Form 8-K/A

8-K/A — COLLEGIUM PHARMACEUTICAL, INC

Accession: 0001104659-26-079323

Filed: 2026-06-30

Period: 2026-05-12

CIK: 0001267565

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2618928d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2618928d1_ex23-1.htm)

EX-23.2 — EXHIBIT 23.2 (tm2618928d1_ex23-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2618928d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618928d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2618928d1_ex99-3.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

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0001267565

2026-05-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 12, 2026

COLLEGIUM PHARMACEUTICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Virginia

001-37372

03-0416362

(State

or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer Identification

No.)

100 Technology Center Drive

Suite 300

Stoughton, MA 02072

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (781) 713-3699

Securities registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name of each

exchange on which registered

Common stock, par value $0.001 per share

COLL

The NASDAQ Global Select Market

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On May 12, 2026, Collegium Pharmaceutical, Inc.

(the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original Form 8-K”),

reporting among other items, that the Company completed the previously announced acquisition (the “Closing”) of (i) all

of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company (“GPC”),

from Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Corium” or “Commave Seller”), and

(ii) all of the issued and outstanding limited liability interests of Commave Sub, LLC, a Delaware limited liability company, from

Corium, LLC, a Delaware limited liability company (“Corium Seller” and together with Commave Seller, the “Seller Parties”),

pursuant to an Equity Purchase Agreement (the “Purchase Agreement”), by and among the Company and Seller Parties, dated March 19,

2026. Upon the Closing, the Company acquired AZSTARYS®, a central nervous system stimulant prescription medicine used for the treatment

of Attention-Deficit/Hyperactivity Disorder, in people 6 years of age and older (the “Acquisition”).

The aggregate consideration paid by the Company

at the Closing pursuant to the Purchase Agreement was approximately $655.6 million in cash (following customary adjustments for net working

capital, indebtedness, cash, and transaction expenses), which was funded by approximately $355.6 million of the Company’s existing

cash on hand and $300.0 million from a delayed draw term loan which is part of the Credit Agreement the Company entered into in December 2025.

The Company may also pay Commave Seller up to $135 million in additional consideration if AZSTARYS achieves certain future commercial

and manufacturing milestones.

The Company is filing this amendment to the Original

8-K (this “Form 8-K/A”) to amend and supplement the Original 8-K to include historical financial statements of Corium

and pro forma financial information as required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K that were excluded from

the Original 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information contained in the

Original 8-K is amended or supplemented. This Form 8-K/A should be read together with the Original 8-K.

The historical financial statements of Corium included

under Item 9.01(a) are on a consolidated basis, which includes both AZSTARYS and ADLARITY®, an FDA-approved Alzheimer’s

product that was not part of the Acquisition and is no longer actively commercialized by the Seller Parties. The Company did not acquire

ADLARITY. AZSTARYS constituted substantially all of Corium’s consolidated operations, and accordingly Corium’s consolidated

financial statements are presented pursuant to Rule 3-05 of Regulation S-X.

The unaudited pro forma financial information included

in Item 9.01(b) reflects the acquisition of AZSTARYS only. The results, assets, and liabilities of ADLARITY have been excluded from

the pro forma financial information, as further described in the notes thereto.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

The

audited financial statements of Corium as of and for the years ended December 31, 2025 and 2024, including the related notes

thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

The unaudited financial statements of Corium as

of March 31, 2026 and for the three months ended March 31, 2026 and 2025, including the related notes thereto, are filed herewith as Exhibit 99.2

and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance

sheet of the Company as of March 31, 2026 and the unaudited pro forma condensed combined statements of operations of the Company

for the three months ended March 31, 2026 and the year ended December 31, 2025, including the related notes thereto, giving

effect to the Acquisition are filed herewith as Exhibit 99.3 and incorporated herein by reference.

Exhibit No.

Description

23.1

Consent of Grant Thornton LLP, Corium Therapeutics Holdings, LLC’s independent auditor.

23.2

Consent of Ernst & Young LLP, Corium Therapeutics Holdings, LLC’s independent auditor.

99.1

Audited financial statements of Corium Therapeutics Holdings, LLC as of and for the years ended December 31, 2025 and 2024, including the related notes thereto.

99.2

Unaudited condensed financial statements of Corium Therapeutics Holdings, LLC as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, including the related notes thereto.

99.3

Unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026, and unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2026 and the year ended December 31, 2025, including the related notes thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2026

Collegium Pharmaceutical, Inc.

By:

/s/ Colleen Tupper

Name:

Colleen Tupper

Title:

Executive Vice President and Chief Financial Officer

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2618928d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent

of Independent Certified Public Accountants

have issued our report dated May 11, 2026, with respect to the consolidated financial statements of Corium Therapeutics Holdings,

LLC included in the Form 8-K/A. We consent to the incorporation by reference of said report in the Registration Statements of

Collegium Pharmaceutical, Inc. on Form S-3, File No. 333-237200 and Form S-8, File Nos. 333-207744, 333-218767,

333-225498, 333-233092, 333-245649, 333-258752, 333-266778, 333-273874, 333-281571, 333-285593, 333-287838, 333-296398 and

333-296400.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

June 30, 2026

EX-23.2 — EXHIBIT 23.2

EX-23.2

Filename: tm2618928d1_ex23-2.htm · Sequence: 3

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration

Statements:

(1) Registration Statement (Form S-3 No. 333-237200) of Collegium Pharmaceutical, Inc.,

(2) Registration Statement (Form S-8 No. 333-296400) pertaining to the 2015 Employee Stock Purchase Plan of Collegium Pharmaceutical,

Inc.,

(3) Registration Statement (Form S-8 No. 333-296398) pertaining to the Collegium Pharmaceutical, Inc. 2026 Inducement Plan,

(4) Registration Statement (Form S-8 No. 333-287838) pertaining to the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan, and

(5) Registration Statements (Form S-8 Nos. 333-285593, 333-281571, 333-273874, 333-266778, 333-258752, 333-245649, 333-233092, 333-225498,

333-218767 and 333-207744) pertaining to the Amended and Restated 2014 Stock Incentive Plan and 2015 Employee Stock Purchase Plan of Collegium

Pharmaceutical, Inc.;

of our report dated October 1, 2025, relating to the consolidated financial

statements of Corium Therapeutics Holdings, LLC as of and for the year ended December 31, 2024 appearing in this Current Report on Form

8-K/A of Collegium Pharmaceutical, Inc.

/s/ Ernst & Young LLP

Boston, Massachusetts

June 30, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618928d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

Consolidated Financial Statements

and

Report of Independent Certified Public

Accountants

Corium Therapeutics Holdings, LLC

December 31, 2025 and 2024

Contents

Page

Report of Independent Certified

Public Accountants

Report of Independent Auditors

Consolidated Financial Statements

Consolidated balance sheets

Consolidated statements of

operations and comprehensive loss

Consolidated statements of

changes in members’ capital

Consolidated statements of

cash flows

Notes to the consolidated financial

statements

GRANT THORNTON LLP

53 State Street, 16th Floor

Boston, MA 02109 REPORT

OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

D +1 617 723 7900

Board

of Directors

Corium Therapeutics Holdings, LLC

Opinion

have audited the consolidated financial statements of Corium Therapeutics Holdings, LLC and

subsidiaries (the “Company”), which comprise the consolidated balance sheet as

of December 31, 2025, and the related consolidated statements of operations and comprehensive

loss, changes in members’ capital, and cash flows for the year then ended, and the

related notes to the consolidated financial statements.

our opinion, the accompanying consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2025, and the results

of its operations and its cash flows for the year then ended in accordance with accounting

principles generally accepted in the United States of America.

The

financial statements of the Company as of December 31, 2024 and for the year then ended

were audited by other auditors. Those auditors expressed an unqualified opinion on those

financial statements in their report dated October 1, 2025.

Basis

for opinion

conducted our audit of the consolidated financial statements in accordance with auditing

standards generally accepted in the United States of America (US GAAS). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Financial Statements section of our report. We are required to be independent

of the Company and to meet our other ethical responsibilities in accordance with the relevant

ethical requirements relating to our audit. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our audit opinion.

Substantial

doubt about the Company’s ability to continue as a going concern

The

accompanying financial statements have been prepared assuming that the Company will continue

as a going concern. As discussed in Note A to the financial statements, the Company has suffered

recurring losses from operations, has a net capital deficiency, and has stated that substantial

doubt exists about the Company’s ability to continue as a going concern. Management's

evaluation of the events and conditions and management’s plans regarding these matters

are also described in Note A. The financial statements do not include any adjustments that

might result from the outcome of this uncertainty. Our opinion is not modified with respect

to this matter.

GT.COM Grant

Thornton LLP is a U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each

of its member firms are separate legal entities and are not a worldwide partnership.

Responsibilities

of management for the financial statements

Management is responsible

for the preparation and fair presentation of the consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America, and for the

design, implementation, and maintenance of internal control relevant to the preparation and

fair presentation of consolidated financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the consolidated

financial statements, management is required to evaluate whether there are conditions or

events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern for one year after the date the consolidated financial

statements available to be issued.

Auditor’s

responsibilities for the audit of the financial statements

Our objectives are

to obtain reasonable assurance about whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance but is

not absolute assurance and therefore is not a guarantee that an audit conducted in accordance

with US GAAS will always detect a material misstatement when it exists. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control. Misstatements are considered material if there is a substantial

likelihood that, individually or in the aggregate, they would influence the judgment made

by a reasonable user based on the (consolidated) financial statements.

In performing an audit

in accordance with US GAAS, we:

· Exercise

professional judgment and maintain professional skepticism throughout the audit.

· Identify

and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

· Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion

is expressed.

· Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated

financial statements.

· Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

are required to communicate with those charged with governance regarding, among other matters,

the planned scope and timing of the audit, significant audit findings, and certain internal

control-related matters that we identified during the audit.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

May 11, 2026

Report of Independent Auditors

The Members

Corium Therapeutics Holdings, LLC

Opinion

We have audited the consolidated financial statements of Corium Therapeutics

Holdings, LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2024 and the related consolidated statements

of operations and comprehensive loss, changes in members’ capital and cash flows for the year then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly,

in all material respects, the financial position of the Company at December 31, 2024 and the results of its operations and its cash flows

for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally

accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and

to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has suffered recurring losses

from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue

as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also

described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our

opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation

of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,

implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate

whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to

continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial

Statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee

that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood

that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

· Exercise professional judgment and maintain professional skepticism throughout

the audit.

· Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on

a test basis, evidence regarding the amounts and disclosures in the financial statements.

· Obtain an understanding of internal control relevant to the audit in order

to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control. Accordingly, no such opinion is expressed.

· Evaluate the appropriateness of accounting policies used and the reasonableness

of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

· Conclude whether, in our judgment, there are conditions or events, considered

in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time.

We are required to communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters

that we identified during the audit.

/s/ Ernst & Young LLP

Boston, Massachusetts

October 1, 2025

Corium

Therapeutics Holdings, LLC

CONSOLIDATED

BALANCE SHEETS

December 31,

(In Thousands)

2025

2024

ASSETS

Current assets

Cash

and cash equivalents

$ 13,886

$ 47,867

Restricted

cash

10,000

Accounts

receivable, net

69,596

38,217

Inventory

39,581

33,791

Prepaid

expenses and other current assets

8,153

3,741

Total

current assets

141,216

123,616

Restricted

cash

10,000

Patents,

intangible and other assets, net

14,369

16,230

Total

assets

$ 155,585

$ 149,846

LIABILITIES AND MEMBERS'

CAPITAL

Current liabilities

Accounts

payable

$ 10,624

$ 32,917

party accounts payable

6,881

6,671

Accrued

expenses and other current liabilities

99,496

103,931

party accrued expenses

737

128

Current

portion of term debt, net

100,773

Total

current liabilities

218,511

143,647

Long-term

debt, net

119,381

Total

liabilities

218,511

263,028

Members' capital

Members'

capital

672,281

579,631

Accumulated

deficit

(735,207 )

(692,813 )

Total

members' capital

(62,926 )

(113,182 )

Total

liabilities and members' capital

$ 155,585

$ 149,846

The accompanying notes are an integral

part of these consolidated financial statements.

Corium

Therapeutics Holdings, LLC

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years

ended December 31,

(In Thousands)

2025

2024

Product sales,

net

$ 113,572

$ 79,555

Operating expenses:

Cost

of product sales

31,209

32,436

Research

and development expenses

13,137

23,451

Commercial

and marketing expenses

48,012

104,816

General

and administrative expenses

35,938

46,091

Total

operating expenses

128,296

206,794

Loss

from operations

(14,724 )

(127,239 )

Other income (expense):

Interest

income

1,171

1,399

Interest

expense

(16,120 )

(19,069 )

party interest expense

(10,786 )

Impairment

expense

(606 )

Other

income (expense)

(12,048 )

2,542

Loss

before provision for income tax

(42,327 )

(153,153 )

Income

tax expense

675

Net

loss and comprehensive loss

$ (42,394 )

$ (153,828 )

The accompanying notes are an integral

part of these consolidated financial statements.

Corium

Therapeutics Holdings, LLC

CONSOLIDATED

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

Years

ended December 31, 2025 and 2024

(In Thousands)

Members'

Accumulated

Total Members'

Capital

Deficit

Capital

Balance as of December 31,

2023

$ 155,340

$ (538,985 )

$ (383,645 )

Debt to equity conversion

287,791

Capital contributions

136,500

Net loss

(153,828 )

Balance as of December 31, 2024

579,631

(692,813 )

(113,182 )

Capital contributions

92,650

Net loss

(42,394 )

Balance as of December 31,

2025

$ 672,281

$ (735,207 )

$ (62,926 )

The accompanying notes are an integral

part of these consolidated financial statements.

Corium

Therapeutics Holdings, LLC

CONSOLIDATED

STATEMENTS OF CASH FLOWS

Years

ended December 31,

(In Thousands)

2025

2024

Cash flows from operating

activities:

Net

loss

$ (42,394 )

$ (153,828 )

Adjustments

to reconcile net loss to net cash flow provided by operating activities:

Depreciation

and amortization

1,255

1,283

Non-cash

interest expense

3,042

13,472

Loss on

disposal of fixed assets

Loss on

impairment of intangible assets

606

Changes

in operating assets and liabilities:

Accounts

receivable, net

(31,379 )

(3,098 )

party accounts receivable

3,455

Inventory

(5,790 )

(11,647 )

Prepaid

expenses and other current assets

(4,412 )

1,429

Accounts

payable

(22,293 )

(4,859 )

party accounts payable

210

(30,973 )

Accrued

expenses and other current liabilities

(4,435 )

15,588

party accrued expenses

609

Net

cash provided by operating activities

(104,981 )

(169,113 )

Cash flows from investing

activities:

Net

cash flows used in investing activities

Cash flows from financing

activities:

Proceeds

from capital contributions

92,650

136,500

Proceeds

from borrowings on related party promissory note

49,000

Payments

for borrowings on long-term debt

(21,650 )

Net

cash flows provided by financing activities

71,000

185,500

NET

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(33,981 )

16,387

Cash

and cash equivalents and restricted cash, beginning of period

57,867

41,480

Cash

and cash equivalents and restricted cash, end of period

$ 23,886

$ 57,867

Supplemental disclosures

of cash flow information:

Cash

paid for interest

$ 13,377

$ 16,330

Cash

paid for income taxes

$ 1,653

$ 229

The accompanying notes are an integral

part of these consolidated financial statements.

Corium

Therapeutics Holdings, LLC

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31,

2025 and 2024

NOTE A - DESCRIPTION OF BUSINESS

AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corium Therapeutics

Holdings, LLC (“the Company”) commercializes novel central nervous system (CNS) therapies. Its products are AZSTARYS®

(an FDA- approved ADHD product) and ADLARITY® (an FDA-approved Alzheimer’s product no longer actively commercialized by the

Company). The Company operates through two wholly owned subsidiaries: (i) Gurnet Holding Company and its subsidiary, Corium, LLC

(“LLC”), and (ii) GPC Commave Holding LLC and its subsidiary, Commave Therapeutics SA (“Commave”).

Liquidity and Capital Resources

The Company has

evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern within 12 months after the date that these consolidated financial statements are issued. This

evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been

fully implemented as of the date the consolidated financial statements are issued. When substantial doubt exists under this methodology,

management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability

to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is

probable that the plans will be effectively implemented within one year after the date that the consolidated financial statements are

issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial

doubt about the entity’s ability to continue as a going concern within 12 months after the date that these consolidated financial

statements are issued.

As of December 31,

2025 and 2024, the Company had an accumulated deficit of $736.0 million and $692.8 million, respectively. The Company has suffered recurring

losses from operations and has a net capital deficiency. The Company’s capital resources primarily comprised cash and cash equivalents

of $13.9 million as of December 31, 2025. The Company's expectation to generate operating losses and negative operating cash flows

in the near future, and the need for additional funding to support its planned operations raise substantial doubt regarding the Company’s

ability to continue as a going concern for a period within 12 months after the date that these consolidated financial statements are

issued. Management's plans to alleviate the conditions that raise substantial doubt include the receipt of additional cash resources

through fundings from member contributions, as well as proceeds from continued product sales of AZSTARYS®. Management has concluded

the likelihood that its plan to successfully obtain sufficient funding from one or more sources, while reasonably possible, is less than

probable given that such fundings are not entirely within the Company’s control. Accordingly, the Company has concluded that substantial

doubt exists about the Company’s ability to continue as a going concern for a period within 12 months from the date of issuance

of these consolidated financial statements.

Basis of Presentation

The accompanying

consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America (“GAAP”). The Company’s functional currency is the U.S. dollar.

Principles of Consolidation

The consolidated

financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions

have been eliminated in consolidation.

Corium

Therapeutics Holdings, LLC

NOTES

TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31,

2025 and 2024

Use of Estimates

The preparation

of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial

statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from

those estimates.

Concentration of Risk

Interest Rate Risk

Interest rate risk

arises from movements in interest rates which could have adverse effects on the Company's net loss or financial position. Changes in

interest rates cause variations in interest income and expenses on interest-bearing assets and liabilities. In regard to the Promissory

Note and term loan, the interest rates are variable and dependent upon market factors.

Other Concentrations of Risk

The Company distributes

its products to wholesalers through a single customer, which accounted for over 97% and 99% of accounts receivable as of December 31,

2025 and 2024, respectively. The Company’s source of product revenue has been the sale of AZSTARYS® and ADLARITY®.

Raw materials procurement,

manufacturing, and shipment to the distributor is outsourced to two third-party vendors located in the United States. This includes the

warehousing of raw materials, work in process and finished goods before they are shipped to the distributor. Warehousing and distribution

of finished goods is outsourced to a single third-party customer located in the United States. Disruption in operations of third-party

vendors involved in the product manufacturing and distribution processes may have a material adverse impact on the Company’s operations

and financial results.

Cash and Cash Equivalents

The Company considers

all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash

in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance

Corporation (“FDIC”) up to $0.25 million per bank account. Accordingly, such balances in excess of the FDIC-guarantee limit

of $0.25 million are uninsured. The Company has not experienced any loss on these balances and believes the credit risk to be minimal.

Restricted Cash

At December 31,

2025 and 2024, restricted cash consisted of $10.0 million of cash serving as collateral for the Company’s term loan. A reconciliation

of the cash and cash equivalents and restricted cash as presented in the Company’s Consolidated Balance Sheet to the Company’s

Consolidated Statement of Cash Flows is as follows:

December 31,

2025

2024

Cash and cash equivalents

$ 13,886

$ 47,867

Restricted

cash

10,000

Cash

and cash equivalents and restricted cash

$ 23,886

$ 57,867

Corium

Therapeutics Holdings, LLC

NOTES

TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31,

2025 and 2024

Fair Value of Financial Instruments

Certain financial

assets and liabilities are required to be measured and reported at fair value at each reporting period. Fair value is defined as the

exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous

market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques

used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair

value hierarchy, which prioritizes the inputs used in measuring fair value includes:

Level 1 - quoted prices (unadjusted)

in active markets for identical assets or liabilities;

Level

2 - inputs other than quoted prices that are observable for the asset or liability, either directly (for example, as prices) or indirectly

(for example, derived from prices); and

Level 3 - inputs for the

asset or liability that are not based on observable market data.

The carrying amounts

of financial instruments approximate their fair values at December 31, 2025 and 2024. The fair value of the term loan approximates

fair value given the variable interest rate, which incorporates current market rates as well as the borrower’s credit risk.

Accounts Receivable, Net

Trade accounts

receivable represents amounts due from the Company’s single distributor from product sales and are stated net of sales allowances

for chargebacks, wholesaler fees, and expected early prompt payment discounts. The Company’s payment terms are approximately 66

days. When determining allowances for estimated credit losses, the Company analyzes accounts that are past due, the creditworthiness

of the counterparty, current economic conditions and, when sufficient historical data becomes available, actual credit losses incurred

by the Company. As of December 31, 2025 and 2024, the Company did not record an allowance for expected credit losses. As of January 1,

2024, the net accounts receivable balance was $35.1 million.

Inventory

The Company outsources

the manufacturing of AZSTARYS® to a third-party vendor. Inventories are stated at the lower of cost or net realizable value. Cost

is determined using the first-in, first-out (FIFO) method. When the net realizable value of inventory is lower than cost, an inventory

reserve is established.

The Company analyzes

its inventory levels on a periodic basis to determine if any inventory is at risk of expiration prior to sale or has a cost basis that

is greater than its estimated future net realizable value. Any adjustments are recognized through cost of sales in the period in which

they are incurred.

Patents and Intangible Assets

Intangible assets

consist primarily of the cost of acquired patents, trademarks, and legal costs associated with patent development and contract acquisition

costs. These costs are capitalized and amortized on a straight-line basis over the lesser of the estimated economic lives of the patents

or the underlying contracts using the remaining legal lives of the patents, which approximates the consumption over the estimated useful

lives of the assets, once a patent is granted. The Company periodically reevaluates the original assumptions and rationale utilized in

the establishment of the carrying value and estimated lives of these assets.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Leases

The Company leases office space under a single

operating lease with a term of five years. Right-of- use (ROU) assets represent the Company’s right to use the leased property,

and lease liabilities represent the obligation to make lease payments. Lease liabilities are measured at the present value of fixed lease

payments using the U.S. three-year treasury yield, as the interest rate implicit in the lease is not readily determinable. Variable payments,

such as maintenance, utilities, and real estate taxes, are expensed as incurred.

The Company elected the practical expedients available

under GAAP, including not reassessing lease classification or initial direct costs for existing leases, using hindsight in determining

the lease term, and not separating lease and non-lease components. The Company also elected not to recognize leases with an initial term

of 12 months or less on the balance sheet, instead expensing the payments on a straight-line basis. The Company is not a lessor in any

arrangements.

Impairment of Long-Lived Assets

Long-lived assets (e.g., property and equipment,

net, patents and intangible assets, and ROU assets) to be held and used are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss for long-lived assets that

management expects to hold and use is based on the differences, if any, between the book and fair value of the asset.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities

are carried at cost, which approximates the fair value of the consideration to be paid in the future for services received, due to the

short-term nature of these liabilities.

Revenue Recognition

The Company recognizes revenue when a

customer obtains control of a promised good, in an amount that reflects the consideration the Company expects to receive in exchange

for the goods provided. The Company performs the following steps to determine revenue recognition: (1) identify the

contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction

price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when

or as the entity satisfies a performance obligation.

Revenue is recognized when (or as) the Company

satisfies performance obligations under the terms of a contract. Depending on the terms of the arrangement, the Company may defer the

recognition of all or a portion of the consideration received as the performance obligations are satisfied.

Product sales, net

The Company generates revenue primarily from sales

of AZSTARYS® in the U.S. Revenue is recognized at the point in time when control is transferred to the customer (i.e., customer delivery)

at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government rebates,

chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts.

GTN sales adjustments involve significant estimates

and judgment after considering factors including legal interpretations of applicable laws and regulations, historical experience and drug

product analogs in the absence of Company experience, payer channel mix, current contract prices under applicable programs, unbilled claims

and processing time lags and inventory levels in the distribution channel. Management also uses information from external sources to identify

prescription trends, patient demand, average selling prices, discarded volumes and sales return and

allowance data for the Company and analog drug products. The Company’s estimates are subject to inherent limitations of estimates

that rely on third-party information, as certain third-party information was itself in the form of estimates and reflect other limitations

including lags between the date as of which third-party information is generated and the date on which the Company receives third- party

information. Estimates will be assessed each period and adjusted as required to revise information or actual experience.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Specific considerations around the Company’s GTN sales adjustments

are as follows:

Distribution services fees: The Company pays distribution service fees to its distributor. These fees are a contractually fixed percentage of gross sales and are calculated at the time of sale.

Prompt pay and other discounts: The Company provides product discounts, such as prompt pay discounts. These fees are a contractually fixed percentage of gross sales and are calculated at the time of sale based on historical payment trends. The Company may also give other discounts to its customers to incentivize purchases and promote customer loyalty. The terms of such discounts may vary by customer.

Rebates and Chargebacks: The Company estimates reductions to product sales for discount obligations under Medicaid and Tricare programs, as well as certain other qualifying federal and state government programs, and other group purchasing organizations. The Company estimates these reductions based upon the Company’s contracts with government agencies and other organizations, contractually defined discounts and estimated payor mix.

Co-pay assistance: The Company offers a co-payment assistance program to eligible patients to reduce the patient’s out of pocket costs. The Company will buy down the difference between the amount of the eligible patient’s co-pay when the drug is purchased at the pharmacy at a determined price. The Company estimates the amount of co-payment assistance based on the expected number of claims and related cost that is associated with the revenue being recognized for product that remains in the distribution channel at the end of each reporting period.

Product Returns: Consistent with industry practice, the Company offers customers a limited right of return for product that has been purchased from the Company based on the product’s expiration date, which is set to lapse within a specified period stated in the contract. Additionally, this limited right of return policy allows for eligible returns from customers in circumstances where product was shipped in error or was damaged in shipping, or product was returned pursuant to an official drug recall.

Chargebacks and discounts are recognized as a

reduction in accounts receivable or as accrued expenses based on their nature and settled through the issuance of credits or through cash

payments, respectively. All other returns, rebates, and incentives are reflected as accrued expenses and settled through cash payments

to the customer.

Cost of Product Sales

Cost of product sales primarily includes costs

relating to the manufacture of AZSTARYS® (from third-party and related-party providers of manufacturing), distribution and logistics.

Research and Development Expenses

Research and development expenses primarily comprise

development costs, contract services, consultants, and other outside costs. Research and development costs are charged to expense when

incurred.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Commercial and Marketing Expenses

Commercial and marketing expenses consist primarily

of salaries and benefits for sales personnel, professional and consulting fees, administrative travel expenses, and marketing and advertising

costs such as marketing literature, promotional activities, conferences and seminars and branding. Commercial, marketing, and advertising

costs are expensed as incurred. The Company considers advertising costs as expenses related to the promotion of the Company’s commercial

products. For the years ended December 31, 2025 and 2024, advertising expenses were approximately $1.8 million and $5.9 million,

respectively.

Income Tax

The Company is a limited liability company; and,

under limited liability company rules, substantially all income tax liabilities flow through to its members. Accordingly, all income or

loss and applicable tax credits are reported on the member individual income tax returns. The Company’s incorporated entities utilize

the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and

the tax basis of assets and liabilities arise from temporary difference between the tax basis of an asset or liability and its reported

amount in the consolidated financial statements, as well as from net operating loss carryforwards. Deferred tax amounts are measured using

enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has primarily incurred annual

operating losses since inception, and accordingly it is not more likely than not that the Company will realize a tax benefit from its

deferred tax assets and as such, it has recorded a full valuation allowance.

NOTE B - FAIR VALUE MEASUREMENTS

The Company’s financial assets that are

measured at fair value on a recurring basis as of December 31, 2025 and 2024, by level within the fair value hierarchy, are as follows

(in thousands):

December 31, 2025

Level 1

Level 2

Level 3

Total

Financial assets:

Money market funds

$ 10,000

$ -

$ 10,000

Total financial assets

$ 10,000

$ -

$ 10,000

December 31, 2024

Level 1

Level 2

Level 3

Total

Financial assets:

Money market funds

$ 10,000

$ -

$ 10,000

Total financial assets

$ 10,000

$ -

$ 10,000

The Company classifies its money market fund as

a Level 1 asset under the fair value hierarchy, as this asset has been valued using quoted market prices for identical assets in active

markets without any valuation adjustment.

The Company did not have any Level 2 or 3 assets or liabilities as

of December 31, 2025 and 2024.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

NOTE C - INVENTORY

As of December 31, 2025 and 2024, respectively, inventory consisted

of the following (in thousands):

December 31,

2025

2024

Raw materials

$ 14,253

$ 3,785

Work in process

15,110

24,214

Finished goods

10,218

7,145

Inventory reserve

(1,353 )

Total inventory

$ 39,581

$ 33,791

As of December 31, 2025 and 2024, all of

the Company’s finished goods inventory was held at a third-party logistics provider, and raw materials and work in process goods

were held at a third-party manufacturing provider.

The Company’s inventory is mostly comprised

of AZSTARYS® product. The Company’s inventory reserve at December 31, 2024 related to on hand ADLARITY® finished goods.

The net inventory value related to ADLARITY® product was $0 and $0.2 million as of December 31, 2025 and 2024, respectively.

NOTE D - PATENTS, INTANGIBLES, AND OTHER ASSETS, NET

As of December 31, 2025 and 2024, respectively,

patents, intangible assets, and other assets and related accumulated amortization consisted of the following (in thousands):

December 31,

2025

2024

Licenses

$ 20,000

Patents

1,454

Trademarks

Accumulated amortization

(5,631 )

(5,311 )

Total patents, intangibles, and other assets, net

$ 14,369

$ 16,230

The Company’s total patent, intangibles,

and other assets balance primarily relates to AZSTARYS® licenses. As of December 31, 2025, the weighted average amortization

period for issued licenses was 11.9 years.

Amortization of issued licenses, patents, and

trademarks was $1.3 million and $1.3 million for the years ended December 31, 2025 and 2024, respectively, and is included within

general and administrative expenses on the Consolidated Statement of Operations and Comprehensive Loss.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

The estimated remaining annual amortization expense

for issued licenses and patents for each of the five succeeding fiscal years, and thereafter, are as follows (in thousands)

Year Ending December 31,

2026

$ 1,202

2027

1,202

2028

1,202

2029

1,202

2030

1,202

Thereafter

8,358

Total

$ 14,369

The Company recognized impairment expense of $0.6

million for the year ended December 31, 2025 related to patents and trademarks for the ADLARITY® product. Total net patents,

intangibles, and other assets related to ADLARITY® were $0 and $0.7 million as of December 31, 2025 and 2024, respectively.

NOTE E - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

At December 31, 2025 and 2024, accrued expenses

and other current liabilities consisted of the following (in thousands):

December 31,

2025

2024

Accrued employee compensation

$ 6,606

$ 7,831

Accrued GTN

90,509

91,830

Accrued interest

1,025

1,323

Accrued other

1,356

2,947

Total accrued expenses and other current liabilities

$ 99,496

$ 103,931

NOTE F - TERM DEBT

Term Loan

The Company entered into a term loan and security

agreement (the “Term Loan”) with third-party lenders providing up to $235.0 million in borrowings. The loan is secured by

substantially all of the Company’s assets and matures on September 1, 2026. Advances under the term loan accrue interest at

the greater of the prime rate plus 5.70% or 8.95% per annum.

The Term Loan includes prepayment provisions and

an end-of-term charge, both of which are recognized over the term of the loan as interest expense. The loan has been amended multiple

times to reflect changes in advance availability, prepayment requirements, and certain financial reporting and revenue covenants.

On February 28, 2025, the Company entered

into the sixth amendment to the Term Loan, under which lenders waived a default related to minimum revenue shortfalls for the period August 31,

2024 through January 31, 2025. The amendment also revised prepayment terms, requiring a $20.0 million prepayment of the $115.0 million

outstanding Term Loan advances and $2.6 million for end-of-term charges and prepayment fees. The minimum revenue covenant

was replaced by a minimum quarterly prescription volume requirement and a quarterly minimum EBITDA requirement.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Additionally, the Company is required to prepay

portions of the Term Loan advances upon certain licensing transactions, including $5.0 million (plus interest and end-of-term charges)

within seven days of upfront sublicense payments or 30 days after execution, with certain fees waived. In addition, up to $12.5 million

(plus interest and charges) must be prepaid from gross income (as defined) received under the Adlarity license agreement. No such prepayments

had been triggered as of the report date.

The following table summarizes the composition

of debt as reflected on the balance sheet at December 31, 2025 and 2024 (in thousands):

December 31,

2025

2024

Term loan

$ 95,000

$ 115,000

Unamortized debt discount and issuance costs

(608 )

(1,431 )

Accrued end of term charge

6,381

5,812

Total term debt, net

$ 100,773

$ 119,381

The Company initially recognized total debt discount

and debt issuance costs of $1.6 million and $2.3 million, respectively, related to the Term Loan. The debt discount and debt issuance

costs are amortized over the life of the Term Loan using the straight-line method and are recorded as interest expense on the Consolidated

Statement of Operations and Comprehensive Loss. Management believes total amortization expense under the straight-line method does not

differ materially from the effective interest method. The Company recorded $0.8 million and $0.8 million in amortization for the years

ended December 31, 2025 and 2024, respectively.

NOTE G - COMMITMENTS AND CONTINGENCIES

The Company may be subject to legal proceedings

and litigation arising in the ordinary course of business. The Company will record a liability when it believes that it is both probable

that a loss has been incurred and the amount can be reasonably estimated. The Company expects to periodically evaluate developments in

its legal matters that could affect the amount of liability that it has previously accrued, if any, and make adjustments as appropriate.

Significant judgment is required to determine both the likelihood and the estimated amount of, a loss related to such matters, and the

Company's judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any such

matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such amounts

could be material. Management is not aware of any legal matters in which the final disposition is expected to have a material effect on

the business.

NOTE H - LEASES

As of December 31, 2025, the Company leases

812 square feet of office space in Cambridge, Massachusetts that serves as the Company’s headquarters (the “Lease”)

under an agreement classified as an operating lease, which commenced on November 1, 2024 and expires on October 31, 2029. Base

rent over the initial term is approximately $0.4 million. Future minimum lease payments under the lease as of December 31, 2025,

are approximately $0.3 million.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Operating lease costs for the years ended December 31,

2025 and 2024 were $0.7 million and $0.4 million, respectively.

NOTE I - MEMBERS’ CAPITAL

The Company has a singular class of member interest

which entitles the holder to share in the profits and losses and receive distributions related to the Company’s operations. The

Members will have no liability for any obligations or liabilities of the Company, solely by reason of being a member of the Company, unless

such obligations or liabilities are expressly assumed by the Member in writing.

Members’ Capital Activity

For the years ended December 31, 2025 and

2024, Member Contributions totaled $92.7 million and $424.3 million, respectively. Of the total Member Contributions received during 2024,

$287.8 million related to the conversion of the related party promissory note and $136.5 million related to cash contributions.

NOTE J - REVENUE RECOGNITION

Product Sales, Net

The following table reconciles gross product sales to net product sales

(in thousands):

December 31,

2025

2024

Product sales, gross

$ 357,820

$ 356,912

GTN adjustments

(244,248 )

(277,357 )

Total product sales, net

$ 113,572

$ 79,555

Net product sales primarily relate to sales of

AZSTARYS®. Net product sales of ADLARITY® for the years ended December 31, 2025 and 2024 were $0.3 million and $1.4 million,

respectively.

NOTE K - LONG-TERM INCENTIVE PLANS & STOCK BASED COMPENSATION

Cash-Based Awards

The Company recognizes compensation expense for

cash-based awards under an LTIP Executive Plan as the service required for vesting and payment of the awards is performed. Expense and

liability balances are recognized in accordance with the vesting schedule included within the executed plan agreement. For the years ended

December 31, 2025 and 2024, the Company recognized compensation (income) / expense of $0.2 million and $(0.8) million, respectively,

and as of December 31, 2025 and 2024 the Company had a total outstanding liability of $0.3 million and $0.7 million, respectively,

related to the cash-based awards.

2024 Equity Incentive Plan

On December 17, 2024, the Company’s

board of managers approved the adoption of the 2024 Equity Incentive Plan, which provides the grant of incentive units (i.e., equity-based

profit-sharing awards). All awards may be granted to eligible employees (including officers and directors), consultants, or other service

providers of the Company and entitle holders to participate in future appreciation of the Company’s equity above a specified participation

threshold (the grant-date fair value of the Company’s equity). Under the 2024 Equity Incentive Plan, the maximum number

of incentive units which can be granted is 1,000,000. As of December 31, 2025, 885,000 units have been issued and 115,000 units have

been reserved for future grants.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

2023 Equity Incentive Plan

On July 17, 2023, the Company’s board

of managers approved the adoption of the 2023 Equity Incentive Plan, which provides the grant of stock option units, RSUs, and other equity-based

awards. All awards may be granted to eligible employees (including officers and directors) of the Company or a Parent or subsidiary of

the Company. Under the 2023 Equity Incentive Plan, the maximum number of units which can be granted is 869,565. As of December 31,

2025, 238,253 units have been reserved for future grants. The exercise prices for all award unit types are defined further below.

Equity-Based Awards - Stock Option Units

As noted above, the 2023 Equity Incentive Plan

includes the ability to grant equity-based awards to eligible employees. A summary of stock option unit activity under the plan during

the years ended December 31, 2025 and 2024 is as follows:

Weighted

Average

Stock Option

Weighted

Remaining

Units

Average Fair

Contractual

Outstanding

Value

Life (Years)

Balance - December 31, 2023

243,795

$ 67.34

6.56

Options granted

8,217

69.30

Options forfeited

(95,202 )

67.36

Balance - December 31, 2024

156,810

$ 67.44

5.59

Options granted

478,000

10.21

Options forfeited

(157,400 )

66.44

Balance - December 31, 2025

477,410

$ 10.39

6.09

Options vested and expected to vest - December 31, 2025

477,410

$ 10.39

6.09

The weighted average fair value of stock option

units granted was $10.21 and $69.30 for fiscal years 2025 and 2024, respectively. The Company estimated the fair value of stock option

units granted during fiscal years 2025 and 2024 using the Black-Scholes option pricing model. The fair value of the employee stock option

units was estimated using the following assumptions:

December 31,

2025

2024

Expected term (years)

4.18

4.05

Risk-free interest rate

4.21 %

4.08 %

Expected volatility

86.41 %

83.62 %

Expected dividend yield

0 %

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

The unrecognized compensation expense related

to the stock option units was $5.2 million as of December 31, 2025. As the stock option units contain a performance condition that

was not probable as of December 31, 2025 and 2024, the Company did not record stock-based compensation expense for such awards.

Equity-Based Awards - RSUs and PRSUs

A summary of RSU and performance RSU activity

under the plan during the years ended December 31, 2025 and 2024 is as follows:

Restricted

Stock Units

Outstanding

Balance - December 31, 2023

243,795

$ 109.53

6.56

RSUs and PRSUs granted

8,216

109.53

RSUs and PRSUs forfeited

(79,896 )

109.53

Balance - December 31, 2024

172,115

109.53

5.58

RSUs and PRSUs granted

RSUs and PRSUs forfeited

(18,213 )

109.53

Balance - December 31, 2025

153,902

109.53

4.59

RSUs vested and expected to vest - December 31, 2025

153,902

$ 109.53

4.59

The weighted average fair value of RSUs and PRSUs

granted was $109.53 for fiscal year 2024. There were no RSUs or PRSUs granted in fiscal 2025. The Company estimated the fair value of

both award units granted during fiscal years 2025 and 2024 using an Intrinsic Value pricing model. The fair value of award units will

be amortized on a straight-line basis over the requisite service period of the awards, however, the awards include a liquidity event performance

criterion to become fully vested.

The unrecognized compensation expense related

to the RSUs and PRSUs was $5.1 million as of December 31, 2025. As the RSUs and PRSUs contain a performance condition that was not

probable as of December 31, 2025 and 2024, the Company did not record stock-based compensation expense for such awards.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

NOTE L - OTHER (EXPENSES)

Interest Expense

The components of Interest expense for the years

ended December 31, 2025 and 2024 are as follows (in thousands):

December 31,

2025

2024

Amortization of debt discount and debt issuance costs

$ (823 )

Debt fees

(2,219 )

(1,863 )

Interest expense

(13,079 )

(16,383 )

Total interest expense

$ (16,120 )

$ (19,069 )

Other Income (Expense)

The components of other income (expense) for the

years ended December 31, 2025 and 2024 are as follows (in thousands):

December 31,

2025

2024

Licensing revenue - upfront payment

$ 2,000

$ 3,000

Related party settlement gain

4,579

Related party settlement payment

(14,582 )

(3,750 )

Other related party (expense)

(1,414 )

Other income

534

127

Total other income (expense)

$ (12,048 )

$ 2,542

NOTE M - RELATED PARTY TRANSACTIONS

During the years ended and December 31, 2025

and 2024, the Company had the following related party transactions:

Corium Innovations, Inc.

The Company and Corium Innovations, Inc.

(herein referred to as “Innovations”) operate as separate entities but continue to operate as related parties. Activity between

the two entities consisted of joint business operation efforts in the production and sales cycle of ADLARITY®, which led to both parties

incurring and paying for expenses on behalf of one another.

On March 31, 2024, the Company entered into

an Amended and Restated Manufacturing and Commercialization Agreement (the “Amended Supply Agreement”) with Innovations. Concurrently,

the Company entered into the Settlement Framework and Release dated March 31, 2024 (the “Release”). The parties agreed

that all previous claims under an original supply agreement were released. In connection with the Release, the Company made an upfront

payment of $17 million on April 4, 2024, to settle $21.6 million in net related party payables outstanding, which resulted in a $4.6

million gain which was recorded within other income. Additionally, the Company agreed to pay additional milestone payments totaling $45

million over a period of three years (i.e., 2025 - 2027) with $3.75 million payable each quarter beginning with the calendar quarter commencing

on January 1, 2025. The milestone payments are contingent upon Innovations delivering product inventory with an aggregate value of

$3.75 million in that quarter. Accordingly, to the extent the milestone payment exceeds the cost of the inventory received, the excess

will be recognized as expense in the period in which the inventory is delivered or when the related obligation becomes probable and reasonably

estimable.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Additionally, as part of the Settlement Framework

and Release, the Company entered into the Adlarity License Agreement under which the Company granted Innovations the rights to develop,

manufacture, and commercialize Adlarity.

Related Party Service Providers

In July 2024, the Company contracted with

a related party for operational and management support services (“Related Party 1”). The President of the Related Party Service

Provider is the President of the Company. The contract between the Company and Related Party, inclusive of pricing and term duration,

was executed and is managed by an independent Board Committee that excludes the related parties.

In July 2024, the Company contracted with

a related party service provider for differentiated patient access copay solutions and data warehousing and commercial analytics services

(“Related Party 2”). The CEO of the Related Party Service Provider is the President of the Company. All contract-related decisions,

including pricing and term duration, were executed and are managed by an independent Board Committee that excluded the related parties.

The contract was verified and approved by the Board Committee that excludes the related parties.

The following table summarizes the Company’s related party accounts

payable balances (in thousands):

December 31,

2025

2024

Accounts payable - Innovations

$ 3,750

Accounts payable - Related Party 1

364

1,731

Accounts payable - Related Party 2

2,767

1,190

Total related party accounts payable

$ 6,881

$ 6,671

The following table summarizes the Company’s related party accrued

expenses balances (in thousands):

December 31,

2025

2024

Accrued facility charges - B Flexion

$ 186

$ 128

Accrued expenses - Related Party 1

500

Accrued expenses - Related Party 2

Total related party accrued expenses

$ 737

$ 128

Related Party Promissory Note

On March 31, 2024, the Company entered into

a Contribution and Subscription Agreement (the “Subscription Agreement”) with related party investors. Pursuant to the terms

of the Subscription Agreement, the investors agreed to contribute an outstanding promissory note to the Company in exchange for common

units. As a result of the exchange, all obligations under the promissory note were deemed to be paid in full. As such, as of December 31,

2024, the principal balance outstanding under the Promissory Note was $0.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

NOTE N - EMPLOYEE BENEFIT PLAN

The Company has a 401(k) retirement plan

(the “401(k) Plan”) that covers substantially all employees. The Company may provide a discretionary match with a maximum

amount of 4% of the participants’ compensation, which vests immediately. For the years ended December 31, 2025 and 2024, the

Company made the following matching contributions under the 401(k) Plan:

December 31,

2025

2024

401(k) contributions

$ 880

$ 1,932

NOTE O - TAX PROVISION

Loss before income taxes consisted of the following:

December 31,

2025

2024

Pretax income (loss):

$ (17,886 )

$ (7,794 )

Foreign

(24,441 )

(145,359 )

Loss before income taxes

$ (42,327 )

$ (153,153 )

The benefit from income taxes in the accompanying consolidated financial

statements is comprised of the following:

December 31,

2025

2024

Current tax expense:

Federal

$ 49

$ (319 )

State

(14 )

Foreign

1,008

Total current tax expense

$ 67

$ 675

Deferred tax expense:

Federal

$ -

State

Foreign

Total deferred tax expense

$ -

Total tax expense

$ 67

$ 675

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

The Company's effective tax rate for tax years

of (0.2%) for 2025 and (0.4%) for 2024 differs from the statutory federal income tax rate of 21%, primarily as a result of change in valuation

allowance and foreign tax rate difference.

The tax effects of temporary differences and carryforwards

that give rise to significant portions of deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in

thousands):

December 31,

2025

2024

Deferred tax assets:

Net operating loss carryforward

$ 115,116

$ 103,289

Section 163(j) interest limitation

12,600

10,641

Reserves and accruals

781

1,241

Research and development credits

12,678

Section 174 R&D

2,286

3,317

Other

449

Total deferred tax assets

$ 143,542

$ 131,615

Deferred tax liabilities:

Other

(108 )

(128 )

Valuation allowance

(143,434 )

(131,487 )

Net deferred taxes

$ -

At December 31, 2025, the Company had net

operating loss carryforwards for federal, state and foreign income tax purposes of $200.3 million, $12.6 million and $492.9 million, respectively.

The federal net operating loss carryforwards will carry forward indefinitely, the state net operating losses will begin to expire in 2029,

and the foreign net operating losses will begin to expire in 2026, if not utilized.

Realization of deferred tax assets is dependent

upon future taxable income, the existence and timing of which is uncertain. Based on the Company's history of losses, management has determined

it cannot conclude that it is more likely than not that the deferred tax assets will be realized and accordingly has placed a full valuation

allowance on the domestic and foreign net deferred tax assets. The valuation allowance increased $11.9 million in 2025 primarily driven

by increased taxable losses in the US and Switzerland.

At December 31, 2025, the Company had federal

and state tax credit carryforwards of $ 9.1 million and $4.5 million, respectively, available to reduce future taxable income, if any,

for income tax purposes. The federal tax credit carryforwards begin to expire in 2036, and state tax credit carryforwards have no expiration

date.

The Company has not conducted a study of its research

and development credit carryforwards. A study may result in an adjustment to the Company’s research and development credit carryforwards;

however, until a study is completed, and any adjustment is known, no amounts will be presented as an uncertain tax position. A full valuation

allowance has been recorded against the Company’s research and development credit carryforwards and, if an adjustment is required,

this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance

sheets or statements of operations and comprehensive loss at this time, if an adjustment were required.

Corium Therapeutics Holdings, LLC

NOTES TO THE FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED

December 31, 2025 and 2024

Under Section 382 of the U.S. Internal Revenue

Code of 1986, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-change net operating loss

carryforwards to offset its post-change income and taxes may be limited. In general, an ownership change occurs if there is a 50 percent

cumulative change in ownership of the Company over a rolling three-year period. Similar rules may apply under U.S. state tax laws.

Accordingly, the Company's ability to utilize net operating losses and tax credit carryforwards may be significantly limited in the future

as a result of such an ownership change.

The Company did not have any material unrecognized tax benefits (“UTBs”)

at December 31, 2025 or 2024.

It is the Company's policy to include penalties

and interest expense related to income taxes as a component of other expense and interest expense, as necessary. There was no interest

expense or penalties related to the UTBs recorded through December 31, 2025.

The Company files income tax returns in the U.S.

federal jurisdiction, in various states and in Switzerland. The Company is currently under IRS audit for tax years ending September 30,

2022 and October 14, 2022, both are ongoing. Tax years ending December 31, 2022 through December 31, 2025 remain open to

examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain

open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited

in subsequent years when utilized.

NOTE P - SUBSEQUENT EVENTS

The Company evaluated subsequent events after

December 31, 2025 through to May 11, 2026, the date that the accompanying consolidated financial statements were available to

be issued.

Zevra Settlement

On March 13, 2026, Commave reached a settlement

in its lawsuit against Zevra Therapeutics, Inc (“Zevra”). As part of this settlement, Commave purchased Zevra’s

serdexmethylphenidate (SDX) portfolio, including AZSTARYS® and KP1077, for $50 million. Commave made payments totaling $50 million

in March and April 2026 and will capitalize these payments as intangible assets on its balance sheet. Additionally, as part

of this settlement, Commave will no longer owe any future royalties or milestones to Zevra related to sales of AZSTARYS®.

Collegium Acquisition of AZSTARYS®

On March 19, 2026, Collegium Pharmaceutical, Inc.

(Nasdaq: COLL) (“Collegium”) and the Company announced a definitive agreement pursuant to which Collegium will acquire AZSTARYS

for $650 million in cash with the potential for additional milestone payments up to $135 million depending on future commercial and regulatory

milestones. The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in

the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory and Hart-Scott-Rodino approvals.

Member Contributions Subsequent to Year-End

Subsequent to the year ended December 31,

2025, the Company received additional cash contributions totaling $88 million in March and April 2026.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2618928d1_ex99-2.htm · Sequence: 5

Exhibit 99.2

Condensed Consolidated Financial Statements

Corium Therapeutics Holdings, LLC

For the quarterly period ended March 31, 2026

Contents

Page

Condensed Consolidated Financial Statements

Unaudited condensed consolidated

balance sheets

Unaudited condensed consolidated

statements of operations and comprehensive loss

Unaudited condensed consolidated

statements of changes in members’ capital

Unaudited condensed consolidated

statements of cash flows

Notes to the condensed

consolidated financial statements

Corium

Therapeutics Holdings, LLC

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In

Thousands)

March 31,

December 31,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$ 10,299

$ 13,886

Restricted cash

10,000

Accounts receivable, net

58,191

69,596

Inventory

36,853

39,581

Prepaid expenses and other current assets

7,667

8,153

Total current assets

123,010

141,216

Patents, intangible and other assets, net

63,747

14,369

Total assets

$ 186,757

$ 155,585

LIABILITIES AND MEMBERS' CAPITAL

Current liabilities

Accounts payable

$ 8,647

$ 10,624

Related party accounts payable

778

6,881

Accrued expenses and other current liabilities

83,023

99,496

Related party accrued expenses

7,489

737

Current portion of term debt, net

101,347

100,773

Total current liabilities

201,284

218,511

Long-term debt, net

Total liabilities

201,284

218,511

Members' capital

732,281

672,281

Accumulated deficit

(746,808 )

(735,207 )

Total members' capital

(14,527 )

(62,926 )

Total liabilities and members' capital

$ 186,757

$ 155,585

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Corium

Therapeutics Holdings, LLC

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS

AND COMPREHENSIVE LOSS

Three

Months Ended March 31,

(In

Thousands)

2026

2025

Product sales, net

$ 24,588

$ 19,338

Operating expenses

Cost of product sales

6,770

7,327

Research and development expenses

1,871

4,588

Commercial and marketing expenses

12,985

11,910

General and administrative expenses

7,515

7,757

Total operating expenses

29,141

31,582

Loss from operations

(4,553 )

(12,244 )

Other income (expense)

Interest income

260

431

Interest expense

(3,531 )

(4,808 )

Other expense

(3,777 )

(3,775 )

Loss before provision for income tax

(11,601 )

(20,396 )

Income tax expense

Net loss and comprehensive loss

$ (11,601 )

$ (20,425 )

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Corium

Therapeutics Holdings, LLC

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

Three

Months Ended March 31, 2026 and 2025

(In

Thousands)

Members'

Accumulated

Total Members'

Capital

Deficit

Capital

Balance as of December 31, 2024

$ 579,631

$ (692,813 )

$ (113,182 )

Capital contributions

21,650

Net loss

(20,425 )

Balance as of March 31, 2025

601,281

(713,238 )

(111,957 )

Balance as of December 31, 2025

672,281

(735,207 )

(62,926 )

Capital contributions

60,000

Net loss

(11,601 )

Balance as of March 31, 2026

$ 732,281

$ (746,808 )

$ (14,527 )

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Corium

Therapeutics Holdings, LLC

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three

Months Ended March 31,

(In

Thousands)

2026

2025

Cash flows from operating activities:

Net loss

$ (11,601 )

$ (20,425 )

Adjustments to reconcile net loss to net

cash flow provided by operating activities:

Depreciation and amortization

622

310

Non-cash interest expense

574

1,184

Changes in operating assets and liabilities:

Accounts receivable, net

11,405

(9,366 )

Inventory

2,728

(3,528 )

Prepaid expenses and other current assets

486

(238 )

Accounts payable

(1,977 )

13,516

Related party accounts payable

(6,103 )

1,305

Accrued expenses and other current liabilities

(21,473 )

(14,963 )

Related party accrued expenses

6,752

Net cash used in operating activities

(18,587 )

(32,201 )

Cash flows from investing activities:

Payments for patents and licensing rights

(45,000 )

Net cash flows used in investing activities

(45,000 )

Cash flows from financing activities:

Proceeds from capital contributions

60,000

21,650

Payments for borrowings on long-term debt

(21,650 )

Net cash flows provided by financing activities

60,000

NET DECREASE IN CASH AND CASH EQUIVALENTS

(3,587 )

(32,201 )

Cash and cash equivalents and restricted cash, beginning

of period

23,886

57,867

Cash and cash equivalents and restricted cash, end of

period

$ 20,299

$ 25,666

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 2,963

$ 3,809

Cash paid for income taxes

$ 176

$ 290

Supplemental disclosures of noncash investing activities:

Accrued purchases of intangible assets

$ 5,000

$ -

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Corium Therapeutics Holdings, LLC (“the

Company”) commercializes novel central nervous system (CNS) therapies. Its products are AZSTARYS® (an FDA- approved ADHD product)

and ADLARITY® (an FDA-approved Alzheimer’s product no longer actively commercialized by the Company). The Company operates

through two wholly owned subsidiaries: (i) Gurnet Holding Company and its subsidiary, Corium, LLC (“LLC”), and (ii) GPC

Commave Holding LLC and its subsidiary, Commave Therapeutics SA (“Commave”).

On May 12, 2026, Collegium Pharmaceutical, Inc.

(Nasdaq: COLL) (“Collegium”) completed the acquisition of AZSTARYS. As a result of the acquisition by Collegium, the future

viability of both AZSTARYS and Commave are dependent on the operations and liquidity of its parent company.

Basis of Presentation

The accompanying condensed consolidated financial

statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The Company’s functional currency is the U.S. dollar.

Principles of Consolidation

These statements should be read in conjunction

with the condensed consolidated financial statements and notes thereto for the year ended December 31, 2025. The accompanying interim

condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts

and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements,

and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Concentration of Risk

Interest Rate Risk

Interest rate risk arises from movements in interest

rates which could have adverse effects on the Company's net loss or financial position. Changes in interest rates cause variations in

interest income and expenses on interest-bearing assets and liabilities. In regard to the Promissory Note and term loan, the interest

rates are variable and dependent upon market factors.

Other Concentrations of Risk

The Company distributes its products to wholesalers

through a single customer, which accounted for 99.6% and 96.8% of accounts receivable as of March 31, 2026 and December 31,

2025, respectively. The Company’s source of product revenue has been the sale of AZSTARYS® and ADLARITY®.

Raw materials procurement, manufacturing, and

shipment to the distributor is outsourced to two third-party vendors located in the United States. This includes the warehousing of raw

materials, work in process and finished goods before they are shipped to the distributor. Warehousing and distribution of finished goods

is outsourced to a single third-party customer located in the United States. Disruption in operations of third-party vendors involved

in the product manufacturing and distribution processes may have a material adverse impact on the Company’s operations and financial

results.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Cash and Cash Equivalents

The Company considers all highly liquid investments

with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash in bank deposit accounts which,

at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”)

up to $0.25 million per bank account. Accordingly, such balances in excess of the FDIC-guarantee limit of $0.25 million are uninsured.

The Company has not experienced any loss on these balances and believes the credit risk to be minimal.

Restricted Cash

At March 31, 2026 and December 31,

2025, restricted cash consisted of $10.0 million of cash serving as collateral for the Company’s term loan. A reconciliation of

the cash and cash equivalents and restricted cash as presented in the Company’s Consolidated Balance Sheet to the Company’s

Consolidated Statement of Cash Flows is as follows:

March 31,

December 31,

2026

2025

Cash and cash equivalents

$ 10,299

$ 13,886

Restricted cash

10,000

Cash and cash equivalents and restricted

cash

$ 20,299

$ 23,886

Fair Value of Financial Instruments

Certain financial assets and liabilities are

required to be measured and reported at fair value at each reporting period. Fair value is defined as the exchange price that would be

received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize

the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value includes:

Level 1 - quoted prices (unadjusted) in active markets for identical

assets or liabilities;

Level 2 - inputs other than quoted prices that are observable for

the asset or liability, either directly (for example, as prices) or indirectly (for example, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on

observable market data.

The carrying amounts of financial instruments

approximate their fair values at March 31, 2026 and December 31, 2025. The fair value of the term loan approximates fair value

given the variable interest rate, which incorporates current market rates as well as the borrower’s credit risk.

Accounts Receivable, Net

Trade accounts receivable represents amounts

due from the Company’s single distributor from product sales and are stated net of sales allowances for chargebacks, wholesaler

fees, and expected early prompt payment discounts. The Company’s payment terms are approximately 66 days. When determining allowances

for estimated credit losses, the Company analyzes accounts that are past due, the creditworthiness of the counterparty, current economic

conditions and, when sufficient historical data becomes available, actual credit losses incurred by the Company. As of March 31,

2026 and December 31, 2025, the Company did not record an allowance for expected credit losses. As of January 1, 2025, the

net accounts receivable balance was $38.2 million.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Inventory

The Company outsources the manufacturing of AZSTARYS®

to a third-party vendor. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in,

first-out (FIFO) method. When the net realizable value of inventory is lower than cost, an inventory reserve is established.

The Company analyzes its inventory levels on

a periodic basis to determine if any inventory is at risk of expiration prior to sale or has a cost basis that is greater than its estimated

future net realizable value. Any adjustments are recognized through cost of sales in the period in which they are incurred.

Patents and Intangible Assets

Intangible assets consist primarily of the cost

of acquired patents, trademarks, and legal costs associated with patent development and contract acquisition costs. These costs are capitalized

and amortized on a straight-line basis over the lesser of the estimated economic lives of the patents or the underlying contracts using

the remaining legal lives of the patents, which approximates the consumption over the estimated useful lives of the assets, once a patent

is granted. The Company periodically reevaluates the original assumptions and rationale utilized in the establishment of the carrying

value and estimated lives of these assets.

Impairment of Long-Lived Assets

Long-lived assets (e.g., property and equipment,

net, patents and intangible assets, and ROU assets) to be held and used are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of such assets may not be recoverable. Measurement of an impairment loss for long-lived assets that

management expects to hold and use is based on the differences, if any, between the book and fair value of the asset.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities

are carried at cost, which approximates the fair value of the consideration to be paid in the future for services received, due to the

short-term nature of these liabilities.

Revenue Recognition

The Company recognizes revenue when a customer

obtains control of a promised good, in an amount that reflects the consideration the Company expects to receive in exchange for the goods

provided. The Company performs the following steps to determine revenue recognition: (1) identify the contract(s) with a customer;

(2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction

price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation.

Revenue is recognized when (or as) the Company

satisfies performance obligations under the terms of a contract. Depending on the terms of the arrangement, the Company may defer the

recognition of all or a portion of the consideration received as the performance obligations are satisfied.

Product sales, net

The Company generates revenue primarily from

sales of AZSTARYS® in the U.S. Revenue is recognized at the point in time when control is transferred to the customer (i.e., customer

delivery) at the net selling price, which includes reductions for gross-to-net (“GTN”) sales adjustments such as government

rebates, chargebacks, distributor service fees, other rebates and administrative fees, sales returns and allowances and sales discounts.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

GTN sales adjustments involve significant estimates

and judgment after considering factors including legal interpretations of applicable laws and regulations, historical experience and

drug product analogs in the absence of Company experience, payer channel mix, current contract prices under applicable programs, unbilled

claims and processing time lags and inventory levels in the distribution channel. Management also uses information from external sources

to identify prescription trends, patient demand, average selling prices, discarded volumes and sales return and allowance data for the

Company and analog drug products. The Company’s estimates are subject to inherent limitations of estimates that rely on third-party

information, as certain third-party information was itself in the form of estimates and reflect other limitations including lags between

the date as of which third-party information is generated and the date on which the Company receives third- party information. Estimates

will be assessed each period and adjusted as required to revise information or actual experience.

Specific considerations around the Company’s GTN sales adjustments

are as follows:

· Distribution

services fees: The Company pays distribution service fees to its distributor. These fees

are a contractually fixed percentage of gross sales and are calculated at the time of sale.

· Prompt

pay and other discounts: The Company provides product discounts, such as prompt pay discounts.

These fees are a contractually fixed percentage of gross sales and are calculated at the

time of sale based on historical payment trends. The Company may also give other discounts

to its customers to incentivize purchases and promote customer loyalty. The terms of such

discounts may vary by customer.

· Rebates

and Chargebacks: The Company estimates reductions to product sales for discount obligations

under Medicaid and Tricare programs, as well as certain other qualifying federal and state

government programs, and other group purchasing organizations. The Company estimates these

reductions based upon the Company’s contracts with government agencies and other organizations,

contractually defined discounts and estimated payor mix.

· Co-pay

assistance: The Company offers a co-payment assistance program to eligible patients to reduce

the patient’s out of pocket costs. The Company will buy down the difference between

the amount of the eligible patient’s co-pay when the drug is purchased at the pharmacy

at a determined price. The Company estimates the amount of co-payment assistance based on

the expected number of claims and related cost that is associated with the revenue being

recognized for product that remains in the distribution channel at the end of each reporting

period.

· Product

Returns: Consistent with industry practice, the Company offers customers a limited right

of return for product that has been purchased from the Company based on the product’s

expiration date, which is set to lapse within a specified period stated in the contract.

Additionally, this limited right of return policy allows for eligible returns from customers

in circumstances where product was shipped in error or was damaged in shipping, or product

was returned pursuant to an official drug recall.

Chargebacks and discounts are recognized as a

reduction in accounts receivable or as accrued expenses based on their nature and settled through the issuance of credits or through

cash payments, respectively. All other returns, rebates, and incentives are reflected as accrued expenses and settled through cash payments

to the customer.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Cost of Product Sales

Cost of product sales primarily includes costs

relating to the manufacture of AZSTARYS® (from third-party and related-party providers of manufacturing), distribution and logistics.

Research and Development Expenses

Research and development expenses primarily comprise

development costs, contract services, consultants, and other outside costs. Research and development costs are charged to expense when

incurred.

Commercial and Marketing Expenses

Commercial and marketing expenses consist primarily

of salaries and benefits for sales personnel, professional and consulting fees, administrative travel expenses, and marketing and advertising

costs such as marketing literature, promotional activities, conferences and seminars and branding. Commercial, marketing, and advertising

costs are expensed as incurred. The Company considers advertising costs as expenses related to the promotion of the Company’s commercial

products.

Income Tax

The Company is a limited liability company; and,

under limited liability company rules, substantially all income tax liabilities flow through to its members. Accordingly, all income

or loss and applicable tax credits are reported on the member individual income tax returns. The Company’s incorporated entities

utilize the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting

and the tax basis of assets and liabilities arise from temporary difference between the tax basis of an asset or liability and its reported

amount in the condensed consolidated financial statements, as well as from net operating loss carryforwards. Deferred tax amounts are

measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company has primarily

incurred annual operating losses since inception, and accordingly it is not more likely than not that the Company will realize a tax

benefit from its deferred tax assets and as such, it has recorded a full valuation allowance. Given these net operating losses, our effective

tax rate is zero.

NOTE B - FAIR VALUE MEASUREMENTS

The Company’s financial assets that are

measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, by level within the fair value hierarchy,

are as follows (in thousands):

March 31,

2026

Level

Total

Financial assets:

Money market funds

$ 10,000

$ -

$ 10,000

Total financial

assets

$ 10,000

$ -

$ 10,000

December 31,

2025

Level

Total

Financial assets:

Money market funds

$ 10,000

$ -

$ 10,000

Total financial

assets

$ 10,000

$ -

$ 10,000

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

The Company classifies its money market fund

as a Level 1 asset under the fair value hierarchy, as this asset has been valued using quoted market prices for identical assets in active

markets without any valuation adjustment.

The Company did not have any Level 2 or 3 assets

or liabilities as of March 31, 2026 and December 31, 2025.

NOTE C - INVENTORY

As of March 31, 2026 and December 31,

2025, respectively, inventory consisted of the following (in thousands):

March 31,

December 31,

2026

2025

Raw materials

$ 13,589

$ 14,253

Work in process

13,088

15,110

Finished goods

10,176

10,218

Total inventory

$ 36,853

$ 39,581

As of March 31, 2026 and December 31,

2025, all of the Company’s finished goods inventory was held at a third-party logistics provider, and raw materials and work in

process goods were held at a third-party manufacturing provider.

The Company’s inventory is entirely comprised of AZSTARYS®

product.

NOTE D - TERM DEBT

Term Loan

The Company entered into a term loan and security

agreement (the “Term Loan”) with third-party lenders providing up to $235.0 million in borrowings. The loan is secured by

substantially all of the Company’s assets and matures on September 1, 2026. Advances under the term loan accrue interest at

the greater of the prime rate plus 5.70% or 8.95% per annum.

The Term Loan includes prepayment provisions

and an end-of-term charge, both of which are recognized over the term of the loan as interest expense. The loan has been amended multiple

times to reflect changes in advance availability, prepayment requirements, and certain financial reporting and revenue covenants.

On February 28, 2025, the Company entered

into the sixth amendment to the Term Loan, under which lenders waived a default related to minimum revenue shortfalls for the period

August 31, 2024 through January 31, 2025. The amendment also revised prepayment terms, requiring a $20.0 million prepayment

of the $115.0 million outstanding Term Loan advances and $2.6 million for end-of-term charges and prepayment fees. The minimum revenue

covenant was replaced by a minimum quarterly prescription volume requirement and a quarterly minimum EBITDA requirement.

Additionally, the Company is required to prepay

portions of the Term Loan advances upon certain licensing transactions, including $5.0 million (plus interest and end-of-term charges)

within seven days of upfront sublicense payments or 30 days after execution, with certain fees waived. In addition, up to $12.5 million

(plus interest and charges) must be prepaid from gross income (as defined) received under the Adlarity license agreement. No such prepayments

had been triggered as of the report date.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

The following table summarizes the composition

of debt as reflected on the balance sheet at March 31, 2026 and December 31, 2025 (in thousands):

March 31,

December 31,

2026

2025

Term loan

$ 95,000

Unamortized debt discount and issuance costs

(402 )

(608 )

Accrued end of term charge

6,749

6,381

Total term debt, net

$ 101,347

$ 100,773

The Company initially recognized total debt discount

and debt issuance costs of $1.6 million and $2.3 million, respectively, related to the Term Loan. The debt discount and debt issuance

costs are amortized over the life of the Term Loan using the straight- line method and are recorded as interest expense on the Condensed

Consolidated Statement of Operations and Comprehensive Loss. Management believes total amortization expense under the straight-line method

does not differ materially from the effective interest method. The Company recorded $0.2 million and $0.2 million in amortization for

the three months ended March 31, 2026 and 2025, respectively.

NOTE E - COMMITMENTS AND CONTINGENCIES

The Company may be subject to legal proceedings

and litigation arising in the ordinary course of business. The Company will record a liability when it believes that it is both probable

that a loss has been incurred and the amount can be reasonably estimated. The Company expects to periodically evaluate developments in

its legal matters that could affect the amount of liability that it has previously accrued, if any, and make adjustments as appropriate.

Significant judgment is required to determine both the likelihood and the estimated amount of, a loss related to such matters, and the

Company's judgment may be incorrect. The outcome of any proceeding is not determinable in advance. Until the final resolution of any

such matters that the Company may be required to accrue for, there may be an exposure to loss in excess of the amount accrued, and such

amounts could be material. Management is not aware of any legal matters in which the final disposition is expected to have a material

effect on the business.

NOTE F - MEMBERS’ CAPITAL

The Company has a singular class of member interest

which entitles the holder to share in the profits and losses and receive distributions related to the Company’s operations. The

Members will have no liability for any obligations or liabilities of the Company, solely by reason of being a member of the Company,

unless such obligations or liabilities are expressly assumed by the Member in writing.

Members’ Capital Activity

For the three months ended March 31, 2026

and March 31, 2025, Member Contributions totaled $60.0 million and $21.7 million, respectively.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

NOTE G - REVENUE RECOGNITION

Product Sales, Net

The following table reconciles gross product sales to net product

sales (in thousands):

March 31,

2026

2025

Product sales, gross

$ 86,852

$ 79,255

GTN adjustments

(62,264 )

(59,917 )

Total product sales, net

$ 24,588

$ 19,338

Net product sales primarily relate to sales of

AZSTARYS®. Net product sales of ADLARITY® for the three months ended March 31, 2026 and 2025 were $0 and $0.3 million, respectively.

NOTE H - RELATED PARTY TRANSACTIONS

During the three months ended and March 31,

2026 and 2025, the Company had the following related party transactions:

Corium Innovations, Inc.

The Company and Corium Innovations, Inc.

(herein referred to as “Innovations”) operate as separate entities but continue to operate as related parties. Activity between

the two entities consisted of joint business operation efforts in the production and sales cycle of ADLARITY®, which led to both

parties incurring and paying for expenses on behalf of one another.

On March 31, 2024, the Company entered into

an Amended and Restated Manufacturing and Commercialization Agreement (the “Amended Supply Agreement”) with Innovations.

Concurrently, the Company entered into the Settlement Framework and Release dated March 31, 2024 (the “Release”). The

parties agreed that all previous claims under an original supply agreement were released. The Company agreed to pay additional milestone

payments totaling $45 million over a period of three years (i.e., 2025 - 2027) with $3.75 million payable each quarter beginning with

the calendar quarter commencing on January 1, 2025. The milestone payments are contingent upon Innovations delivering product inventory

with an aggregate value of $3.75 million in that quarter. Accordingly, to the extent the milestone payment exceeds the cost of the inventory

received, the excess will be recognized as expense in the period in which the inventory is delivered or when the related obligation becomes

probable and reasonably estimable.

Additionally, as part of the Settlement Framework

and Release, the Company entered into the Adlarity License Agreement under which the Company granted Innovations the rights to develop,

manufacture, and commercialize Adlarity.

Related Party Service Providers

The Company contracted with a related party for

operational and management support services (“Related Party 1”). The President of the Related Party Service Provider is the

President of the Company. The contract between the Company and Related Party, inclusive of pricing and term duration, was executed and

is managed by an independent Board Committee that excludes the related parties.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

The Company contracted with a related party service

provider for differentiated patient access copay solutions and data warehousing and commercial analytics services (“Related Party

2”). The CEO of the Related Party Service Provider is the President of the Company. All contract-related decisions, including pricing

and term duration, were executed and are managed by an independent Board Committee that excluded the related parties. The contract was

verified and approved by the Board Committee that excludes the related parties.

The following table summarizes the Company’s related party accounts

payable balances (in thousands):

March 31,

December 31,

2026

2025

Accounts payable - Innovations

$ -

$ 3,750

Accounts payable - Related Party 1

363

364

Accounts payable - Related Party 2

415

2,767

Total related party accounts payable

$ 778

$ 6,881

The following table summarizes the Company’s related party accrued

expenses balances (in thousands):

March 31,

December 31,

2026

2025

Accrued facility charges - B Flexion

$ -

$ 186

Accrued expenses - Innovations

3,750

Accrued expenses - Related Party 1

500

Accrued expenses - Related Party 2

3,739

Total related party accrued expenses

$ 7,489

$ 737

NOTE I - SUBSEQUENT EVENTS

The Company evaluated subsequent events after

March 31, 2026 through to June 18, 2026, the date that the accompanying unaudited condensed consolidated financial statements

were available to be issued.

Zevra Settlement

On March 13, 2026, Commave reached a settlement

in its lawsuit against Zevra Therapeutics, Inc (“Zevra”). As part of this settlement, Commave purchased Zevra’s

serdexmethylphenidate (SDX) portfolio, including AZSTARYS® and KP1077, for $ 50 million. This amount was capitalized as intangible

assets on the balance sheet. During the quarter ended March 31, 2026, Commave made payments totaling $45 million related to this

transaction, with the remaining $5 million accrued as of March 31, 2026. Subsequent to quarter end, in April 2026, Commave

made the additional $5 million payment. Additionally, as part of this settlement, Commave no longer owes any future royalties or milestones

to Zevra related to sales of AZSTARYS®.

Collegium Acquisition of AZSTARYS®

On May 12, 2026, Collegium Pharmaceutical, Inc.

(Nasdaq: COLL) (“Collegium”) completed the acquisition of AZSTARYS for $650 million in cash with the potential for additional

milestone payments up to $135 million depending on future commercial and regulatory milestones.

Corium Therapeutics Holdings,

LLC

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

Member Contributions Subsequent to Year-End

Subsequent to the quarter ended March 31, 2026, the Company received

additional cash contributions totaling $28 million in April 2026.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2618928d1_ex99-3.htm · Sequence: 6

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

Introduction

On May 12, 2026, Collegium Pharmaceutical, Inc.

(the “Company” or “Collegium”) completed the previously announced acquisition (the “Closing”) of (i) all

of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company (“GPC”)

from Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Corium” or “Commave Seller”), and

(ii) all of the issued and outstanding limited liability interests of Commave Sub, LLC, a Delaware limited liability company from

Corium, LLC, a Delaware limited liability company (“Corium Seller” and together with Commave Seller, the “Seller Parties”)

pursuant to an Equity Purchase Agreement (the “Purchase Agreement”) by and among the Company and Seller Parties dated March 19,

2026. Upon the Closing, the Company acquired AZSTARYS® (the “Acquisition”), a central nervous system stimulant prescription

medicine used for the treatment of Attention-Deficit/Hyperactivity Disorder, in people 6 years of age and older.

The aggregate consideration paid by the Company

at the Closing pursuant to the Purchase Agreement was approximately $655.6 million in cash (following customary adjustments for net working

capital, indebtedness, cash, and transaction expenses), which was funded by approximately $355.6 million of the Company’s existing

cash on hand and $300.0 million from a delayed draw term loan which is part of the syndicated credit facility announced by the Company

in December 2025 (the “Credit Facility”). The Acquisition and the Credit Facility are collectively referred to herein

as the “Transactions”. The Company paid $613.6 million in initial cash and placed into escrow $42 million to be potentially

released to the Seller Parties after determination of any adjustments related to finalization of certain net sales and returns matters

and when certain indemnification obligations lapse 18 months from the Closing. The Company may also pay Commave Seller up to $135.0 million

in additional cash consideration if AZSTARYS achieves certain future commercial and manufacturing milestones. The fair value of the potential

additional contingent consideration is $38.8 million, resulting in total consideration of approximately $694.4 million.

On December 23, 2025, the Company entered

into a Credit Agreement by and among the Company, the lenders from time to time party thereto and Truist Bank, as administrative agent

(the “Credit Agreement”). The Credit Agreement provides for (i) a $580.0 million term loan (the “Term Loan”),

(ii) $300.0 million of delayed draw term loan commitments (the “Delayed Draw Term Loan” or “DDTL”), and (iii) a

$100.0 million revolving credit facility (the “Revolver”) (collectively, the “Credit Facility”). The Credit Facility

is guaranteed by certain of the Company’s material subsidiaries and secured by substantially all of the assets of the Company and

such material subsidiaries. The debt discounts and issuance costs allocated to the Term Loan were recorded as a direct deduction of the

carrying amount of the Term Loan and are amortized over the term of the loan using the effective interest rate. The debt discounts and

issuance costs allocated to the Delayed Draw Term Loan were recorded to other noncurrent assets. When the Delayed Draw Term Loan is issued,

a proportionate amount of the capitalized cost will be reclassified as a direct deduction of the carrying amount of the issued Delayed

Draw Term Loan. The debt discounts and issuance costs allocated to the Revolver were recorded to other noncurrent assets and the deferred

debt issuance costs are amortized ratably over the term of the Revolver, regardless of whether there are any outstanding borrowings on

the Revolver. The Term Loan, Delayed Draw Term Loan and the Revolver will bear interest at an annual rate equal to the term Secured Overnight

Financing Rate (“SOFR”) plus a spread based on the Company’s First Lien Net Leverage Ratio (as defined in the Credit

Agreement) ranging from 2.75% to 3.75%. The Delayed Draw Term Loan and Revolver are also subject to fees on the undrawn amounts of 0.30%

to 0.50% per annum.

The unaudited pro forma condensed combined financial

information gives effect to the Transactions and has been prepared in accordance with Article 11 of Regulation S-X and should be

read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined financial

information gives effect to the accounting for the Transactions, including the pro forma adjustments intended to illustrate the estimated

effects of the Acquisition (the “Transaction Accounting Adjustments - Acquisition”) and accounting adjustments for the incurrence

of debt by the Company to fund the Acquisition (the “Transaction Accounting Adjustments - Financing”, and together with the

Transaction Accounting Adjustments - Acquisition, the “Adjustments”).

The unaudited pro forma condensed combined balance

sheet as of March 31, 2026 gives effect to the Acquisition as if it had been completed on March 31, 2026 and combines the unaudited

consolidated balance sheet of Collegium as of March 31, 2026 with the unaudited consolidated balance sheet of Corium as of March 31,

2026.

The unaudited pro forma condensed combined statement

of operations for the year ended December 31, 2025 and the unaudited pro forma condensed combined statement of operations for the

three months ended March 31, 2026 give effect to the Acquisition as if it had occurred on January 1, 2025, the first day of

the fiscal year 2025, and combines the historical results of Collegium and Corium. The unaudited pro forma combined statement of operations

for the fiscal year ended December 31, 2025 combines the audited consolidated statement of operations of Collegium for the year ended

December 31, 2025 and the audited consolidated statement of operations of Corium for the year ended December 31, 2025. The unaudited

pro forma condensed combined statement of operations for three-month period ended March 31, 2026 combines the unaudited consolidated

statement of operations of Collegium for the three-month period ended March 31, 2026 and the unaudited consolidated statement of

operations of Corium for the three-month period ended March 31, 2026.

The unaudited pro forma condensed combined financial

information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying

notes:

· The historical audited consolidated financial statements of Collegium as

of and for the fiscal year ended December 31, 2025, as included in the Company’s Annual Report on Form 10-K filed with

the Securities and Exchange Commission (“SEC”) on February 26, 2026;

· The historical unaudited condensed consolidated financial statements of Collegium

as of and for three months ended March 31, 2026, as included in the Company’s Quarterly Report on Form 10-Q filed with

the SEC on May 7, 2026;

· The historical audited consolidated financial statements of Corium as of

and for the fiscal years ended December 31, 2025 and 2024, included as Exhibit 99.1 in the Company’s Current Report on

Form 8-K/A to which this Exhibit 99.3 is attached; and

· The historical unaudited condensed consolidated financial statements of

Corium as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, included as Exhibit 99.2 in the

Company’s Current Report on Form 8-K/A to which this Exhibit 99.3 is attached.

Accounting for the Acquisition

The unaudited pro forma condensed combined financial

information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in

the United States of America (“GAAP”). Collegium has been treated as the acquirer for accounting purposes, and thus accounts

for the Acquisition as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations

(“ASC 805”). The total purchase price will be allocated to the tangible and intangible assets and liabilities acquired based

on their respective fair values. The acquired assets and assumed liabilities of Corium have been measured based on various preliminary

estimates using assumptions that the Company’s management believes are reasonable and based on currently available information.

Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma

condensed combined financial information.

Differences between these preliminary estimates

and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates

used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the

combined company’s future results of operations and financial position.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial

information appearing below does not consider any potential effects of changes in market conditions on revenues or expense efficiencies,

among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase

price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly

from the actual purchase price allocation that will be recorded upon completion of the accounting for the Acquisition.

The unaudited pro forma condensed combined financial

information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described

in the notes to the unaudited pro forma condensed combined financial information. The Adjustments reflect transaction accounting adjustments

related to the Acquisition, which is discussed in further detail below. Amounts presented reflect the accounting for the Acquisition by

Collegium. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport

to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have

occurred had the Acquisition been consummated on the dates assumed or to project the combined company’s consolidated results of

operations or consolidated financial position for any future date or period.

The Company did not acquire ADLARITY. The unaudited

pro forma financial information reflects the acquisition of AZSTARYS only. The results, assets, and liabilities of ADLARITY have been

excluded from the pro forma financial information, as further described in the notes thereto.

The accounting policies followed in preparing

the unaudited pro forma condensed combined financial statements are those used by Collegium as set forth in the audited historical

financial statements. The unaudited pro forma condensed combined financial statements reflect any material adjustments known at this

time to conform Corium’s historical financial information to Collegium’s significant accounting policies based on the

Company’s initial review and understanding of Corium’s summary of significant accounting policies from the date of the

Acquisition. These adjustments and reclassifications are based on management’s preliminary analysis. A more comprehensive

comparison and assessment will occur, which may result in additional differences being identified. Additionally, Collegium has

included certain reclassification adjustments for consistency in the financial statement presentation. See Note 2 for more

information.

Corium and Collegium have not had any historical

material relationship prior to the Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the

companies.

Collegium Pharmaceutical, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

As of March 31, 2026

(In thousands)

Historical

Collegium

(As Reported)

Historical

Corium

(As Adjusted)

Exclusion

of not

acquired

components

Transaction

Accounting

Adjustments -

Acquisition

Transaction

Accounting

Adjustments -

Financing

Pro Forma

Combined

(Note 2)

(Note 4)

(Note 6)

Assets

Current assets

Cash and cash equivalents

$ 268,648

$ 10,299

$ (8,308 )

(A)

$ (502,469 )

(B)

$ 300,000

(A)

$ 68,170

Marketable securities

153,105

—

(153,105 )

(B)

—

Accounts receivable, net

228,762

58,191

—

286,953

Inventory

42,741

36,853

—

35,300

(C)

—

114,894

Prepaid expenses and other current assets

32,562

15,774

—

48,336

Restricted cash

19,850

10,000

(10,000 )

(A)

—

19,850

Total current assets

745,668

131,117

(18,308 )

(620,274 )

300,000

538,203

Property and equipment, net

11,661

—

11,661

Operating lease assets

3,975

281

(281 )

(A)

—

3,975

Intangible assets, net

614,037

63,747

—

551,800

(D)

—

1,229,584

Restricted cash

1,058

—

1,058

Deferred tax assets

113,567

—

113,567

Other noncurrent assets

16,064

—

(4,981 )

(A)

11,083

Goodwill

145,925

—

74,636

(F)

—

220,561

Total assets

$ 1,651,955

$ 195,145

$ (18,589 )

$ 6,162

$ 295,019

$ 2,129,692

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

$ 6,828

$ 9,425

$ —

$ 16,253

Accrued liabilities

58,148

16,940

(3,750 )

(A)

32,941

(H)

—

104,279

Accrued rebates, returns and discounts

317,691

81,661

—

399,352

Current portion of term notes payable

32,625

101,347

(101,347 )

(A)

—

13,125

(A)

45,750

Current portion of operating lease liabilities

1,449

299

(299 )

(A)

—

1,449

Business combination consideration payable

17,565

—

17,565

Contingent consideration

—

12,767

(B)

—

12,767

Deferred revenue

667

—

667

Total current liabilities

434,973

209,672

(105,396 )

45,708

13,125

598,082

Term notes payable, net of current portion

531,723

—

281,894

(A)

813,617

Convertible senior notes

238,472

—

238,472

Operating lease liabilities, net of current portion

3,787

—

3,787

Deferred royalty obligation

121,634

—

121,634

Deferred revenue, net of current portion

8,944

—

8,944

Contingent consideration, net of current portion

—

26,009

(B)

—

26,009

Deferred tax liabilities, net

—

39,666

(E)

—

39,666

Total liabilities

1,339,533

209,672

(105,396 )

111,383

295,019

1,850,211

Shareholders’ equity:

Preferred stock

—

Common stock

—

Members’ capital

—

732,281

—

(732,281 )

(G)

—

Additional paid-in capital

621,743

—

621,743

Treasury stock

(222,510 )

—

(222,510 )

Accumulated other comprehensive loss

(219 )

—

(219 )

Accumulated deficit

(86,633 )

(746,808 )

86,807

(A)

627,060

(G) (H)

—

(119,574 )

Total shareholders’ equity (deficit)

312,422

(14,527 )

86,807

(105,221 )

—

279,481

Total liabilities and shareholders’ equity

$ 1,651,955

$ 195,145

$ (18,589 )

$ 6,162

$ 295,019

$ 2,129,692

See accompanying notes to the unaudited pro forma

condensed combined financial information

Collegium Pharmaceutical, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

Three months ended March 31, 2026

(in thousands)

Historical

Collegium

(As Reported)

Historical

Corium

(As Adjusted)

Exclusion

of not

acquired

components

Transaction

Accounting

Adjustments -

Acquisition

Transaction

Accounting

Adjustments -

Financing

Pro Forma

Combined

(Note 2)

(Note 5)

(Note 7)

Product revenues, net

$ 193,520

$ 24,588

$ —

$ 218,108

Cost of product revenues

Cost of product revenues (excluding intangible asset amortization)

20,801

6,770

—

27,571

Intangible asset amortization

55,473

622

—

11,852

(B)

—

67,947

Total cost of product revenues

76,274

7,392

—

11,852

—

95,518

Gross profit

117,246

17,196

—

(11,852 )

—

122,590

Operating expenses

Selling, general and administrative

86,350

20,500

(29 )

(A)

—

106,821

Research and development

—

1,249

—

1,249

Total operating expenses

86,350

21,749

(29 )

—

108,070

Income (loss) from operations

30,896

(4,553 )

(11,852 )

—

14,520

Interest expense

(15,862 )

(3,531 )

3,531

(A)

—

(4,932 )

(A)

(20,794 )

Interest income

3,706

260

(260 )

(A)

—

3,706

Other income (expense)

—

(3,777 )

3,750

(A)

—

(27 )

Income (loss) before income taxes

18,740

(11,601 )

7,050

(11,852 )

(4,932 )

(2,595 )

Provision for income taxes (benefit)

4,244

—

(1,742 )

(C)

(1,228 )

(B)

1,274

Net income (loss)

$ 14,496

$ (11,601 )

$ 7,050

$ (10,110 )

$ (3,704 )

$ (3,869 )

Earnings per share – basic

$ 0.45

$ (0.12 )

Weighted-average shares - basic

32,087,472

Earnings per share – diluted

$ 0.40

$ (0.12 )

Weighted-average shares - diluted

40,065,665

32,087,472

See accompanying notes to the unaudited pro forma

condensed combined financial information.

Collegium Pharmaceutical, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

Year ended December 31, 2025

(in thousands)

Historical

Collegium

(As Reported)

Historical

Corium

(As Adjusted)

Exclusion

of not

acquired

components

Transaction

Accounting

Adjustments -

Acquisition

Transaction

Accounting

Adjustments -

Financing

Pro Forma

Combined

(Note 2)

(Note 5)

(Note 7)

Product revenues, net

$ 780,567

$ 113,572

$ (341 )

(AA)

$ —

$ 893,798

Cost of product revenues

Cost of product revenues (excluding intangible asset amortization)

95,418

31,209

(605 )

(AA)

35,300

(BB)

—

161,322

Intangible asset amortization

221,892

1,255

(53 )

(AA)

47,410

(CC)

—

270,504

Total cost of product revenues

317,310

32,464

(658 )

82,710

—

431,826

Gross profit

463,257

81,108

317

(82,710 )

—

461,972

Operating expenses

Selling, general and administrative

284,803

83,950

(1,161 )

(AA)

32,941

(DD)

—

400,533

Research and development

—

11,882

—

11,882

Gain on fair value remeasurement of contingent consideration

(1,182 )

—

(1,182 )

Total operating expenses

283,621

95,832

(1,161 )

32,941

—

411,233

Income (loss) from operations

179,636

(14,724 )

1,478

(115,651 )

—

50,739

Interest expense

(82,312 )

(16,120 )

16,120

(AA)

—

(20,001 )

(A)

(102,313 )

Interest income

11,289

1,171

(1,171 )

(AA)

—

11,289

Loss on extinguishment of debt

(15,994 )

—

(15,994 )

Impairment expense

—

(606 )

606

(AA)

—

Other income (expense)

—

(12,048 )

14,582

(AA)

—

2,534

Income (loss) before income taxes

92,619

(42,327 )

31,615

(115,651 )

(20,001 )

(53,745 )

Provision for income taxes (benefit)

29,749

—

(22,014 )

(EE)

(4,960 )

(B)

2,842

Net income (loss)

$ 62,870

$ (42,394 )

$ 31,615

$ (93,637 )

$ (15,041 )

$ (56,587 )

Earnings per share – basic

$ 1.98

$ (1.78 )

Weighted-average shares - basic

31,706,429

Earnings per share – diluted

$ 1.73

$ (1.78 )

Weighted-average shares - diluted

39,701,693

31,706,429

See accompanying notes to the unaudited pro forma

condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The pro forma adjustments have been prepared as

if the Acquisition had been consummated on March 31, 2026, in the case of the unaudited pro forma condensed combined balance sheet,

and, in the case of the unaudited pro forma condensed combined statements of operations, as if the Acquisition had been consummated as

of the beginning of fiscal year 2025, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements

of operations.

The unaudited pro forma condensed combined financial

information has been prepared assuming the acquisition method of accounting in accordance with GAAP. Under this method, the acquired assets

and assumed liabilities will be recorded at their respective fair values. Any difference between the purchase price for the Acquisition

and the fair value of the identifiable net assets acquired (including intangibles) will be recorded as goodwill. The goodwill resulting

from the Acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. The pro formas are

based on preliminary accounting conclusions and are subject to potential revisions upon further analysis.

The Adjustments represent management’s estimates

based on information available as of the date of this Current Report on Form 8-K/A and are subject to change as additional information

becomes available and additional analyses are performed.

Under ASC 805, acquisition-related transaction

costs are not included as a component of consideration transferred but are accounted for as expenses in the period in which the costs

are incurred. Total transaction costs in connection with the acquisition are estimated to be approximately $38.0 million, which does not

include the impacts of any revenue, cost, or other operating synergies that may result from the acquisition or any related restructuring

costs that may be contemplated.

Collegium has performed a preliminary review to

identify any accounting policy differences between the accounting policies used in Corium’s financial statements and those of the

Company, where the impact was potentially material and could be reasonably estimated.

2. Reclassification Adjustments

During the preparation of the unaudited pro forma

condensed combined financial information, the Company reviewed available information related to the accounting policy and financial statement

presentation. As a result of that review, certain balances were reclassified from the Corium financial statements so that their presentation

would be consistent with that of the Company’s financial statements. These adjustments and reclassifications are based on management’s preliminary analysis.

The following table presents Corium’s adjusted unaudited balance

sheet as of March 31, 2026, to conform with that of Collegium (in thousands):

Corium’s Financial Statement Line Item

Collegium’s Financial Statement Line Item

Historical

Corium

(As Reported)

Reclassification

Adjustments

Notes

Corium’s

Adjusted

Balance

Sheet as of

March 31, 2026

Assets

Current assets

Cash and cash equivalents

$ 10,299

$ —

$ 10,299

Restricted cash

10,000

—

10,000

Accounts receivable, net

58,191

—

58,191

Inventory

36,853

—

36,853

Prepaid expenses and other current assets

7,667

8,107

(A) (F)

15,774

Total current assets

123,010

8,107

131,117

Operating lease assets

—

281

(A)

281

Patents, intangible and other assets, net

Intangible assets, net

63,747

—

63,747

Total assets

$ 186,757

$ 8,388

$ 195,145

Liabilities and members’ capital

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

$ 8,647

$ 778

(D)

$ 9,425

Related party accounts payable

778

(778 )

(D)

—

Accrued expenses and other current liabilities

Accrued liabilities

83,023

(66,083 )

(B) (C) (E) (F)

16,940

Accrued rebates, returns and discounts

—

81,661

(B)

81,661

Related party accrued expenses

7,489

(7,489 )

(E)

—

Current portion of term debt, net

Current portion of term notes payable

101,347

—

101,347

Current portion of operating lease liabilities

—

299

(C)

299

Total current liabilities

201,284

8,388

209,672

Long-term debt, net

Term notes payable, net of current portion

—

Total liabilities

201,284

8,388

209,672

Members’ capital

Shareholders’ equity:

Members’ capital

732,281

—

732,281

Accumulated deficit

(746,808 )

—

(746,808 )

Total members’ capital

Total shareholders’ equity

(14,527 )

—

(14,527 )

Total liabilities and members’ capital

Total liabilities and shareholders’ equity

$ 186,757

$ 8,388

$ 195,145

(A) Represents a reclassification of operating lease right-of-use asset from “Prepaid expenses and other current assets” to

“Operating lease assets” to conform to Collegium's financial statement line item.

(B) Represents a reclassification of reserves for gross to net adjustments from “Accrued expenses and other current liabilities”

to “Accrued rebates, returns and discounts” to conform to Collegium's financial statement line item.

(C) Represents a reclassification of operating lease liabilities from “Accrued expenses and other current liabilities” to

“Current portion of operating lease liabilities” to conform to Collegium’s financial statement line item.

(D) Represents a reclassification from “Related party accounts payable” to “Accounts payable” as the counterparty

is not considered to be a related party of the Company.

(E) Represents a reclassification from “Related party accrued expenses” to “Accrued liabilities” as the counterparty

is not considered to be a related party of the Company.

(F) Represents a reclassification of a contra-liability from "Accrued expenses and other current liabilities" to "Prepaid

expenses and other current assets" to conform to Collegium's financial statement presentation.

The following table presents Corium’s adjusted unaudited statement

of operations for the three months ended March 31, 2026 to conform with that of Collegium (in thousands):

Corium’s Financial Statement Line Item

Collegium’s Financial Statement Line Item

Historical

Corium

(As Reported)

Reclassification

Adjustments

Notes

Corium’s

Adjusted

Statement of

Operations for the

Three months ended

March 31, 2026

Product sales, net

Product revenues, net

$ 24,588

—

$ 24,588

Cost of product revenues

Cost of product revenues (excluding intangible asset amortization)

—

6,770

(A)

6,770

Intangible asset amortization

—

622

(B)

622

Total cost of product revenues

—

7,392

Gross profit

(7,392 )

17,196

Operating expenses

Cost of product sales

6,770

(6,770 )

(A)

—

General and administrative expenses

7,515

(7,515 )

(C)

—

Commercial and marketing expenses

12,985

(12,985 )

(C)

—

Research and development expenses

Research and development

1,871

(622 )

(B)

1,249

Selling, general and administrative

—

20,500

(C)

20,500

Total operating expense

Total operating expenses

29,141

(7,392 )

21,749

Loss from operations

Income (loss) from operations

(4,553 )

—

(4,553 )

Interest expense

(3,531 )

—

(3,531 )

Interest income

260

—

260

Other income (expense)

(3,777 )

—

(3,777 )

Loss before provision for income tax

Income (loss) before income taxes

(11,601 )

—

(11,601 )

Income tax expense

Provision for income taxes

—

Net loss and comprehensive loss

Net income (loss)

$ (11,601 )

—

$ (11,601 )

(A) Represents the reclassification from “Cost of product sales” to “Cost of product revenues (excluding intangible

asset amortization)” to conform to Collegium's financial statement line item.

(B) Represents the reclassification from “Research and development expenses” to “Intangible asset amortization”

to conform to Collegium's financial statement line item.

to “Selling, general and administrative” to conform to Collegium's financial statement line item.

The following table presents Corium’s adjusted unaudited statement

of operations for the year ended December 31, 2025 to conform with that of Collegium (in thousands):

Corium’s Financial Statement Line Item

Collegium’s Financial Statement Line Item

Historical

Corium

(As Reported)

Reclassification

Adjustments

Notes

Corium’s

Adjusted

Statement of

Operations for the

Year ended

December 31, 2025

Product sales, net

Product revenues, net

$ 113,572

—

$ 113,572

Cost of product revenues

Cost of product revenues (excluding intangible asset amortization)

—

31,209

(A)

31,209

Intangible asset amortization

—

1,255

(B)

1,255

Total cost of product revenues

—

32,464

Gross profit

—

(32,464 )

81,108

Operating expenses

Cost of product sales

31,209

(31,209 )

(A)

—

General and administrative expenses

35,938

(35,938 )

(C)

—

Commercial and marketing expenses

48,012

(48,012 )

(C)

—

Research and development expenses

Research and development

13,137

(1,255 )

(B)

11,882

Selling, general and administrative

—

83,950

(C)

83,950

Total operating expense

Total operating expenses

128,296

(32,464 )

95,832

Loss from operations

Income (loss) from operations

(14,724 )

—

(14,724 )

Interest expense

(16,120 )

—

(16,120 )

Interest income

1,171

—

1,171

Impairment expense

(606 )

—

(606 )

Other income (expense)

(12,048 )

—

(12,048 )

Loss before provision for income tax

Income (loss) before income taxes

(42,327 )

—

(42,327 )

Income tax expense

Provision for income taxes

—

Net loss and comprehensive loss

Net income (loss)

$ (42,394 )

—

$ (42,394 )

(A) Represents the reclassification from “Cost of product sales” to “Cost of product revenues (excluding intangible

asset amortization)” to conform to Collegium's financial statement line item.

(B) Represents the reclassifications from “Research and development expenses” to “Intangible asset amortization”

to conform to Collegium's financial statement line item.

to “Selling, general and administrative” to conform to Collegium's financial statement line item.

3. Preliminary Purchase Price Allocation and Related Adjustments

The Company expects to finalize its purchase price

allocation within one year of the Closing. In addition, the Company continues to analyze and assess relevant information necessary to

determine, recognize and record the purchase price, including the fair value of the contingent consideration and the fair values of the

assets acquired and liabilities assumed in the following areas: identifiable intangible assets, inventories, tax assets and liabilities,

and certain existing or potential reserves, such as those for legal or contract-related matters. The activities the Company is currently

undertaking include, but are not limited to, the following: review of acquired contracts and other contract-related and legal matters,

review and evaluation of accounting policies, tax positions, and other tax-related matters. The Company is using a third-party valuation

firm to assist management in determining the fair value of the contingent consideration and acquired tangible and identifiable intangible

assets. Accordingly, the preliminary recognition and measurement of assets acquired and liabilities assumed as of the Closing and the

resulting measurement effects on goodwill are subject to change and such changes may be material. Goodwill is calculated as the difference

between the preliminary estimate of fair value of the consideration transferred and the preliminary estimates of fair value assigned to

the assets acquired and liabilities assumed.

The Company is obligated to pay up to $135.0 million

subject to and conditioned upon the achievement of certain specified milestones. The fair value of the total consideration was approximately

$694.4 million, consisting of the following (in thousands):

Fair Value of Purchase Price Consideration

Amount

Fair value of purchase price consideration paid at closing:

Initial cash consideration

$ 613,574

Cash held in escrow related to indemnification and other settlements

42,000

Deferred payments and contingent consideration:

Fair value of contingent consideration

38,776

Total purchase price consideration

$ 694,350

The following table sets forth the preliminary

allocation of the total consideration to the Company’s preliminary estimates of the fair values of the assets acquired and liabilities

assumed at the Closing (in thousands):

Purchase Price

Allocation – Pro

Forma

Acquired assets

Cash and cash equivalents

$ 1,991

Accounts receivable, net

58,191

Inventory

72,153

Prepaid expenses and other current assets

15,774

Intangible assets, net

615,547

Total fair value of assets acquired

763,656

Assumed liabilities

Accounts payable

9,425

Accrued liabilities

13,190

Accrued rebates, returns and discounts

81,661

Deferred tax liabilities, net

39,666

Total fair value of liabilities assumed

143,942

Total identifiable net assets acquired

619,714

Goodwill

74,636

Fair value of consideration

$ 694,350

4. Transaction Accounting Adjustments to the Unaudited Pro Forma

Condensed Combined Balance Sheet

The pro forma adjustments are based on the Company’s preliminary

estimates and assumptions, which are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed

combined balance sheet:

(A) The Company acquired substantially all, but not all, of key operating assets of Corium. Specifically, the Company did not acquire

the rights to ADLARITY and did not acquire certain other assets or assume certain liabilities. These adjustments reflect the removal of

the assets and liabilities that were not part of the Acquisition.

(B) Reflects the recognition of total purchase consideration of $694.4 million that is comprised of (i) upfront cash consideration

of $613.6 million in initial cash, (ii) cash placed into escrow of $42.0 million to be potentially released to the Seller Parties,

and (iii) the fair value of contingent consideration of $38.8 million.

(C) Represents an increase of $35.3 million in Corium’s historical inventory to reflect the estimated fair value as of Closing.

The fair value of inventory was estimated based on category, with raw materials measured at replacement cost, work-in-process based on

cost incurred and percent completion, and finished goods based on expected net revenue to be recognized upon sale of inventory using a

trailing two-year gross margin. Refer to Note 5(BB) below for the corresponding adjustment related to the pro forma recognition of cost

of goods manufactured and sold associated with the step-up in inventory value based on historical inventory turnover during the applicable

pro forma period.

(D) Represents an increase of $551.8 million related to the identifiable intangible asset acquired by the Company to reflect the preliminary

estimated fair value as of Closing. The amortization expense related to this asset is reflected as a pro forma adjustment in the unaudited

pro forma condensed combined statement of operations, as further described in Notes 5(B) and 5(CC) below. The preliminary identifiable

intangible asset in the unaudited pro forma condensed combined financial information is the On-market product - AZSTARYS. The fair value

of AZSTARYS is estimated based on a multi-period excess earnings method which calculates the present value of the estimated revenues and

expected future cash flows derived from AZSTARYS. The estimated remaining useful life is 11.5 years. The preliminary estimates of fair

value and estimated useful life may differ from final amounts the Company will calculate after completing a detailed valuation analysis,

and the difference could have a material effect on the accompanying unaudited pro forma financial information.

(E) Reflects the preliminary estimate of the deferred tax impact primarily resulting from the fair value adjustment for the identified

intangible asset, partially offset by the acquired net operating losses. The estimate was determined based on applicable statutory tax

rates, including the Swiss statutory tax rate of 14.7% for the Swiss-owned intangible asset. The estimate of deferred taxes is preliminary

and is subject to change based upon the Company’s final determination of the fair values of the assets acquired and liabilities

assumed as well as the applicable statutory tax rates and realizability of the deferred taxes. As of each reporting date, the Company

considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Under

Section 382 of the Code, a corporation that undergoes an “ownership change” may be subject to certain limitations on

its ability to utilize its net operating losses (“NOLs”) and credits to offset and reduce future taxable income and tax. As

such, the Company’s ability to use its NOLs may be limited due to “ownership changes,” including any such “ownership

change” that is caused by the Acquisition. Actual results will differ from the amounts reflected in the unaudited pro forma condensed

combined financial statements once the final acquisition accounting by the Company has been completed.

(F) Represents a net adjustment to record the goodwill resulting from the Acquisition, which represents the excess of the preliminary

consideration transferred over the fair value of the assets acquired and liabilities assumed. All the goodwill recorded is nondeductible

for income tax purposes. The adjustment is provided in the table below (in thousands):

Amount

Fair value of consideration transferred

$ 694,350

Less: Fair value of net assets acquired

(619,714 )

Goodwill resulting from the Acquisition

$ 74,636

(G) Reflects the elimination of Corium’s historical equity balances as of March 31, 2026.

(H) Reflects the adjustment for estimated non-recurring acquisition related transaction costs related to the Acquisition of $32.9 million

that were not previously recorded in the historical combined financial statements. These costs are reflected as an increase in accrued

liabilities and an increase to accumulated deficit in the unaudited pro forma condensed combined balance sheet. The related income statement

adjustments are reflected as described in Note 5(DD).

5. Transaction Accounting Adjustments to the Unaudited Pro Forma

Condensed Combined Statement of Operations

The unaudited pro forma condensed combined statement of operations

for the three months ended March 31, 2026 includes the following:

(A) The Company acquired substantially all, but not all, of key operating assets of Corium. Specifically, the Company did not acquire

the rights to ADLARITY and did not acquire certain other assets or assume certain liabilities. These adjustments reflect activities associated

with the assets and liabilities which were not specifically acquired and the resulting income tax effects as described in Note 5(C).

(B) Represents the increase to intangible asset amortization expense of $11.9 million associated with the preliminary fair value of the

acquired intangible asset as described in Note 4(D). All amortization expense is associated with the On-market product – AZSTARYS,

which is amortized using the straight-line method over the estimated remaining useful life of 11.5 years.

(C) Represents the income tax effect of the acquisition-related pro forma adjustments using the Swiss statutory tax rate of 14.7% for

the Swiss-owned intangible asset amortization for the three months ended March 31, 2026. As the transaction accounting adjustments

contained in this unaudited pro forma condensed combined financial information is based on estimates, the actual effective tax rate will

likely vary from the effective rate in periods subsequent to the Acquisition. Adjustments to established deferred tax assets and liabilities,

as well as the recognition of additional deferred tax assets and liabilities upon detailed analysis of the acquired assets and assumed

liabilities, may occur in conjunction with the finalization of the purchase accounting, and these items could be material.

The unaudited pro forma condensed combined statement of operations

for the year ended December 31, 2025 includes the following:

(AA) The Company acquired substantially all, but not all, of key operating assets of Corium. Specifically, the Company did not acquire

the rights to ADLARITY and did not acquire certain other assets or assume certain liabilities. These adjustments reflect activities associated

with the assets and liabilities which were not specifically acquired and the resulting income tax effects as described in Note 5(EE).

(BB) Reflects an increase to cost of product revenues of $35.3 million for the amortization of the fair value step-up to inventory recognized

as part of the acquisition accounting. As described in Note 4(C), the Company recorded a fair value step-up to inventory as of Closing,

which is expected to be recognized as an increase to cost of goods manufactured and sold as the related inventory is produced and sold.

This adjustment reflects the incremental expense associated with the fair value step-up based on historical inventory turnover, which

is less than one year. The fair value step-up to inventory was fully amortized and reflected in the cost of product revenues during the

year ended December 31, 2025.

(CC) Represents the increase to intangible asset amortization expense of $47.4 million associated with the preliminary fair value of the

acquired intangible asset as described in Note 4(D). All amortization expense is associated with the On-market product – AZSTARYS,

which is amortized using the straight-line method over the estimated remaining useful life of 11.5 years.

(DD) Represents the recognition of non-recurring acquisition related transaction costs of $32.9 million in the year ended December 31,

2025 to match the pro forma timing of the Acquisition as of January 1, 2025. These costs are expected to be incurred by the Company

directly associated with the Acquisition and are not yet reflected in the historical financial statements. This amount has been reflected

as an increase in selling, general, and administrative expense for the year ended December 31, 2025. These non-recurring expenses

are not anticipated to affect the unaudited pro forma condensed combined statement of operations beyond twelve months after the Closing.

(EE) Represents the income tax effect of the pro forma adjustments using applicable statutory tax rates, including the estimated U.S. federal

and state statutory tax rate of 24.8% and the estimated Swiss statutory tax rate of 14.7% applicable to the fair value step-up of inventory

and intangible assets in Switzerland and other applicable adjustments for the year ended December 31, 2025. The effective tax rate

of the combined company could be significantly different than the estimated statutory tax rate assumed for purposes of preparing the unaudited

pro forma condensed combined financial information. Adjustments to established deferred tax assets and liabilities, as well as the recognition

of additional deferred tax assets and liabilities upon detailed analysis of the acquired assets and assumed liabilities, may occur in

conjunction with the finalization of the purchase accounting, and these items could be material.

6. Transaction Accounting Adjustments – Financing to the Unaudited

Pro Forma Condensed Combined Balance Sheet

The pro forma financing adjustment reflects the $300.0 million delayed

draw term loan (“DDTL”) used to partially fund the Acquisition. The Term Loan and the Revolver are excluded because those

facilities were not part of, or impacted by, the Acquisition financing adjustment.

(A) Reflects adjustments related to the DDTL used to fund the Acquisition as outlined below (in thousands):

Amounts as of

March 31, 2026

Cash received from DDTL

$ 300,000

Reclassification of note discount and deferred financing costs

(4,981 )

Total net asset adjustment

295,019

Gross DDTL principal

300,000

Less: note discount

(4,742 )

Less: deferred financing costs

(239 )

Term notes payable, net

$ 295,019

Current portion of term notes payable

13,125

Term notes payable, net of current portion

281,894

7. Transaction Accounting Adjustments – Financing to the Unaudited

Pro Forma Condensed Combined Statement of Operations

The pro forma statements of operations reflect incremental interest

expense related to the $300.0 million DDTL as if the financing had been in place as of January 1, 2025. The May 2026 DDTL cash

interest rate of 6.39% is assumed to remain in effect throughout the term. The unaudited pro forma condensed combined statements of operations

for the three months ended March 31, 2026 and year ended December 31, 2025 include the following:

(A) Reflects adjustments related to the DDTL used to fund the Acquisition as outlined below (in thousands):

Amount for

the Three

Months ended

March 31, 2026

Incremental cash interest expense related to DDTL

$ 4,726

Incremental amortization of debt discount and deferred financing costs

206

Total adjustments to interest expense

$ 4,932

Amount for the

Year ended

December 31, 2025

Incremental cash interest expense related to DDTL

$ 19,168

Incremental amortization of debt discount and deferred financing costs

833

Total adjustments to interest expense

$ 20,001

(B) Represents the income tax effect of the pro forma transaction financing adjustments using an estimated U.S. federal and state statutory

tax rate of 24.9% for the three months ended March 31, 2026 and 24.8% for the year ended December 31, 2025.

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May 12, 2026

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Entity Incorporation, State or Country Code

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Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

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Balance Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

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