v3.26.1
Acquisition
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition
Azstarys Acquisition
On March 19, 2026, the Company entered into an Equity Purchase Agreement (the “Azstarys Purchase Agreement”) with Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Commave Seller”) and Corium, LLC, a Delaware limited liability company (“Corium Seller,” and together with the Commave Seller, the “Seller Parties”). On May 12, 2026 (the “Closing” or the “Azstarys Acquisition Date”), pursuant to the Azstarys Purchase Agreement, the Company acquired (i) all of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company (“Commave”) from Commave Seller, and (ii) all of the issued and outstanding limited liability interests of Commave Sub, LLC, a Delaware limited liability company from Corium Seller (the “Azstarys Acquisition”). Upon the Closing of the Azstarys Acquisition, the Company acquired Azstarys, a central nervous system stimulant prescription medicine used for the treatment of attention deficit hyperactivity disorder (“ADHD”), in people six years of age and older, expanding the Company’s commercial presence in neuropsychiatry via the ADHD market.
The aggregate consideration paid by the Company at the Closing pursuant to the Azstarys Purchase Agreement was approximately $655,600 in cash (subject to customary purchase price adjustments under the Azstarys Purchase Agreement), which was funded by approximately $355,600 of the Company’s existing cash on hand and $300,000 from a delayed draw term loan which is part of the syndicated credit facility announced by the Company in December 2025. The Company may also pay Commave Seller up to $135,000 in additional consideration if Azstarys achieves certain future commercial and manufacturing milestones. The acquisition-date fair value of the contingent consideration associated with these milestones was $38,525 and was measured using a discounted cash flow method for technical milestones and a Monte Carlo simulation for net sales-based milestones. The Company classifies its contingent consideration liability as a Level 3 fair value measurement based on the significant unobservable inputs used to estimate fair value. Refer to Note 7, Fair Value of Financial Instruments for further information.
The Company deposited $42,000 into escrow at closing related to indemnification, product returns and net sales matters. Subject to the terms of the Azstarys Purchase Agreement, the applicable escrow amounts are scheduled to be released 18 months after the Azstarys Acquisition Date, on December 31, 2028 and 75 days after closing, respectively.
As of June 30, 2026, amounts recorded as other purchase consideration payable remain subject to the contractual post-closing review and resolution procedures under the Azstarys Purchase Agreement and may change upon completion of that process.
The fair value of the total consideration was approximately $706,253 consisting of the following (in thousands):
Fair Value of Purchase Price ConsiderationAmount
Fair value of purchase price consideration paid at closing:
Initial cash consideration$613,574 
Cash held in escrow related to indemnification and other settlements42,000 
Deferred payments and contingent consideration:
Fair value of contingent consideration38,525 
Other purchase consideration payable12,154 
Total purchase consideration$706,253 

The Company has accounted for the Azstarys Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Azstarys Acquisition Date.
The preliminary purchase price allocation is based on estimates, assumptions, valuations and other studies which have not yet been finalized. The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses, and anticipates finalizing the valuation of assets acquired and liabilities assumed as the information necessary to complete the analysis is obtained, but no later than one year after the Azstarys Acquisition Date.

The following tables set forth the preliminary allocation of the Azstarys Acquisition purchase price to the estimated fair value of the net assets acquired at the Azstarys Acquisition Date (in thousands):
Azstarys Acquisition Date Fair Value
Assets Acquired
Cash and cash equivalents$171 
Accounts receivable58,468 
Inventory69,931 
Prepaid expenses and other current assets17,628 
Intangible assets635,000 
Other noncurrent assets5,795 
Total assets$786,993 
Liabilities Assumed
Accounts payable$2,096 
Accrued liabilities646 
Accrued rebates, returns and discounts81,285 
Deferred tax liabilities40,965 
Total liabilities$124,992 
Total identifiable net assets acquired$662,001 
Goodwill44,252 
Total consideration transferred$706,253 

The valuation of the acquired intangible assets relies on significant unobservable inputs. The Company used an income approach to value the acquired intangible asset at $635,000. The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate. The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 11.6 years (refer to Note 10, Goodwill and Intangible Assets). The acquired inventory was recorded at fair value, which includes an adjustment of $35,300 to increase the amount of inventory from its historic cost to fair value.
The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.
Total revenues attributable to Azstarys from the Azstarys Acquisition Date through June 30, 2026 were $12,910. Earnings attributable to Azstarys from the Azstarys Acquisition Date through June 30, 2026, however, are not distinguishable due to the rapid integration of Azstarys’ core operations into the Company.
Unaudited Pro Forma Summary of Operations
The following table shows the unaudited pro forma summary of operations for the three and six months ended June 30, 2026 and 2025, as if the Azstarys Acquisition had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent what the Company’s actual results would have been had the acquisition occurred on January 1, 2025, nor is it indicative of future operating results (in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Total Revenues$219,118 $213,970 $437,226 $410,774 
Net Loss(4,523)(14,942)(9,443)(58,191)

The unaudited pro forma financial information was prepared using the acquisition method of accounting and is based on the historical financial information of the Company and the Seller Parties, adjusted to reflect the acquisition of Azstarys only. The pro forma financial information primarily reflects:
•the exclusion of the Seller Parties’ other product, Adlarity, and certain other assets and liabilities that were not acquired as part of the Azstarys Acquisition, from the Seller Parties' historical financial information;
•incremental amortization associated with the acquired intangible asset;
•the recognition of the acquired inventory fair value step-up in 2025;
•acquisition-related transaction costs reflected in the earliest period presented;
•incremental interest expense associated with the delayed draw term loan used to fund the acquisition; and
•the applicable income tax effects of these adjustments.
The six months ended June 30, 2025 pro forma net loss includes $14,500 of acquisition-related transaction costs. Direct transaction costs recognized in the Company’s 2026 historical results were removed from the corresponding 2026 pro forma periods.
Acquisition-Related Expenses
In the three and six months ended June 30, 2026, the Company incurred $23,297 and $28,403 respectively, of acquisition-related expenses as a result of the Azstarys Acquisition, which were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. These costs include transaction costs, which primarily consisted of financial advisory, banking, legal, regulatory, representation and warranty insurance, and other consulting fees incurred to complete the acquisition; integration consulting expenses; employee-related expenses (severance cost and benefits) for terminated employees after the acquisition; and miscellaneous other acquisition expenses incurred, including contract termination costs, Commave directors and officers insurance, and other integration-related expenses. The Company expects, however, to incur additional acquisition-related expenses relating to consulting fees, contract termination costs, and other integration-related activities during the remainder of 2026.
Three Months Ended
June 30,		Six Months Ended
June 30,
20262026
Transaction costs$10,661 $14,455 
Integration consulting expenses8,424 8,424 
Employee-related expenses769 769 
Other acquisition expenses3,443 4,755 
Total acquisition-related expenses$23,297 $28,403 
Ironshore Acquisition
On September 3, 2024 (“Ironshore Acquisition Date”), the Company closed its acquisition (the “Ironshore Acquisition”) of Ironshore Therapeutics, Inc. (“Ironshore”). Ironshore had developed and obtained commercial approval to market Jornay PM in the United States. The Ironshore Acquisition was completed to expand the Company’s business beyond pain management and establish a commercial presence in neuropsychiatry via the ADHD market. The Company obtained control through the acquisition of shares in an all-cash transaction which closed on September 3, 2024.
The acquisition consideration includes payments for the Ironshore equity and assumption of certain of its debt. The Company deposited $25,000 into escrow at closing, to be released (i) in part, after, and subject to, determination of any adjustments related to finalization of working capital and cash at closing; and (ii) in part, and subject to, the lapse of certain indemnification obligations 12 months from the Ironshore Acquisition Date. In the three months ended March 31, 2025, the adjustments related to working capital and cash were finalized and settled, resulting in a $3,836 reduction in the amount due to the former Ironshore equity holders. The Company also agreed to pay a $25,000 contingent payment upon the achievement of a financial milestone based on net revenues of Jornay PM for the year ended December 31, 2025, which was not achieved.
As of June 30, 2026, approximately $17,565 is due to the former Ironshore equity holders recorded as deferred business combination consideration payable and $19,850 remains in escrow recorded as restricted cash. This amount remains unpaid due to the indemnification obligations in the Ironshore Acquisition and the ongoing North Sound Pharmaceuticals (“NSP”) arbitration (refer to Note 17, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc. (In Official Liquidation), for more information).
The fair value of the total consideration, including finalization of the working capital adjustment, was approximately $306,104 consisting of the following:
Fair Value of Purchase Price ConsiderationAmount
Fair value of purchase price consideration paid at closing:
Initial cash consideration$276,888 
Deferred payments and contingent consideration:
Cash held in escrow related to indemnification and other settlements18,120 
Other deferred consideration7,000 
Fair value of contingent consideration4,096 
Total purchase consideration$306,104 
The Company has accounted for the Ironshore Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Ironshore Acquisition Date.
The preliminary purchase price was based on estimates, assumptions, valuations and other studies, which were finalized within the measurement period, no later than one year after the Ironshore Acquisition Date. Measurement period adjustments were recognized subsequent to the preliminary estimates. During the year ended December 31, 2025, the Company recognized measurement period adjustments to decrease accrued rebates, returns, and discounts by $23,227, goodwill by $16,048, deferred tax assets by $11,039, and certain other accounts by $502.
The following tables set forth the final allocation of the Ironshore Acquisition purchase price to the estimated fair value of the net assets acquired at the Ironshore Acquisition Date, including all measurement period adjustments:
Ironshore Acquisition Date Fair Value
Assets Acquired
Cash and cash equivalents$9,350 
Accounts receivable44,593 
Inventory17,155 
Prepaid expenses and other current assets8,620 
Property, plant and equipment, net541 
Intangible assets635,000 
Right-of-use assets800 
Deferred tax assets33,921 
Total assets$749,980 
Liabilities Assumed
Accounts payable$6,656 
Accrued liabilities73,437 
Accrued rebates, returns and discounts87,697 
Borrowings8,954 
Lease liabilities800 
Senior secured notes payable151,500 
Deferred royalty obligation116,900 
Deferred revenue10,000 
Total liabilities$455,944 
Total identifiable net assets acquired$294,036 
Goodwill12,068 
Total consideration transferred$306,104 
The valuation of the acquired intangible assets and assumed deferred royalty obligation relies on significant unobservable inputs. The Company used an income approach to value the acquired intangible asset. The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate. The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 7.7 years (refer to Note 10, Goodwill and Intangible Assets). The acquired inventory was recorded at fair value, which includes an adjustment of $10,700 to record inventory from its historic cost to fair value. The assumed senior secured notes payable and borrowings were settled immediately after the close of the acquisition, resulting in a loss in debt extinguishment of $4,145 in the year ended December 31, 2024.
The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.
Acquisition-Related Expenses
In the three months ended June 30, 2026 and 2025, the Company incurred $789 and $935, respectively, of acquisition-related expenses as a result of the Ironshore Acquisition. In the six months ended June 30, 2026 and 2025, the Company incurred $1,858 and $2,224, respectively, of acquisition-related expenses as a result of the Ironshore Acquisition. The acquisition-related expenses were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. These expenses primarily included legal defense expenses for the NSP arbitration that was acquired from Ironshore and relates to acts that occurred prior to Collegium’s acquisition of Ironshore (refer to Note 17, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc. (In Official Liquidation), for more information), employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, and miscellaneous other acquisition expenses incurred, including integration consulting expenses, and expenses related to exiting contracts acquired from Ironshore, and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.
The Company expects to incur additional acquisition-related expenses in 2026 relating to the NSP arbitration acquired from Ironshore and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.

Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Legal defense expenses for NSP arbitration acquired from Ironshore$772 $552 $1,831 $552 
Employee-related expenses— — — 515 
Transaction costs— — — 38 
Other acquisition expenses17 383 27 1,119 
Total acquisition-related expenses$789 $935 $1,858 $2,224