BDSI / Biodelivery Sciences International - SEC Filings, Annual Report, Proxy Statement

Biodelivery Sciences International
US ˙ NASDAQ ˙ US09060J1060
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
LEI 529900YQ5QSV2ZNM2W45
CIK 1103021
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Biodelivery Sciences International
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
February 10, 2023 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / Versor Investments LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

April 1, 2022 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 tm2211058d11512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-31361 BIODELIVERY SCIENCES INTERNA

March 24, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

March 24, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

March 24, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

March 24, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

S-8 POS 1 tm2210075d3s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 23, 2022 Registration No. 333-222734 Registration No. 333-206326 Registration No. 333-190796 Registration No. 333-176476 Registration No. 333-232879 Registration No. 333-143590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registr

March 24, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

S-8 POS 1 tm2210075d5s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 23, 2022 Registration No. 333-222734 Registration No. 333-206326 Registration No. 333-190796 Registration No. 333-176476 Registration No. 333-232879 Registration No. 333-143590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registr

March 23, 2022 POS AM

As filed with the Securities and Exchange Commission on March 23, 2022

As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

March 23, 2022 S-8 POS

As filed with the Securities and Exchange Commission on March 23, 2022

S-8 POS 1 tm2210075d2s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 23, 2022 Registration No. 333-222734 Registration No. 333-206326 Registration No. 333-190796 Registration No. 333-176476 Registration No. 333-232879 Registration No. 333-143590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registr

March 22, 2022 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 22, 2022 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of in

March 22, 2022 EX-3.2

Third Amended and Restated Bylaws of BioDelivery Sciences International, Inc. (filed herewith)

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. 1. OFFICES: 1.1. BioDelivery Sciences International, Inc. (the ?Corporation?) may have an office or offices at such places as the Board of Directors may from time to time designate. 2. MEETING OF STOCKHOLDERS: 2.1. The annual meeting of stockholders for the election of directors shall be held at such time and

March 22, 2022 EX-3.1

Amended and Restated Certificate of Incorporation of BioDelivery Sciences International, Inc. (filed herewith)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Biodelivery sciences international, inc. FIRST: The name of the corporation is BioDelivery Sciences International, Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware and New Castle County shall be 1313 N. Market Street, Suite 5100, Wilmington, Delaware 19801. The registered a

March 21, 2022 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 BioDelivery Sciences Internation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per sh

March 21, 2022 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of S

SC TO-T/A 1 tm226564d10sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) BRISTOL ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of COLLEGIUM

March 11, 2022 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 BioDelivery Sciences Internation

SC 14D9/A 1 tm228425d2sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Person(s) Filing Stat

March 11, 2022 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of S

SC TO-T/A 1 tm226564d9sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) BRISTOL ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of COLLEGIUM

March 9, 2022 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant 1. Arius Pharmaceuticals, Inc., a Delaware corporation 2. Arius Two, Inc., a Delaware corporation

March 9, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K __________________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 BioDelivery Sciences Internat

March 4, 2022 EX-99.(A)(5)(D)

Email sent to the employees of BioDelivery Sciences International, Inc., dated March 4, 2022.

Exhibit (a)(5)(D) BDSI EMPLOYEE FAQ - March 4, 2022 1. Will employees eligible for a merit increase still receive it and will it be based on performance reviews? Answer: Eligible employees will receive merit increases effective March 12 consistent with BDSI policy and past practices, including performance reviews. 2. Can the blackout period be lifted so employees can trade prior to the deal close?

March 4, 2022 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) BRISTOL ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of COLLEGIUM PHARMACEUTICAL, INC. (Parent of Offeror) (N

March 4, 2022 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 BioDelivery Sciences Internation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per sh

February 24, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of BioDelivery Sciences International, Inc., and further agree that this Joint Filing Agreeme

February 24, 2022 SC 13D

BDSI / BioDelivery Sciences International, Inc. / Magnetar Financial LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 09060J106 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847

February 24, 2022 SC 13G

BDSI / BioDelivery Sciences International, Inc. / Versor Investments LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 22, 2022 EX-FILING FEES

Fee Filing Table.**

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) BIODELIVERY SCIENCES INTERNATIONAL, INC.

February 22, 2022 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of S

SC TO-T/A 1 tm226564d7sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) BRISTOL ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of COLLEGIUM

February 18, 2022 EX-99.(D)(5)

Exclusivity Agreement, dated as of February 4, 2022, by and between Collegium Pharmaceutical, Inc. and BioDelivery Sciences International, Inc.*

Exhibit (d)(5) CONFIDENTIAL February 4, 2022 BioDelivery Sciences International, Inc.

February 18, 2022 EX-99.(B)(1)

Debt Commitment Letter, dated February 14, 2022, by and between Collegium Pharmaceutical, Inc. and Pharmakon Advisors, L.P.*

Exhibit (b)(1) Execution Version STRICTLY CONFIDENTIAL Pharmakon Advisors, L.P. 110 East 59th Street, 33rd Floor New York, NY 10022 February 14, 2022 Collegium Pharmaceutical, Inc. 100 Technology Center Drive, Suite 300 Stoughton, MA 02072 Attention: Colleen Tupper $650 Million Senior Secured Term Loan Facility Commitment Letter Ladies and Gentlemen: Collegium Pharmaceutical, Inc., a Virginia corp

February 18, 2022 EX-99.(A)(1)(B)

Form of Letter of Transmittal (including Internal Revenue Service Form W-9)*

? ?Exhibit (a)(1)(B)? Letter of Transmittal to Tender Shares of Common Stock of BIODELIVERY SCIENCES INTERNATIONAL, INC.

February 18, 2022 EX-99.(D)(4)

Confidentiality Agreement, dated as of December 29, 2021 by and between Collegium Pharmaceutical, Inc. and BioDelivery Sciences International, Inc.*

Exhibit (d)(4) CONFIDENTIAL DISCLOSURE AGREEMENT This Confidential Disclosure Agreement (the ?Agreement?), dated as of December 29, 2021 (the ?Effective Date?), is by and between Collegium Pharmaceutical, Inc.

February 18, 2022 EX-99.(A)(1)(C)

Form of Notice of Guaranteed Delivery*

? ?Exhibit (a)(1)(C)? Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of BioDelivery Sciences International, Inc.

February 18, 2022 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name o

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 18, 2022 EX-99.(A)(1)(A)

Offer to Purchase dated February 18, 2022*

? ?Exhibit (a)(1)(A)? Offer to Purchase for Cash All Outstanding Shares of Common Stock of BioDelivery Sciences International, Inc.

February 18, 2022 EX-99.(A)(1)(F)

Summary of Newspaper Advertisement, as published in The Wall Street Journal on February 18, 2022*

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

February 18, 2022 EX-99.(A)(1)(E)

Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees*

? ?Exhibit (a)(1)(E)? Offer to Purchase All Outstanding Shares of Common Stock of BIODELIVERY SCIENCES INTERNATIONAL, INC.

February 18, 2022 EX-FILING FEES

Fee Filing Table (incorporated by reference to Amendment No. 1 to Schedule TO filed on February 18, 2022).

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) BIODELIVERY SCIENCES INTERNATIONAL, INC.

February 18, 2022 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Is

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ? BIODELIVERY SCIENCES INTERNATIONAL, INC. (Name of Subject Company (Issuer)) ? BRISTOL ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of COLLEGIUM PHARMACEUTICAL, INC. (Parent of Offeror) (Names o

February 18, 2022 EX-99.(A)(1)(D)

Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees*

? ?Exhibit (a)(1)(D)? Offer to Purchase All Outstanding Shares of Common Stock of BIODELIVERY SCIENCES INTERNATIONAL, INC.

February 15, 2022 8-K/A

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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): February 13, 2022 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or o

February 15, 2022 EX-2.1

Agreement and Plan of Merger, dated as of February 14, 2022, between the Company, Collegium Pharmaceutical, Inc., and Bristol Acquisition Company Inc., filed with Form 8-K dated February 14, 2022.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE 2 THE OFFER 15 Section 2.1 The Offer 15 Section 2.2 Company Actions 17 ARTICLE 3 MERGER TRANSACTION 18 Sec

February 15, 2022 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities

February 14, 2022 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities

February 14, 2022 EX-99.1

Press release of Collegium Pharmaceutical, Inc. dated February 14, 2022

Exhibit 99.1 Collegium to Acquire BioDelivery Sciences Broadening Pain Portfolio - Expected to be Immediately and Highly Accretive Driven by Identified Annual Synergies of at Least $75 Million - - Will Diversify Revenue Growth and Accelerate Cash Flow Generation - - Addition of BELBUCA? Provides a Second Growth Driver and ELYXYB? Establishes Foothold in Neurology - - Conference Call Scheduled for

February 14, 2022 EX-10.1

Form of Tender and Support Agreement, dated as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., Bristol Acquisition Company Inc. and certain stockholders of BioDelivery Sciences International, Inc.

Exhibit 10.1 FORM OF TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ?Agreement?) is entered into as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., a Virginia corporation (?Parent?), Bristol Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Purchaser?), and each of the Persons set forth on Schedule A hereto (each a ?

February 14, 2022 EX-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.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE 2 THE OFFER 15 Section 2.1 The Offer 15 Section 2.2 Company Actions 17 ARTICLE 3 MERGER TRANSACTION 18 Sec

February 14, 2022 EX-99.1

Exhibit 99.1: Transaction Q&A document for BDSI Employees – Attachment to E-mail from Jeffrey Bailey, Chief Executive Officer

Exhibit 99.1 Employee Q&A Q. Can you describe the proposed transaction announced today? A. On February 14, 2022, BDSI entered into definitive agreement to sell the company to Collegium Pharmaceutical for $5.60 per share. Both BDSI and Collegium?s board of directors unanimously approved the transaction . And the executive leadership teams of both companies fully support the transaction. The transac

February 14, 2022 EX-3.1

Amendment No. 1 to Second Amended and Restated Bylaws of BioDelivery Sciences International, Inc., adopted February

Exhibit 3.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BYLAWS OF BIODELIVERY SCIENCES INTERNATIONAL, INC. (a Delaware Corporation) Article 11 of the Second Amended and Restated Bylaws of BioDelivery Sciences International, Inc. is hereby amended by adding the following new Section 11.3: SECTION 11.3. Exclusive Jurisdiction of Delaware Courts or the United States Federal District Courts. Unless

February 14, 2022 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 13, 2022 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

February 14, 2022 EX-99.1

Collegium to Acquire BioDelivery Sciences in an All-Cash Deal Transaction is valued at $5.60 per share representing a total equity value of $604 million Represents a 54% premium to BDSI stock’s closing price of $3.64 on February 11, 2022 and a 65% pr

Exhibit 99.1 Collegium to Acquire BioDelivery Sciences in an All-Cash Deal Transaction is valued at $5.60 per share representing a total equity value of $604 million Represents a 54% premium to BDSI stock?s closing price of $3.64 on February 11, 2022 and a 65% premium to the 30 trading days volume weighted average price of $3.40 Transaction expected to close late in the first quarter of 2022 RALEI

February 14, 2022 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm222623d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this State

February 14, 2022 EX-99.2

Exhibit 99.2: HCP, Vendors & General Public Talking Points – Attachment to E-mail from Jeffrey Bailey, Chief Executive Officer

Exhibit 99.2 Key Vendor Talking Points -On February 14, 2022, BDSI entered into a definitive agreement to sell BDSI to Collegium Pharmaceutical -Collegium is building a leading, diversified specialty pharmaceutical company committed to improving the lives of people suffering from serious medical conditions -Both BDSI and Collegium?s board of directors unanimously approved the transaction -The tran

February 14, 2022 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 COLLEGIUM PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 COLLEGIUM PHARMACEUTICAL, INC. (Exact Name of Registrant as Specified in its Charter) Virginia 001-37372 03-0416362 (State or Other Jurisdiction of Incorporation or

February 14, 2022 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities

February 14, 2022 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Compa

SC 14D9 1 projectbristol-14dx9c21322.htm SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 BioDelivery Sciences International, Inc. (Name of Subject Company) BioDelivery Sciences International, Inc. (Name of Persons Filing Statement) Common Stock, par val

February 14, 2022 EX-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.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022 i TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS.......................................................................................................................................... 2 Section 1.1 Defini

February 14, 2022 EX-99.2

Investor Presentation of Collegium Pharmaceutical, Inc. dated February 14, 2022

Exhibit 99.2 Collegium to Acquire BDSI February 14, 2022 Forward - Looking Statements This presentation 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,"

February 11, 2022 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

January 20, 2022 EX-99.1

BioDelivery Sciences Expects 2021 Revenue at the High End of Full Year Guidance Total 2021 Net Revenue expected in the range of $165 -$167 million, as compared to previous guidance of $162-$167 million BELBUCA 2021 Net Sales expected to be in the ran

BioDelivery Sciences Expects 2021 Revenue at the High End of Full Year Guidance Total 2021 Net Revenue expected in the range of $165 -$167 million, as compared to previous guidance of $162-$167 million BELBUCA 2021 Net Sales expected to be in the range of $147 -$148 million, as compared to previous guidance of $144-$148 million 2021 EBITDA expected to be in the $40 - $45 million range as compared with previous guidance of <$40 million RALEIGH, N.

January 20, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: January 20, 2022 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorporation) (Commission File Nu

December 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, 8-K

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: December 20, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorporation) (Commission File N

December 21, 2021 EX-99.1

ACTIVE/113079173.2 BioDelivery Sciences Prevails in BELBUCA® ANDA Litigation Maintaining Patent Exclusivity Against Alvogen Until 2032 RALEIGH, N.C., December 20, 2021 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a growing specialty pha

EX-99.1 2 bdsi20211220prevailsinbe.htm EX-99.1 ACTIVE/113079173.2 BioDelivery Sciences Prevails in BELBUCA® ANDA Litigation Maintaining Patent Exclusivity Against Alvogen Until 2032 RALEIGH, N.C., December 20, 2021 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a growing specialty pharmaceutical company dedicated to patients living with serious and complex chronic conditions, today ann

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 3, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorporation) (Commission File Nu

November 3, 2021 EX-10.2

Employment Agreement, effective as of October 25, 2021, between the Company and John Golubieski (1)*

October 18, 2021 John Golubieski CPA, MBA Re: Employment Agreement Dear John: BioDelivery Sciences International, Inc.

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 Bi

November 3, 2021 EX-99.1

BioDelivery Sciences Reports Solid Third Quarter 2021 Results Total Net Revenue of $41.1 Million, an Increase of 4% versus Prior Year Strong profitability with GAAP EPS of $0.07, EBITDA Margin of 27% and $7.0 million Operating Cash Flow Closed acquis

BioDelivery Sciences Reports Solid Third Quarter 2021 Results Total Net Revenue of $41.

October 21, 2021 EX-99.1

BioDelivery Sciences Appoints John Golubieski as Chief Financial Officer

BioDelivery Sciences Appoints John Golubieski as Chief Financial Officer RALEIGH, N.

October 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): October 15, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

September 27, 2021 8-K

Entry into a Material Definitive Agreement, Other Events

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 report): September 27, 2021 (September 23, 2021) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or o

September 21, 2021 8-K

Regulation FD Disclosure

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 report): September 21, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

September 9, 2021 8-K

Financial Statements and Exhibits, Other Events

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): September 9, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

September 9, 2021 EX-99.1

BioDelivery Sciences International Completes Acquisition of ELYXYB™ for Acute Migraine Treatment in the U.S. and Canada Expands Portfolio and Establishes Growth Platform in Neurology The First and Only FDA-Approved, Ready-to-Use Oral Solution for the

BioDelivery Sciences International Completes Acquisition of ELYXYB? for Acute Migraine Treatment in the U.

August 4, 2021 EX-99.1

BioDelivery Sciences Announces Agreement to Acquire U.S. and Canadian Rights to FDA-approved ELYXYB™ for the Acute Treatment of Migraine The only FDA-approved, ready-to-use oral solution for the acute treatment of migraine with or without aura in adu

BioDelivery Sciences Announces Agreement to Acquire U.S. and Canadian Rights to FDA-approved ELYXYB? for the Acute Treatment of Migraine The only FDA-approved, ready-to-use oral solution for the acute treatment of migraine with or without aura in adults First step to building a growth platform in Neurology Patent protection until 2036 RALEIGH, N.C., August 4, 2021 - BioDelivery Sciences Internatio

August 4, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 report): August 4, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of inco

August 4, 2021 EX-99.1

BioDelivery Sciences Reports Second Quarter 2021 Results Total Company Net Revenue of $41.4 Million Driven by BELBUCA® All-Time High TRx Market Share Strong Profitability with GAAP Net Income of $9.1 Million, or $0.09 per share, EBITDA Margin of 32%,

BioDelivery Sciences Reports Second Quarter 2021 Results Total Company Net Revenue of $41.

August 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 aforq22021earningsrelease8.htm 8-K 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: August 4, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdictio

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31

August 4, 2021 EX-10.1

Asset Purchase Agreement, dated August 3, 2021, by and between DRL and the Company.

EX-10.1 2 a20210804-xbdsixelyxybapar.htm EX-10.1 Confidential Execution Version [***] Certain portions of this exhibit have been omitted because they are not material and the registrant customarily and actually treats that information as private or confidential. ASSET PURCHASE AGREEMENT BY AND BETWEEN DR. REDDY’S LABORATORIES LIMITED, AS SELLER AND BIODELIVERY SCIENCES INTERNATIONAL, INC., AS PURC

July 30, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): July 30, 2021 (July 29, 2021) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jur

July 27, 2021 8-K

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): July 27, 2021 BioDelivery

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): July 27, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of inc

July 7, 2021 8-K

Regulation FD Disclosure

8-K 1 bdsi8k7721.htm 8-K 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): July 7, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or o

June 22, 2021 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to ?240.

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 6, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorporation) (Commission File Number)

May 6, 2021 EX-99.1

BioDelivery Sciences Reports First Quarter 2021 Results Total Company Net Revenue of $41 Million, an Increase of 7% versus Prior Year Net Income of $5.2 Million, EBITDA Margin of 22% and Operating Cash Generation of $11 Million Conference Call and We

BioDelivery Sciences Reports First Quarter 2021 Results Total Company Net Revenue of $41 Million, an Increase of 7% versus Prior Year Net Income of $5.

March 11, 2021 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant 1. Arius Pharmaceuticals, Inc., a Delaware corporation 2. Arius Two, Inc., a Delaware corporation

March 11, 2021 EX-10.32

First Amendment to Promotion Letter, dated November 4, 2020, between the Company and Scott Plesha*.

ACTIVE/105327090.2 November 4, 2020 Scott M. Plesha 2608 Ion Avenue Sullivan's Island, SC 29482 Re: First Amendment to Promotion Letter Dear Scott: As we have discussed, this First Amendment to Promotion Letter (the ?Amendment?) confirms the agreement between you and BioDelivery Sciences International, Inc. (?BDSI? or the ?Company?) to amend that certain letter agreement regarding employment betwe

March 11, 2021 EX-10.33

Amended and Restated Employment Agreement, dated November 4, 2020, between the Company and Jeffrey Bailey*.

ACTIVE/105449286.6 1 November 4, 2020 Via Email Jeffrey A. Bailey P.O. Box 180 Melvin Village, NH 03850 Re: Amended and Restated Employment Agreement Dear Jeffrey: This Amended and Restated Employment Agreement (this ?Agreement?) confirms the agreement between you and BioDelivery Sciences International, Inc. (the ?Company?) to amend that certain letter agreement between you and the Company dated a

March 11, 2021 EX-4.1

Description of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

ACTIVE/102457217.2 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description of the capital stock of BioDelivery Sciences International, Inc. (the ?Company?, ?we?, ?us? and ?our?) is a summary and does not purport to be complete. It is subject to and qualified in its entiret

March 11, 2021 EX-10.30

First Amendment to Offer Letter, dated October 21, 2020, between the Company and James Vollins*.

ACTIVE/105525367.3 October 21, 2020 James Vollins 202 Village Gate Drive Chapel Hill, NC 27514 Re: First Amendment to Offer Letter Dear Jim: As we have discussed, this First Amendment to Offer Letter (the ?Amendment?) confirms the agreement between you and BioDelivery Sciences International, Inc. (?BDSI? or the ?Company?) to amend that certain letter agreement regarding employment between you and

March 11, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 BioDelivery Sciences Internat

March 11, 2021 EX-10.31

First Amendment to Offer Letter, dated November 3, 2020, between the Company and Terry Coelho*.

ACTIVE/105325905.2 November 3, 2020 Terry Coelho 8904 Woodhall Lake Drive Waxhaw, NC 28173 Re: First Amendment to Offer Letter Dear Terry: As we have discussed, this First Amendment to Offer Letter (the ?Amendment?) confirms the agreement between you and BioDelivery Sciences International, Inc. (?BDSI? or the ?Company?) to amend that certain letter agreement regarding employment between you and BD

March 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: March 10, 2021 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorporation) (Commission File Numb

March 10, 2021 EX-99.1

BioDelivery Sciences Reports Strong Q4 and Record Full-Year 2020 Results Total Company Net Revenue Increased 40% versus Prior Year to Reach an All-Time High of $156.5 Million Record Level Profitability with Net Income of $25.7 Million, Full-Year EBIT

BioDelivery Sciences Reports Strong Q4 and Record Full-Year 2020 Results Total Company Net Revenue Increased 40% versus Prior Year to Reach an All-Time High of $156.

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

February 12, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * BioDe

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

December 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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:) December 4, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

November 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

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): November 5, 2020 (November, 4, 2020) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or ot

November 5, 2020 EX-99.1

BioDelivery Sciences Reports Strong Q3 2020 Results Total Company Net Revenue Increased 30% versus Prior Year Reaching a Record $39.4 Million Conference Call and Webcast Scheduled for 8:30 AM EST Today

BioDelivery Sciences Reports Strong Q3 2020 Results Total Company Net Revenue Increased 30% versus Prior Year Reaching a Record $39.

November 5, 2020 EX-99.2

BioDelivery Sciences Announces Appointment of Jeff Bailey as Permanent CEO

BioDelivery Sciences Announces Appointment of Jeff Bailey as Permanent CEO RALEIGH, N.

November 5, 2020 10-Q

Quarterly Report - 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

November 5, 2020 EX-99.3

BioDelivery Sciences Announces $25 Million Share Repurchase Program

BioDelivery Sciences Announces $25 Million Share Repurchase Program RALEIGH, N.C., November 4, 2020 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a rapidly growing specialty pharmaceutical company dedicated to patients living with serious and complex chronic conditions, today announced that its Board of Directors has authorized the repurchase of up to $25 million of the Company’s shar

October 27, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): October 27, 2020 (October 21, 2020) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or oth

August 5, 2020 EX-10.1

Offer of Employment, dated May 10, 2020, between the Company and Jeffrey Bailey*

May 10, 2020 Via Email Jeffrey A. Bailey P.O. Box 180 Melvin Village, NH 03850 Re: Offer of Employment Dear Jeffrey: BioDelivery Sciences International, Inc. (the “Company”) is pleased to extend you an offer of employment as the Interim Chief Executive Officer (“CEO”), reporting to the Board of Directors of the Company (the “Board”), effective May 11, 2020 (the “Effective Date”) and continuing for

August 5, 2020 EX-99.1

BioDelivery Sciences Reports Strong Q2 2020 Results Second Quarter Total Company Net Revenue Increased 23% versus Prior Year to $36.6 Million Second Quarter BELBUCA® Net Sales Increased 34% versus Prior Year to $32.3 Million BELBUCA and Symproic® Eac

BioDelivery Sciences Reports Strong Q2 2020 Results Second Quarter Total Company Net Revenue Increased 23% versus Prior Year to $36.

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of in

August 5, 2020 10-Q

Quarterly Report - 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31

August 5, 2020 EX-3.2

Certificate of Incorporation of the Company, as amended*

bdsidecc20200729 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BIODELIVERY SCIENCES INTERNATIONAL, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE EIGHTEENTH DAY OF APRIL, A.D.

July 24, 2020 EX-3.1

Form of certificate of Validation of the Company, filed with 8K, dated July 24, 2020.

CERTIFICATE OF VALIDATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. Pursuant to Section 204 of the General Corporation Law of the State of Delaware BioDelivery Sciences International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies as follows: 1. The defective corporate acts that are the subject of this Certificate of Validation are:

July 24, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 24, 2020 (July 23, 2020) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jur

July 24, 2020 EX-3.2

Certificate of Amendment to the Certificate of Incorporation of BioDelivery Sciences International, Inc.

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC.

July 15, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Supplement No. 1) Filed by the Registrant [X] 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

June 17, 2020 DEF 14A

- DEF 14A

DEF 14A 1 bdsidef14proxystatement202.htm DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 ☐ Defi

June 1, 2020 PRE 14A

- PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §240.

May 22, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 22, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of inco

May 12, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 12, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction (Commis

May 11, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 11, 2020 (May 9, 2020) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisd

May 11, 2020 EX-99.1

BioDelivery Sciences Appoints Jeff Bailey Interim CEO

BioDelivery Sciences Appoints Jeff Bailey Interim CEO RALEIGH, NC, May 11, 2020 - BioDelivery Sciences International, Inc (NASDAQ: BDSI), a rapidly growing specialty pharmaceutical company dedicated to patients living with serious and complex chronic conditions, today announced that Jeffrey A.

May 7, 2020 EX-99.1

BioDelivery Sciences Reports Strong Q1 2020 Results First Quarter Total Company Net Sales Increased 94% versus Prior Year to $38.3 Million First Quarter BELBUCA® Net Sales Increased 79% versus Prior Year to $33.5 Million Conference Call and Webcast S

BioDelivery Sciences Reports Strong Q1 2020 Results First Quarter Total Company Net Sales Increased 94% versus Prior Year to $38.

May 7, 2020 10-Q

Quarterly Report - 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

May 7, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kforq12020earningsre.htm 8-K 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): May 7, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858

April 6, 2020 SC 13G

BDSI / BioDelivery Sciences International, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

March 12, 2020 EX-4.1

Description of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description of the capital stock of BioDelivery Sciences International, Inc. (the “Company”, “we”, “us” and “our”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to o

March 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of in

March 12, 2020 EX-99.1

BioDelivery Sciences Reports Strong Fourth Quarter and Full-Year 2019 Results Full-Year Total Company Net Sales Increased 100% versus Prior Year to $111.4 Million Full-Year BELBUCA® Net Sales Increased 112% versus Prior Year to $97.5 Million Fourth Q

BioDelivery Sciences Reports Strong Fourth Quarter and Full-Year 2019 Results Full-Year Total Company Net Sales Increased 100% versus Prior Year to $111.

March 12, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31361 BioDelivery

March 12, 2020 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant 1. Arius Pharmaceuticals, Inc., a Delaware corporation 2. Arius Two, Inc., a Delaware corporation

March 9, 2020 EX-99.1

BioDelivery Sciences Appoints Jeffrey A. Bailey to its Board of Directors Mr. Bailey Further Strengthens Company Leadership Bringing more than 30 Years of Significant Industry Experience including Commercial Operations and Board Management

EXHIBIT 99.1 BioDelivery Sciences Appoints Jeffrey A. Bailey to its Board of Directors Mr. Bailey Further Strengthens Company Leadership Bringing more than 30 Years of Significant Industry Experience including Commercial Operations and Board Management RALEIGH, N.C., March 9, 2020 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a rapidly growing specialty pharmaceutical company dedicate

March 9, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 bdsi-8xkxnewboardbaile.htm 8-K 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: March 9, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction (Co

February 14, 2020 SC 13G

BDSI / BioDelivery Sciences International, Inc. / Nantahala Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

February 14, 2020 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / venBio Select Advisor LLC - BIODELIVERY SCIENCES INTERNATIONAL, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designat

February 13, 2020 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* BioDelivery Sciences International, Inc. (Name of Issuer) Common stock, par value $.001 (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 13, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 bdsi-8xkpressreleasegp.htm 8-K 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): January 13, 2020 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-208

January 13, 2020 EX-99.1

BDSI Expects Fourth Quarter and 2019 Total Net Sales at the High End of Guidance: Reports Significantly Expanded Insurance Access for Symproic 2019 Total Company Net Sales Expected at Upper End of $105 to $110 Million More than 25 Million Additional

EXHIBIT 99.1 BDSI Expects Fourth Quarter and 2019 Total Net Sales at the High End of Guidance: Reports Significantly Expanded Insurance Access for Symproic 2019 Total Company Net Sales Expected at Upper End of $105 to $110 Million More than 25 Million Additional Lives Moved to Preferred Coverage for Symproic® effective January 1, 2020 RALEIGH, N.C., Jan. 13, 2020 - BioDelivery Sciences Internation

December 23, 2019 SC 13D/A

BDSI / BioDelivery Sciences International, Inc. / Broadfin Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 09060J106 (CUSIP Numb

December 20, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 bdsi-8xknewauditorsgpd.htm 8-K 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): December 20, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-20

December 20, 2019 EX-16.1

Letter from Cherry Bekaert LLP to the SEC, dated as of December

December 20, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Commissioners: We have read the statements made by BioDelivery Sciences International, Inc. and Subsidiaries, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of BioDelivery Sciences International, Inc. and Subsidiaries dated December 20,

November 25, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 bdsi-8xksinghgpdraft11.htm 8-K 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): November 25, 2019 (November 22, 2019) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Dela

November 25, 2019 EX-99..1

BioDelivery Sciences Appoints Dr. Vanila Singh, Former Chief Medical Officer of Health and Human Services, to its Board of Directors Dr. Singh is renowned for her expertise in molecular science, clinical management and national health policy

Exhibit 99.1 BioDelivery Sciences Appoints Dr. Vanila Singh, Former Chief Medical Officer of Health and Human Services, to its Board of Directors Dr. Singh is renowned for her expertise in molecular science, clinical management and national health policy RALEIGH, N.C., November 24, 2019 - BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a rapidly growing commercial-stage specialty pharmace

November 12, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of

November 12, 2019 10-Q

Quarterly Report - 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0

November 12, 2019 EX-99..1

BioDelivery Sciences Reports Strong Third Quarter Results, Raises Full Year 2019 and Provides 2020 Net Sales Expectations BELBUCA® Net Sales Increased by 115% versus Prior Year to All-time High of $26.5 Million Raises Full Year 2019 Total Company Net

Exhibit 99.1 BioDelivery Sciences Reports Strong Third Quarter Results, Raises Full Year 2019 and Provides 2020 Net Sales Expectations BELBUCA® Net Sales Increased by 115% versus Prior Year to All-time High of $26.5 Million Raises Full Year 2019 Total Company Net Sales Expectations to $105 - $110 Million Provides Full Year 2020 BELBUCA Net Sales Expectations of $150 - $160 Million and Total Compan

September 11, 2019 CORRESP

BDSI / BioDelivery Sciences International, Inc. CORRESP - -

BioDelivery Sciences International, Inc. 4131 ParkLake Avenue Suite 225 Raleigh, NC 27612 September 11, 2019 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BioDelivery Sciences International, Inc.: Registration Statement on Form S-3 filed July 29, 2019 (File No. 333-232880) Ladies and Gentlemen:

August 8, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): August 8, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdict

August 8, 2019 EX-99.1

BioDelivery Sciences Reports Strong Second Quarter 2019 Results and Raises Net Sales Expectations BELBUCA® Net Sales Increased 147% versus Prior Year to All-Time High of $24.1 Million Raises Full-Year BELBUCA Net Sales Expectations to $90 – $93 Milli

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Strong Second Quarter 2019 Results and Raises Net Sales Expectations BELBUCA® Net Sales Increased 147% versus Prior Year to All-Time High of $24.1 Million Raises Full-Year BELBUCA Net Sales Expectations to $90 – $93 Million Raises Full-Year Total Company Net Sales Expectations to $101 – $105 Million Raises Long-Term Combined Net Sales Expectations

August 8, 2019 EX-10.5

Form of Nonqualified Stock Option Agreement for Company Employees under the 2019 Stock Option and Incentive Plan, filed with Form 10-Q, dated August 8, 2019.

EX-10.5 Exhibit 10.5 NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan as amended thr

August 8, 2019 EX-3.1

Amended and Restated Bylaws of the Company *

EX-3.1 Exhibit 3.1 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 04/18/2002 020247943 - 3515699 CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. FIRST: The name of the corporation is: BIODELIVERY SCIENCES INTERNATIONAL, INC. SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, Delaware, Delaware 19

August 8, 2019 10-Q

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 8, 2019 EX-10.7

Form of Restricted Stock Unit Award Agreement for Company Employees under the 2019 Stock Option and Incentive Plan, filed with Form 10-Q, dated August 8, 2019.

EX-10.7 Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), BioDelivery Sciences Interna

August 8, 2019 EX-10.4

Form of Incentive Stock Option Agreement under the 2019 Stock Option and Incentive Plan, filed with Form 10-Q, dated August 8, 2019.

EX-10.4 Exhibit 10.4 INCENTIVE STOCK OPTION AGREEMENT UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Expiration Date: [up to 10 years (5 if a 10% owner)] Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock O

August 8, 2019 EX-10.8

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2019 Stock Option and Incentive Plan, filed with Form 10-Q, dated August 8, 2019.

EX-10.8 Exhibit 10.8 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), BioDelivery Sciences In

August 8, 2019 EX-10.6

Form of Nonqualified Stock Option Agreement for Non-Employee Directors under the 2019 Stock Option and Incentive Plan, filed with Form 10-Q, dated August 8, 2019.

EX-10.6 Exhibit 10.6 NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: [No more than 10 years] Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and

August 8, 2019 EX-10.2

Loan Agreement dated May 23, 2019 between the Company and Biopharma Credit PLC, filed with Form 10-Q, dated August 8, 2019.

EX-10.2 Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. EXECUTION VERSION LOAN AGREEMENT Dated as of May 23, 2019 among BIODELIVERY SCIENCES INTERNATIONAL, INC. (as Borrower), ARIUS PHARMACEUTICALS, INC., and ARIUS TWO, INC., (as addit

July 29, 2019 EX-4.3

Form of indenture for senior debt securities and the related form of senior debt security

EX-4.3 Exhibit 4.3 BIODELIVERY SCIENCES INTERNATIONAL, INC. Issuer AND , as Trustee INDENTURE Dated as of , Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s

July 29, 2019 S-3

Form S-3 (Registration No. 333-232880)

S-3 1 d779231ds3.htm FORM S-3 As filed with the Securities and Exchange Commission on July 29, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 35-2089858 (State or other jurisdic

July 29, 2019 EX-4.2

Form of indenture for subordinated debt securities and the related form of subordinated debt security

EX-4.2 Exhibit 4.2 BIODELIVERY SCIENCES INTERNATIONAL, INC. Issuer AND , as Trustee INDENTURE Dated as of , Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Tru

July 29, 2019 S-8

Registration Statement on Form S-8 (File No. 333-232879), originally filed with the SEC on July 29, 2019

S-8 1 d725256ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on July 29, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BioDelivery Sciences International, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 35-2089858 (State or Other Jurisdict

July 29, 2019 S-8 POS

BDSI / BioDelivery Sciences International, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 29, 2019 Registration No.

July 29, 2019 S-8 POS

BDSI / BioDelivery Sciences International, Inc. S-8 POS - - FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on July 29, 2019 Registration No.

July 29, 2019 S-8 POS

BDSI / BioDelivery Sciences International, Inc. S-8 POS - - FORM S-8 POS

S-8 POS 1 d780845ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on July 29, 2019 Registration No. 333-222734 Registration No. 333-206326 Registration No. 333-190796 Registration No. 333-176476 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-222734 FORM S-8 REGIS

July 29, 2019 S-8 POS

BDSI / BioDelivery Sciences International, Inc. S-8 POS - - FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on July 29, 2019 Registration No.

July 25, 2019 EX-3.1

Certificate of Amendment to the Certificate of Incorporation of BioDelivery Sciences International, Inc.

EX-3.1 Exhibit 3.1 Charter Amendment CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. BioDelivery Sciences International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Cer

July 25, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Form 8-K 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): July 25, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdicti

July 17, 2019 DEFA14A

BDSI / BioDelivery Sciences International, Inc. DEFA14A - - DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §240.

June 17, 2019 DEF 14A

2019 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on June 17, 2019)

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §240.

June 7, 2019 PRE 14A

BDSI / BioDelivery Sciences International, Inc. PRE 14A - - PRE 14A

PRE 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §240.

May 28, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): May 28, 2019 (May 23, 2019) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other j

May 28, 2019 EX-99.1

BioDelivery Sciences Strengthens Financial Position with Debt Refinancing New Agreement is Cash Flow Accretive, Lowers Cost of Capital and Extends Debt Maturity Reduces Annual Interest Costs by Approximately $1.5 million Increases Flexibility to Cont

EX-99.1 Exhibit 99.1 BioDelivery Sciences Strengthens Financial Position with Debt Refinancing New Agreement is Cash Flow Accretive, Lowers Cost of Capital and Extends Debt Maturity Reduces Annual Interest Costs by Approximately $1.5 million Increases Flexibility to Continue Growth Trajectory Raleigh, North Carolina – May 28, 2019 – BioDelivery Sciences International, Inc. (Nasdaq: BDSI) (“BDSI”)

May 6, 2019 EX-99.1

BioDelivery Sciences Reports Strong First Quarter 2019 Results and Raises BELBUCA® Full-Year Expectations BELBUCA® Net Sales Increased by 134% versus Prior Year to All-time High of $18.7 million Symproic® Acquisition and Commercial Integration Succes

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Strong First Quarter 2019 Results and Raises BELBUCA® Full-Year Expectations BELBUCA® Net Sales Increased by 134% versus Prior Year to All-time High of $18.7 million Symproic® Acquisition and Commercial Integration Successfully Completed Company Raises Full-Year BELBUCA Net Sales Expectations to $83 - $88 Million Confirms Full-Year Net Sales Expect

May 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): May 6, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction

May 6, 2019 10-Q

Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 30, 2019 EX-10.1

Amendment No. 4 to Term Loan Agreement, dated April 25, 2019, between the Company and CRG Servicing LLC (2)

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT 4 TO TERM LOAN AGREEMENT THIS AMENDMENT 4 TO TERM LOAN AGREEMENT, dated as of April 25, 2019 (this “Amendment”) is made among BioDelivery Sciences International, Inc. (“Borrower”), the Subsidiary Guarantors, CRG Servicing LLC, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) and the lenders listed on the signat

April 30, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): April 30, 2019 (April 25, 2019) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State o

April 11, 2019 424B5

12,000,000 Shares Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228292 Preliminary Prospectus Supplement (To Prospectus dated January 18, 2019) 12,000,000 Shares Common Stock We are offering 10,000,000 shares of our common stock and the selling stockholder is offering 2,000,000 shares of our common stock. Our common stock trades on The Nasdaq Capital Market under the trading symbol “

April 11, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction of incorp

April 11, 2019 EX-1.1

Underwriting Agreement, dated April 11, 2019, between the Company, Broadfin Healthcare Master Fund, Ltd., and Cantor Fitzgerald & Co. and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters party thereto.

EX-1.1 Exhibit 1.1 Execution Version BIODELIVERY SCIENCES INTERNATIONAL, INC. 12,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement April 11, 2019 Cantor Fitzgerald & Co. SunTrust Robinson Humphrey, Inc. As Representatives of the several Underwriters listed in Schedule A hereto c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 c/o SunTrust Robinson Hump

April 10, 2019 424B5

Subject to completion, dated April 10, 2019

424B5 1 d731112d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-228292 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying pros

April 10, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d695197d8k.htm 8-K 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): April 10, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or

April 10, 2019 EX-10.2

Third Amendment to the Loan Agreement, among the Company, the subsidiary guarantors, the Administrative Agent and the Lenders, dated as of April 4, 2019.

EX-10.2 Exhibit 10.2 AMENDMENT 3 TO TERM LOAN AGREEMENT THIS AMENDMENT 3 TO TERM LOAN AGREEMENT, dated as of April 4, 2019 (this “Amendment”) is made among BioDelivery Sciences International, Inc. (“Borrower”), the Subsidiary Guarantors, CRG Servicing LLC, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) and the lenders listed on the signature pages hereof un

April 10, 2019 EX-10.1

Exclusive License Agreement, dated April 4, 2019, between the Company and Shionogi, Inc. (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by BDSI on March 9, 2022).

EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the “Agreement”) is entered into as of April 4, 2019 (the “Effective Date”) by and between Shionogi Inc., a Delaware

April 10, 2019 EX-99.1

BioDelivery Sciences Acquires U.S. Commercial Rights to Symproic® Long-term revenue potential of over $75 million for NME with IP protection through 2031 Leverages existing commercial capabilities to provide a novel treatment option for OIC Total 201

EX-99.1 Exhibit 99.1 BioDelivery Sciences Acquires U.S. Commercial Rights to Symproic® Long-term revenue potential of over $75 million for NME with IP protection through 2031 Leverages existing commercial capabilities to provide a novel treatment option for OIC Total 2019 Company Net Sales expected to be $92-$100 million with Symproic Net Sales of $7-$9 million Long-term potential of BELBUCA® and

March 14, 2019 EX-99.1

BioDelivery Sciences Reports Strong 2018 Results and 2019 Expectations BELBUCA® prescription growth further accelerated to an all-time high during the fourth quarter Company increases Belbuca 2019 net sales expectations to $80-$85 million Operating c

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Strong 2018 Results and 2019 Expectations BELBUCA® prescription growth further accelerated to an all-time high during the fourth quarter Company increases Belbuca 2019 net sales expectations to $80-$85 million Operating cash flow to become positive in 2019 Long-term potential for BELBUCA net sales believed to be $250—$300 million Conference Call an

March 14, 2019 8-K

Financial Statements and Exhibits, Other Events

Form 8-K 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 14, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdict

March 14, 2019 10-K

Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 14, 2019 EX-10.60

Conditional Offer of Employment, dated January 15, 2019, between the Company and Terry Coelho*

EX-10.60 EXHIBIT 10.60 January 10, 2019 Terry Coelho 8904 Woodhall Lake Drive Waxhaw, NC 28173 Re: Offer of Employment Dear Terry, BioDelivery Sciences International, Inc. (BDSI) is pleased to extend to you a conditional offer of employment as Chief Financial Officer, reporting to me, CEO. Please note that this offer is subject to you satisfying our criteria in a pre-employment background and refe

March 14, 2019 EX-21.1

Subsidiaries of the Registrant *

EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant 1. Arius Pharmaceuticals, Inc., a Delaware corporation 2. Arius Two, Inc., a Delaware corporation 3. Bioral Nutrient Delivery, LLC, a Delaware limited liability company

March 14, 2019 EX-10.59

Conditional Offer of Employment, dated November 5, 2018, between the Company and James Vollins*

EX-10.59 EXHIBIT 10.59 October 25, 2018 James Vollins 105 Lake Ri

March 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d716137d8k.htm 8-K 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 6, 2019 (February 28, 2019) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 3

March 4, 2019 8-K

Other Events

Form 8-K 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 1, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdicti

February 14, 2019 SC 13G

BDSI / BioDelivery Sciences International, Inc. / venBio Select Advisor LLC - BIODELIVERY SCIENCES INTERNATIONAL, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th

February 14, 2019 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 d819494413g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the

February 13, 2019 SC 13G/A

BDSI / BioDelivery Sciences International, Inc. / Stonepine Capital Management, LLC - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BioDelivery Sciences International, Inc. (Name of Issuer) Common stock, par value $.001 (Title of Class of Securities) 09060J106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 29, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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): January 25, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdi

January 29, 2019 EX-10.1

Transitional Service and Separation Agreement, dated January 23, 2019, by and between the Company and Ernest De Paolantonio.

EX-10.1 Exhibit 10.1 TRANSITIONAL SERVICE AND SEPARATION AGREEMENT This Transitional Services and Separation Agreement (“Agreement”) is made as of January 23, 2019 between BioDelivery Sciences International, Inc. (the “Company”), and Ernest R. De Paolantonio (“De Paolantonio”). De Paolantonio and the Company may be collectively referred to as the “parties” or individually referred to as a “party.”

January 18, 2019 S-3/A

BDSI / BioDelivery Sciences International, Inc. AMENDMENT NO. 1 TO FORM S-3

S-3/A 1 d688225ds3a.htm AMENDMENT NO. 1 TO FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on January 18, 2019. Registration No. 333-228292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Exact name of registrant as sp

January 17, 2019 EX-99.1

BioDelivery Sciences Appoints Terry Coelho as Chief Financial Officer

EX-99.1 Exhibit 99.1 BioDelivery Sciences Appoints Terry Coelho as Chief Financial Officer Raleigh, North Carolina – January 15, 2019 — BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a rapidly growing commercial-stage specialty pharmaceutical company dedicated to patients living with chronic pain, today announced the appointment of Terry Coelho as Chief Financial Officer. Ms. Coelho brin

January 17, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d888468d8k.htm 8-K 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): January 15, 2019 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State

November 9, 2018 S-3

BDSI / BioDelivery Sciences International, Inc. FORM S-3

S-3 1 d631453ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on November 9, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIODELIVERY SCIENCES INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 35-2089858 (St

November 9, 2018 EX-4.3

Form of indenture for senior debt securities and the related form of senior debt security

EX-4.3 Exhibit 4.3 BIODELIVERY SCIENCES INTERNATIONAL, INC. Issuer AND , as Trustee INDENTURE Dated as of , Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s

November 9, 2018 EX-4.2

Form of indenture for subordinated debt securities and the related form of subordinated debt security

EX-4.2 Exhibit 4.2 BIODELIVERY SCIENCES INTERNATIONAL, INC. Issuer AND , as Trustee INDENTURE Dated as of , Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Tru

November 8, 2018 EX-99.1

Conference Call And Webcast Scheduled For 4:30 PM ET Today

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Strong Third Quarter 2018 Financial Results • BELBUCA® continued on an accelerated growth trajectory, with revenue increasing 92% YOY and 27% versus prior quarter • BELBUCA total prescriptions experienced its largest quarter over quarter increase since launch Conference Call And Webcast Scheduled For 4:30 PM ET Today Raleigh, North Carolina – Nov.

November 8, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K 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): November 8, 2018 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdi

November 8, 2018 EX-10.6

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.6 Exhibit 10.6 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS Name of Grantee: No. Of Restricted Stock Units: Date of Grant: 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units

November 8, 2018 EX-10.4

Form of Nonqualified Stock Option Agreement for Non-Employee Directors under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.4 5 d609838dex104.htm EX-10.4 Exhibit 10.4 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS Name of Optionee: Number of Shares: Date of Grant: Exercise Price: Expiration Date: 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants a

November 8, 2018 EX-10.1

Conditional Offer of Employment, dated July 20, 2018, between the Company and Thomas Smith, filed with Form 10-Q, dated November 8, 2018.

EX-10.1 Exhibit 10.1 July 20, 2018 Thomas Smith, MD 17109 Waterbend Drive, #224 Jupiter, Florida 33477 Re: Offer of Employment – Revision of Hire Date BioDelivery Sciences International, Inc. (BDSI) is pleased to extend to you a conditional offer of employment as Chief Medical Officer, reporting to me, CEO. Please note that this offer is subject to you satisfying our criteria in a pre-employment b

November 8, 2018 EX-10.7

Form of Performance Restricted Stock Unit Award Agreement for Company Employees under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.7 Exhibit 10.7 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES Name of Grantee: No. Of Restricted Stock Units: Date of Grant: 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock

November 8, 2018 EX-10.3

Form of Nonqualified Stock Option Agreement for Company Employees under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.3 Exhibit 10.3 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES Name of Optionee: Number of Shares: Date of Grant: Exercise Price: Expiration Date: 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants a Stock Option (the “Option”) to th

November 8, 2018 EX-10.5

Form of Restricted Stock Unit Award Agreement for Company Employees under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.5 Exhibit 10.5 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES Name of Grantee: No. Of Restricted Stock Units: Date of Grant: 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units liste

November 8, 2018 10-Q

BDSI / BioDelivery Sciences International, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 8, 2018 EX-10.2

Form of Incentive Stock Option Agreement under the 2011 Equity Incentive Plan, filed with Form 10-Q, dated November 8, 2018.

EX-10.2 Exhibit 10.2 BIODELIVERY SCIENCES INTERNATIONAL, INC. 2011 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT Name of Optionee: Number of Shares: Date of Grant: Exercise Price: Expiration Date: [up to 10 years (5 if a 10% owner] 1. As of the Date of Grant set forth above (the “Grant Date”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants a Stock Option (the “Opti

October 29, 2018 EX-99.1

BioDelivery Sciences Announces Changes to its Executive Leadership Team James Vollins joins the Company in role of General Counsel, Chief Compliance Officer, and Corporate Secretary Ernest De Paolantonio, Chief Financial Officer announces plan to ret

EX-99.1 Exhibit 99.1 BioDelivery Sciences Announces Changes to its Executive Leadership Team James Vollins joins the Company in role of General Counsel, Chief Compliance Officer, and Corporate Secretary Ernest De Paolantonio, Chief Financial Officer announces plan to retire by mid-2019 Scott Plesha, President takes on additional role of Chief Commercial Officer RALEIGH, N.C., October 29, 2018 - Bi

October 29, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d646962d8k.htm FORM 8-K 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): October 29, 2018 (October 25, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-

September 14, 2018 8-K

Other Events

8-K 1 d418164d8k.htm FORM 8-K 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): September 14, 2018 (September 7, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 0

August 16, 2018 SC 13G

BDSI / BioDelivery Sciences International, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 d804750513-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 09060J106 (CUSIP Number) August 6, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropr

August 9, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 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): August 9, 2018 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdiction o

August 9, 2018 EX-99.1

BioDelivery Sciences Reports Strong Second Quarter 2018 Financial Results BELBUCA® Continues Its Accelerated Record Prescription Growth of 80% YOY and 31% Versus the Prior Quarter Company Provides Overview of New Plan to Capitalize on Long Term Net R

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Strong Second Quarter 2018 Financial Results BELBUCA® Continues Its Accelerated Record Prescription Growth of 80% YOY and 31% Versus the Prior Quarter Company Provides Overview of New Plan to Capitalize on Long Term Net Revenue Potential of $200 Million For Belbuca BDSI Conference Call and Webcast Scheduled for 4:30 PM ET Today Raleigh, North Carol

August 9, 2018 10-Q

BDSI / BioDelivery Sciences International, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 8, 2018 SC 13D/A

BDSI / BioDelivery Sciences International, Inc. / Broadfin Capital, LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 09060J106 (CUSIP Numb

August 6, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Form 8-K 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): August 2, 2018 BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or other jurisdict

August 6, 2018 EX-3.1

Certificate of Amendment to the Registrant’s Certificate of Incorporation declassifying the board of directors and increasing the number of authorized shares (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K, filed on August 6, 2018)

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BIODELIVERY SCIENCES INTERNATIONAL, INC. Under Section 242 of the Delaware General Corporation Law BioDelivery Sciences International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the name of the Corporation is BioDeli

July 2, 2018 DEF 14A

BDSI / BioDelivery Sciences International, Inc. DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §240.

June 20, 2018 PRE 14A

BDSI / BioDelivery Sciences International, Inc. PRE 14A

PRE 14A 1 d770940dpre14a.htm PRE 14A Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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

May 22, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

Form 8-K 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): May 22, 2018 (May 21, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or ot

May 22, 2018 EX-99.1

BioDelivery Sciences Announces Closing of $50 Million Equity Financing and Appointment of Peter Greenleaf as Chairman of the Board

EX-99.1 Exhibit 99.1 BioDelivery Sciences Announces Closing of $50 Million Equity Financing and Appointment of Peter Greenleaf as Chairman of the Board Raleigh, North Carolina – May 22, 2018 — BioDelivery Sciences International, Inc. (NASDAQ: BDSI) today announced it has closed its previously announced $50 million registered direct offering of newly designated Series B Non-Voting Convertible Prefe

May 21, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): May 21, 2018 (May 20, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or ot

May 21, 2018 EX-10.1

Amendment, dated May 20, 2018, by and among the Company and Broadfin.

Exhibit 10.1 Exhibit 10.1 AMENDMENT TO AGREEMENT This amendment to agreement (this “Amendment ”) is made and entered into as of May 20, 2018, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Healthcare”), and its affiliates (such Affiliates (as defined herein) tog

May 21, 2018 EX-99.3

SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 99.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2018, is by and among Biodelivery Sciences International, Inc., a Delaware corporation with headquarters located 4131 ParkLake Ave., Suite 225, Raleigh, North Carolina 27612, (the “Company”), and each of the investors listed on Schedule 1 hereto (individually, a “Buyer” and

May 21, 2018 EX-99.4

REGISTRATION RIGHTS AGREEMENT

EX-10.2 Exhibit 99.5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2018, by and among Biodelivery Sciences International, Inc., a Delaware corporation, with headquarters located at 4131 Parklane Avenue, Suite 225, Raleigh, NC 27612 (the “Company”), and the Lead Investor (as defined below) (each a “Investor” and collectively the “Investors”, pro

May 21, 2018 EX-99.2

AMENDMENT TO AGREEMENT

Exhibit 10.1 Exhibit 99.2 AMENDMENT TO AGREEMENT This amendment to agreement (this “Amendment ”) is made and entered into as of May 20, 2018, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Healthcare”), and its affiliates (such Affiliates (as defined herein) tog

May 21, 2018 EX-99.6

JOINT FILING AGREEMENT

Exhibit 99.6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of BioDelivery Sciences International, Inc. This Joint Fil

May 21, 2018 SC 13D/A

BDSI / BioDelivery Sciences International, Inc. / Broadfin Capital, LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 BioDelivery Sciences International, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 09060J106 (CUSIP Numb

May 21, 2018 EX-99.2

FORM OF DIRECTOR RETIREMENT AGREEMENT

EX-10.5 Exhibit 99.3 FORM OF DIRECTOR RETIREMENT AGREEMENT This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into this 17th day of May, 2018 by and among BioDelivery Sciences International, Inc. (the “Company”), [ ] (the “Director”), and with respect to Sections 3 through 11, inclusive, and Sections 13 and 14 hereof, Broadfin Healthcare Master Fund Ltd. (“Broadfin”). The Director, t

May 21, 2018 EX-99.1

[The remainder of this page intentionally left blank]

EX-10.3 Exhibit 99.1 EXECUTION VERSION AGREEMENT This agreement (this “Agreement”) is made and entered into as of May 17, 2018, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Healthcare”), and its affiliates (such Affiliates (as defined herein) together with Bro

May 17, 2018 FWP

BioDelivery Sciences Announces Agreement with Broadfin Capital on Comprehensive Plan to Strengthen Business $50 Million Equity Financing Led By Broadfin Announced Separately Today Three New Independent Directors Selected by Broadfin Added To Board; F

FWP 1 d586692dfwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 17, 2018 Relating to the Prospectus dated July 13, 2015 Registration No 333-205483 BioDelivery Sciences Announces Agreement with Broadfin Capital on Comprehensive Plan to Strengthen Business $50 Million Equity Financing Led By Broadfin Announced Separately Today Three New Independent Directors Selected by

May 17, 2018 424B3

5,000 Shares Series B Non-Voting Convertible Preferred Stock

424B3 1 d589474d424b3.htm 424B3 Table of Contents Prospectus Supplement Filed Pursuant to Rule 424(b)(3) (to Prospectus dated July 13, 2015) Registration No 333-205483 5,000 Shares Series B Non-Voting Convertible Preferred Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering an aggregate of 5,000 shares of Series B Non-Voting convertible preferred stock, pa

May 17, 2018 EX-99.1

BioDelivery Sciences Announces Pricing of $50 Million Equity Financing

EX-99.1 Exhibit 99.1 BioDelivery Sciences Announces Pricing of $50 Million Equity Financing Raleigh, North Carolina – May 17, 2018 — BioDelivery Sciences International, Inc. (NASDAQ: BDSI) today announced that it has entered into definitive agreements with existing institutional and other accredited investors to purchase an aggregate of approximately $50 million worth of BDSI’s newly designated Se

May 17, 2018 EX-99.2

BioDelivery Sciences Announces Agreement with Broadfin Capital on Comprehensive Plan to Strengthen Business $50 Million Equity Financing Led By Broadfin Announced Separately Today Three New Independent Directors Selected by Broadfin Added To Board; F

EX-99.2 Exhibit 99.2 BioDelivery Sciences Announces Agreement with Broadfin Capital on Comprehensive Plan to Strengthen Business $50 Million Equity Financing Led By Broadfin Announced Separately Today Three New Independent Directors Selected by Broadfin Added To Board; Four Current Independent Directors Retiring Amends Senior Credit Facility with CRG, which Includes Pushing Out Principal Debt Repa

May 17, 2018 EX-10.2

Registration Rights Agreement, dated May 17, 2018, between the Company and Broadfin Healthcare.

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2018, by and among Biodelivery Sciences International, Inc., a Delaware corporation, with headquarters located at 4131 Parklane Avenue, Suite 225, Raleigh, NC 27612 (the “Company”), and the Lead Investor (as defined below) (each a “Investor” and collectively the “Investors”, pro

May 17, 2018 EX-10.5

Form of Retirement Agreement, dated May 17, 2018, between the Company, the Retiring Directors and Broadfin Healthcare.

EX-10.5 Exhibit 10.5 FORM OF DIRECTOR RETIREMENT AGREEMENT This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is entered into this 17th day of May, 2018 by and among BioDelivery Sciences International, Inc. (the “Company”), [ ] (the “Director”), and with respect to Sections 3 through 11, inclusive, and Sections 13 and 14 hereof, Broadfin Healthcare Master Fund Ltd. (“Broadfin”). The Director, t

May 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Form 8-K 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): May 17, 2018 (May 16, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or ot

May 17, 2018 EX-4.1

Certificate of Designations of Series B Non-Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K, filed on May 17, 2018)

EX-4.1 Exhibit 4.1 CERTIFICATE OF DESIGNATION OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF BIODELIVERY SCIENCES INTERNATIONAL, INC. Pursuant to Section 151 of the Delaware General Corporation Law BioDelivery Sciences International, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does he

May 17, 2018 EX-10.3

Agreement, dated May 17, 2018, between the Company and Broadfin Healthcare.

EX-10.3 Exhibit 10.3 EXECUTION VERSION AGREEMENT This agreement (this “Agreement”) is made and entered into as of May 17, 2018, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Broadfin Healthcare Master Fund, Ltd., a Cayman Islands exempted company (“Broadfin Healthcare”), and its affiliates (such Affiliates (as defined herein) together with Bro

May 17, 2018 EX-1.1

Placement Agency Agreement, dated May 17, 2018, between the Company and William Blair & Company, L.L.C.

EX-1.1 Exhibit 1.1 BioDelivery Sciences International, Inc. Placement Agency Agreement May 17, 2018 William Blair & Company, L.L.C., 150 North Riverside Plaza Chicago, Illinois 60606 Ladies and Gentlemen: BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of up to 5,000 shares

May 17, 2018 EX-10.4

Amendment 2 to Term Loan Agreement, dated May 16, 2018, among the Company, CRG and the lenders named therein.

EX-10.4 8 d587045dex104.htm EX-10.4 Exhibit 10.4 Execution Version AMENDMENT 2 TO TERM LOAN AGREEMENT THIS AMENDMENT 2 TO TERM LOAN AGREEMENT, dated as of May 16, 2018 (this “Amendment”) is made among BioDelivery Sciences International, Inc. (“Borrower”), CRG Servicing LLC, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) and the lenders listed on the signatu

May 17, 2018 EX-10.1

Form of Securities Purchase Agreement, dated May 17, 2018, between the Company and the Investors

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2018, is by and among Biodelivery Sciences International, Inc., a Delaware corporation with headquarters located 4131 ParkLake Ave., Suite 225, Raleigh, North Carolina 27612, (the “Company”), and each of the investors listed on Schedule 1 hereto (individually, a “Buyer” and

May 11, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d581121d8k.htm FORM 8-K 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): May 11, 2018 (May 10, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35

May 11, 2018 EX-99.1

BioDelivery Sciences Reports Positive First Quarter 2018 Financial Results and Provides Corporate Update

EX-99.1 Exhibit 99.1 BioDelivery Sciences Reports Positive First Quarter 2018 Financial Results and Provides Corporate Update • BELBUCA® Net Revenues Increased 76% Over 1Q17 • Achieved Significant Prescription Growth Increase of 55% for BELBUCA in 1Q18 vs 1Q17 • Achieved Company Total Net Revenue of $11.3 Million for 1Q18 • Addition of New and Improved Managed Care Coverage BDSI Conference Call an

May 10, 2018 10-Q

BDSI / BioDelivery Sciences International, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K 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): May 8, 2018 (May 2, 2018) BioDelivery Sciences International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31361 35-2089858 (State or othe

May 8, 2018 EX-10.3

Confidentiality, Intellectual Property and Non-Competition Agreement, dated May 2, 2018, between the Company and Herm Cukier, filed with Form 8-K, dated May 8, 2018.

EX-10.3 Exhibit 10.3 CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into effective for all purposes as of May 2, 2018 by Herm Cukier (“Employee”) in favor of BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”). This Agreeement is being entered i

May 8, 2018 EX-10.2

Director Indemnification Agreement, dated May 2, 2018, by and between the Company and Herm Cukier, filed with Form 8-K, dated May 8, 2018.

EX-10.2 Exhibit 10.2 BIODELIVERY SCIENCES INTERNATIONAL, INC. DIRECTOR INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of May 2, 2018 by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Herm Cukier (“Indemnitee”). WHEREAS, in order to induce Indemnitee to provide services to the Company as

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