition, an “evergreen provision” was added to the Plan that allows for an annual increase in the number of shares of common stock available for issuance under the Plan. The annual increase will be added on the first day of each fiscal year beginning with the fiscal year ending December 31, 2016, and on each anniversary thereof until the expiration of the Plan equal to 4% of the outstanding shares of our common stock on December 31st of the immediately preceding fiscal year (or such lesser number of shares of common stock as determined by the board of directors). Restricted common stock A summary of the Company’s restricted stock activity for the three months ended March 31, 2015 and related information is as follows: Shares Weighted- average purchase price per share Unvested at December 31, 2014 $ Vested ) Unvested at March 31, 2015 (1) $ (1) Excludes 72,463 shares of unvested restricted stock remaining from the early exercise of stock options as of March 31, 2015. Stock options A summary of the Company’s stock option activity and related information follows: Shares Weighted- average exercise price per share Weighted- average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2014 $ Granted Exercised ) Canceled — — Outstanding at March 31, 2015 $ $ Exercisable at March 31, 2015 $ $ Vested and expected to vest at March 31, 2015 $ $ The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model using the following assumptions: Three months ended March 31, 2015 2014 Risk-free interest rate % % Dividend yield — — Volatility % % Expected term (years)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies.
Commitments and Contingencies	8. Commitments and Contingencies The Company’s NDA filing for Xtampza is a 505(b)(2) application, which allows the Company to reference data from an approved drug listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (commonly known as the ‘‘Orange Book’’), in this case OxyContin OP. In connection with the 505(b)(2) process, the Company certified to the FDA and notified Purdue Pharma, L.P. (‘‘Purdue’’), as the holder of the NDA and any other Orange Book-listed patent owners, that the Company does not infringe any of the patents listed for OxyContin OP in the Orange Book. Under the Hatch-Waxman Act of 1984 (the ‘‘Hatch-Waxman Act’’), Purdue can elect to sue the Company for infringement, and if they do, receive a stay of up to 30 months before the FDA can issue a final approval for Xtampza, unless the stay is earlier terminated. On March 24, 2015, Purdue sued the Company in the District of Delaware asserting infringement of four patents. On March 26, 2015, Purdue filed a second suit against the Company in the District of Massachusetts asserting infringe ment of the same four patents. At this time the Company is unable to provide meaningful quantification of how this potential litigation may impact its future financial condition, results of operations, or cash flows. In March 2015, the Company amended its lease to include an additional 9,660 square feet of space for a total of 19,335 square feet. In addition, the lease term was extended and now terminates on the date that is 5 years following the date, which has not yet been determined, on which the landlord delivers the expansion space with certain improvements substantially completed. At the Company’s election, the lease term may be extended for an additional 5-year term.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Summary of Significant Accounting Policies
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements of Collegium Pharmaceutical, Inc. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2015. The condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (File No. 333-203208), as amended, which was declared effective by the Securities and Exchange Commission (“SEC”) on May 6, 2015 (the “2015 Registration Statement”).
Initial Public Offering	Initial Public Offering In May 2015, the Company closed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,670,000 shares of its common stock at a public offering price of $12.00 per share, including 870,000 shares of common stock upon the exercise by the underwriters of their option to purchase additional shares at the public offering price. The Company received proceeds from the IPO of approximately $74.4 million, after deducting underwriting discounts and commissions but prior to deducting expenses payable by the Company. In connection with preparing for the IPO, the Company’s Board of Directors and stockholders approved a one-for-6.9 reverse stock split of the Company’s common stock. The reverse stock split became effective in April 2015. All share and per share amounts in the condensed interim financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. In connection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock in May 2015, resulting in an additional 12,591,456 shares of common stock of the Company becoming outstanding. The significant increase in common stock outstanding in May 2015 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations in future periods.
Subsequent Events	Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date of the filing of this Form 10-Q.
Earnings (Loss) per Common Share	Earnings (Loss) per Common Share Earnings (loss) per common share is calculated using the two-class method, which is an earnings allocation formula that determines earnings (loss) per share for the holders of the Company’s common shares and participating securities. All series of preferred stock contain participation rights in any dividend paid by the Company and are deemed to be participating securities. Earnings available to common shareholders and participating convertible redeemable preferred shares is allocated first to the preferred stock based upon the distribution criteria in the Company’s Articles of Incorporation then the remainder to the common stockholders. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss. Diluted earnings per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. The Company allocates earnings first to preferred shareholders based on dividend rights and then to common and preferred shareholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted earnings (loss) gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants, convertible redeemable preferred stock and the potential issuance of stock upon the conversion of the Company’s convertible notes. Common stock equivalent shares are excluded from the computation of diluted earnings (loss) per share if their effect is antidilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and creates a new Topic 606, Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. On April 1, 2015, the FASB voted to propose to defer the effective date of the ASU by one year. Based on the FASB’s proposed decision, the Company would be required to apply the new revenue standard to annual reporting periods beginning after December 15, 2017, and would be permitted to adopt the ASU early, but not before the original public organization effective date (annual periods beginning after December 15, 2016). Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The Company has not yet determined which adoption method it will utilize or the effect that the adoption of this guidance will have on its financial statements.

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	3 Months Ended
	Mar. 31, 2015
Net Loss Per Common Share
Schedule of computations of basic and diluted net loss per share	Three months ending March 31, 2015 2014 Numerator: Net loss $ ) $ ) Extinguishment of preferred stock - see note 6 — Accretion of preferred stock - see note 6 ) ) Earnings attributable to participating preferred stock shareholders ) — Earnings attributable to common stockholders - basic $ $ ) Effect of Preferred Shares (Series A, B and C) $ ) $ — Earnings attributable to common stockholders - diluted $ ) $ ) Denominator: Weighted-average number of common shares used in earnings per share - basic Effect of Preferred Shares — Weighted-average number of common shares used in earnings per share - Diluted Earnings per share - basic $ $ ) Earnings per share - diluted $ ) $ )
Schedule of potentially dilutive securities excluded from computations of diluted weighted-average shares outstanding	Three months ended March 31, 2015 2014 Stock Options Warrants Redeemable convertible preferred stock Unvested restricted stock

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2015
Accrued Expenses
Schedule of components of accrued expenses	March 31, 2015 December 31, 2014 Accrued development costs $ $ Accrued audit and legal Accrued compensation Accrued interest Accrued other Total accrued expenses $ $

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2015
Stock-based Compensation
Summary of restricted stock activity	Shares Weighted- average purchase price per share Unvested at December 31, 2014 $ Vested ) Unvested at March 31, 2015 (1) $
Summary of stock option activity	Shares Weighted- average exercise price per share Weighted- average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2014 $ Granted Exercised ) Canceled — — Outstanding at March 31, 2015 $ $ Exercisable at March 31, 2015 $ $ Vested and expected to vest at March 31, 2015 $ $
Schedule of assumptions used in Black-Scholes option-pricing model to estimate fair value of each stock option	Three months ended March 31, 2015 2014 Risk-free interest rate % % Dividend yield — — Volatility % % Expected term (years)

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	May. 31, 2015	Mar. 31, 2015
Sale of stock
Proceeds from the offering, after deducting underwriting discounts and commissions		$ 44,807
Initial public offering
Sale of stock
Common stock sold (in shares)	6,670,000
Offering price (in dollars per share)	$ 12
Proceeds from the offering, after deducting underwriting discounts and commissions	$ 74,400
Underwriters over-allotment option
Sale of stock
Common stock sold (in shares)	870,000

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details 2)	1 Months Ended
	May. 31, 2015shares	Apr. 30, 2015
Conversion of stock
Common stock split ratio		0.144927536
Conversion of redeemable convertible preferred Stock into common stock | All series of convertible redeemable preferred stock
Conversion of stock
Number of shares of common stock into which convertible preferred stock was converted	12,591,456

Net Loss Per Common Share (Deta

Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Numerator:
Net loss	$ (3,694)	$ (3,773)
Extinguishment of preferred stock	31,806
Accretion of preferred stock	(23,931)	(814)
Earnings attributable to participating preferred stock shareholders	(3,839)
Earnings attributable to common stockholders - basic	342	(4,587)
Effect of Preferred Shares	(5,273)
Earnings attributable to common stockholders - diluted	$ (4,931)	$ (4,587)
Denominator
Weighted-average number of common shares used in earnings per share - basic	1,001,704	912,616
Effect of Preferred Shares	6,552,820
Weighted-average number of common shares used in earnings per share - Diluted	7,554,524	912,616
Earnings per share - basic	$ 0.34	$ (5.03)
Earnings per share - diluted	$ (0.65)	$ (5.03)

Net Loss Per Common Share (De22

Net Loss Per Common Share (Details 2) - shares	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock options
Anti-dilutive securities
Potentially dilutive securities outstanding excluded from the computations of diluted weighted-average shares outstanding (in shares)	803,565	317,019
Warrants
Anti-dilutive securities
Potentially dilutive securities outstanding excluded from the computations of diluted weighted-average shares outstanding (in shares)	18,809	6,262
All series of convertible redeemable preferred stock
Anti-dilutive securities
Potentially dilutive securities outstanding excluded from the computations of diluted weighted-average shares outstanding (in shares)	6,038,636	6,552,820
Restricted stock
Anti-dilutive securities
Potentially dilutive securities outstanding excluded from the computations of diluted weighted-average shares outstanding (in shares)	78,141	54,832

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Accrued Expenses
Accrued development costs	$ 994	$ 970
Accrued audit and legal	833	249
Accrued compensation	659	635
Accrued interest	34	71
Accrued other	212	31
Total accrued expenses	$ 2,732	$ 1,956

Convertible Bridge Note with 24

Convertible Bridge Note with Related Party (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2015
Related party transactions
Gain on extinguishment			$ 91
6.0% Convertible promissory notes
Related party transactions
Gain on extinguishment	$ 91
Bridge Notes Purchase Agreement | Investors | 6.0% Convertible promissory notes
Related party transactions
Amount issued		$ 5,000
Stated interest rate		6.00%

Convertible Preferred Stock (De

Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2015USD ($)directorinstallment$ / sharesshares	Feb. 28, 2015	Mar. 31, 2015USD ($)$ / shares	Mar. 31, 2014USD ($)
Preferred stock
Principal amount converted			$ 5,000
Gain on extinguishment for amendment to dividend terms			31,806
Accretion of preferred stock			23,931	$ 814
6.0% Convertible promissory notes
Preferred stock
Principal amount converted	$ 5,000
Series D convertible redeemable preferred stock
Preferred stock
Issuance of stock (in shares) | shares	41,666,667
Aggregate consideration	$ 50,000
Cash consideration from issuance of preferred stock	$ 45,000
Dividend rate (as a percent)	12.00%
Number of directors holders of record are entitled to elect | director	1
Cumulative accrued dividends	$ 411		$ 411
Conversion price (in dollars per share) | $ / shares	$ 1.20
Liquidation rights, ratio applied to original issue price	1
Liquidation preference (in dollars per share) | $ / shares	$ 1.20		$ 1.20
Optional redemption feature, number of installment payments | installment	3
Series D convertible redeemable preferred stock | Mandatory conversion, initial public offering | Minimum
Preferred stock
Gross proceeds from sale of stock	$ 50,000
Series A convertible redeemable preferred stock
Preferred stock
Dividend rate (as a percent)		4.50%
Series B convertible redeemable preferred stock
Preferred stock
Dividend rate (as a percent)		8.00%
Series C convertible redeemable preferred stock
Preferred stock
Dividend rate (as a percent)		8.00%
Series A, Series B and Series C convertible redeemable preferred stock
Preferred stock
Accrued dividends	622
Gain on extinguishment for amendment to dividend terms	31,806
Series A, Series B and Series C convertible redeemable preferred stock | Mandatory conversion, initial public offering | Minimum
Preferred stock
Gross proceeds from sale of stock	$ 50,000
Series A, Series B and Series C convertible redeemable preferred stock | Automatic conversion at option of holder | Minimum
Preferred stock
Written consent or affirmative vote of outstanding shares to effect a conversion (as a percent)	60.00%
All series of convertible redeemable preferred stock
Preferred stock
Accretion of preferred stock			$ 23,931

Stock-based Compensation (Detai

Stock-based Compensation (Details) - shares	1 Months Ended	3 Months Ended
	Apr. 30, 2015	Mar. 31, 2015	Jul. 31, 2014
Stock options
Stock-based compensation
Vesting period		4 years
Contractual life		10 years
Stock options | Minimum
Stock-based compensation
Period following termination date vested options are exercisable		1 month
Stock options | Maximum
Stock-based compensation
Period following termination date vested options are exercisable		3 months
2014 Stock Incentive Plan
Stock-based compensation
Shares of common stock authorized for issuance	2,700,000		525,700
Increase in number of authorized shares on the first day of each fiscal year, as a percentage of outstanding common stock (as a percent)	4.00%

Stock-based Compensation (Det27

Stock-based Compensation (Details 2) - Mar. 31, 2015 - Restricted stock - $ / shares	Total
Restricted stock awards
Unvested at beginning of year (in shares)	15,387
Vested (in shares)	(9,709)
Unvested at end of period (in shares)	5,678
Unvested remaining from the early exercise of stock options (in shares)	72,463
Weighted-Average Grant Date Fair Value
Unvested at beginning of year (in dollars per share)	$ 0.69
Vested (in dollars per share)	0.69
Unvested at end of period (in dollars per share)	$ 0.69

Stock-based Compensation (Det28

Stock-based Compensation (Details 3) - Mar. 31, 2015 - Stock options - USD ($) $ / shares in Units, $ in Thousands	Total
Stock option activity
Outstanding at beginning of year (in shares)	281,029
Granted (in shares)	638,095
Exercised (in shares)	(115,559)
Outstanding at end of period (in shares)	803,565
Exercisable at end of period (in shares)	132,057
Vested and expected to vest at end of period (in shares)	778,817
Weighted average exercise price per share
Outstanding at beginning of year (in dollars per share)	$ 0.69
Granted (in dollars per share)	5.73
Exercised (in dollars per share)	3.98
Outstanding at end of period (in dollars per share)	4.23
Exercisable at end of period (in dollars per share)	1.71
Vested and expected to vest at end of period (in dollars per share)	$ 4.32
Stock option activity, additional information
Outstanding at end of period, Weighted-average remaining contractual term	9 years 3 months 18 days
Exercisable at end of period, Weighted-average remaining contractual term	7 years 3 months 18 days
Vested and expected to vest at end of period, weighted-average remaining contractual term	9 years 4 months 24 days
Outstanding at end of period, Aggregate intrinsic value	$ 1,761
Exercisable at end of period, Aggregate intrinsic value	621
Vested and expected to vest at end of period, Aggregate intrinsic value	$ 1,636

Stock-based Compensation (Det29

Stock-based Compensation (Details 4) - Stock options	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants
Risk-free interest rate (as a percent)	1.60%	1.80%
Volatility (as a percent)	77.00%	77.00%
Expected term	6 years 3 months	6 years 3 months

Commitments and Contingencies (

Commitments and Contingencies (Details) - patent	Mar. 26, 2015	Mar. 24, 2015	Mar. 31, 2015
Purdue Pharma, L. P. patent infringement suit, District of Delaware
Contingencies
Number of patents asserted to have been infringed		4
Purdue Pharma, L. P., patent infringement suit, District of Massachusetts
Contingencies
Number of patents asserted to have been infringed	4
Hatch-Waxman Act of 1984 election to sue for patent infringement | Maximum
Contingencies
Stay period before FDA can issue a final approval if patent litigation is elected			30 months

Commitments and Contingencies31

Commitments and Contingencies (Details 2) - Mar. 31, 2015 - ft²	Total
Office and research facility operating lease, as amended
Lease
Square of feet of space	19,335
Term of lease extension option	5 years
Amendment to office and research facility operating lease
Lease
Square of feet of space	9,660
Delivery of expansion space with substantial completion of certain improvements | Office and research facility operating lease, as amended
Lease
Lease term	5 years