AMENDMENT NO. 1 TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Exhibit 10.9
AMENDMENT NO. 1
TO
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Amendment No. 1 (this “Amendment”) dated as of September 24, 2013 amends that certain Series C Convertible Preferred Stock Purchase Agreement dated as of August 27, 2013 (the “Purchase Agreement”) by and among Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A attached thereto (the “Purchasers”). All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Purchase Agreement.
1. Amendment.
1.1 Section 1.4(c)(ii) is amended and restated in its entirety to read as follows:
“(ii) Upon the occurrence of a Triggering Event, the Company shall promptly, but no later than 11:59 p.m., Eastern time, on the third Business Day following the occurrence of the Triggering Event, deliver written notice to each Purchaser of the occurrence of a Triggering Event (“Triggering Event Notice”), which Triggering Event Notice shall offer each Purchaser the opportunity to purchase such Purchaser’s “pro rata amount” of the Tranche 2 Closing Shares, which shall be the amount set forth opposite such Purchaser’s name on Schedule A-2 attached hereto (“Tranche 2 Pro Rata Amount”). Each Purchaser may elect to purchase such Purchaser’s Tranche 2 Pro Rata Amount by delivering payment of the Purchase Price for the Tranche 2 Closing Shares purchased by such Purchaser no later than the Second Tranche 2 Closing Date (subject to Section 1.4(c)(iii) below).”
1.2 Schedule A-1 and Schedule A-2 of the Purchase Agreement are hereby amended and restated to read in their entirety as Schedule A-1 and Schedule A-2 attached hereto.
2. Effect of Amendment. Except as expressly amended by this Amendment, all other terms and conditions of the Purchase Agreement are hereby ratified and confirmed.
3. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together, including facsimiles thereof, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to Series C Convertible Preferred Stock Purchase Agreement to be executed as an instrument under seal as of the date first above written.
THE COMPANY: |
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COLLEGIUM PHARMACEUTICAL, INC. |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
President and Chief Executive Officer |
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PURCHASERS: |
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LONGITUDE VENTURE PARTNERS, L.P. |
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a Delaware Limited Partnership |
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By: Longitude Capital Partners, LLC |
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Its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Managing Member |
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LONGITUDE CAPITAL ASSOCIATES, L.P. |
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a Delaware Limited Partnership |
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By: Longitude Capital Partners, LLC |
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Its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Managing Member |
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[Signature Page to Amendment No.1 to Series C
Convertible Preferred Stock Purchase Agreement]
PURCHASERS (Cont.):
SKYLINE VENTURE PARTNERS V, L.P. |
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By: |
Skyline Venture Management V, LLC |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Authorized Signatory |
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XXXXXXX HEALTHCARE VI, LP |
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By FHM VI, LP, its general partner |
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By FHM VI, LLC, its general partner |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Manager |
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[Signature Page to Amendment No.1 to Series C
Convertible Preferred Stock Purchase Agreement]
SCHEDULE X-0
Xxxxxxx 0 Xxxxxxx Xxxxxxxxxx
Name of Purchaser |
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Aggregate |
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No. of Series C |
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I. The Initial Tranche 1 Closing |
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Longitude Venture Partners, L.P. *** |
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$ |
869,331.08 |
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627,223 |
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Longitude Capital Associates, L.P. *** |
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$ |
17,424.79 |
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12,572 |
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Skyline Venture Partners V, L.P. *** Fax: *** |
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$ |
725,526.65 |
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523,468 |
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Xxxxxxx Healthcare VI, LP *** Fax: *** |
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$ |
1,435,431.69 |
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1,035,665 |
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Xxxxxxx Xxxxxxxx *** |
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$ |
23,628.53 |
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17,048 |
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E. Hunterson Henrie c/o Ferghana Partners *** |
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$ |
3,252.94 |
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2,347 |
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Xxxxx Xxxxxxxxx x/x Xxxxxxxx Partners *** |
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$ |
3,252.94 |
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2,347 |
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Totals: |
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$ |
3,077,848.62 |
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2,220,670 |
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Schedule A-1 (cont.):
II. Additional Tranche 1 Closing |
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Xxxxxxx Xxxxx *** |
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$ |
1,354.12 |
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977 |
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Xxxxxxx Xxxxx *** |
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$ |
677.75 |
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489 |
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Xxxxx Xxxxx *** |
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$ |
677.75 |
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489 |
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JDS Associates LLC *** |
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$ |
677.75 |
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489 |
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Xxxxxx Xxxxxxxxxx *** |
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$ |
338.18 |
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244 |
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Xxxxxxxx X. Xxxxx *** |
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$ |
1,692.31 |
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1,221 |
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Longitude Venture Partners, L.P. *** |
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$ |
494,297.50 |
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356,636 |
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Longitude Capital Associates, L.P. *** |
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$ |
9,907.13 |
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7,148 |
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Skyline Venture Partners V, L.P. *** Fax: *** |
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$ |
412,530.43 |
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297,641 |
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Totals: |
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$ |
922,152.92 |
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665,334 |
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SCHEDULE X-0
Xxxxxxx 0 Xxxxxxx Xxxxxxxxxx
Name of Purchaser |
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Aggregate |
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Tranche 2 Pro |
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Longitude Venture Partners, L.P. *** Fax: |
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$ |
3,017,385.76 |
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2,177,046 |
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Longitude Capital Associates, L.P. *** Fax: |
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$ |
60,479.50 |
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43,636 |
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Skyline Venture Partners V, L.P. *** Fax: *** |
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$ |
2,518,252.51 |
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1,816,921 |
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Xxxxxxx Healthcare VI, LP *** Fax: *** |
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$ |
2,314,509.12 |
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1,669,920 |
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Xxxxxxx Xxxxxxxx *** |
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$ |
64,238.33 |
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46,348 |
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E. Hunterson Henrie c/o Ferghana Partners *** |
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$ |
8,842.68 |
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6,380 |
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Xxxxx Xxxxxxxxx x/x Xxxxxxxx Partners *** |
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$ |
8,842.68 |
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6,380 |
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Xxxxxxx Xxxxx *** |
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$ |
1,861.40 |
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1,343 |
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Xxxxxxx Xxxxx *** |
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$ |
931.39 |
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672 |
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Xxxxx Xxxxx *** |
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$ |
931.39 |
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672 |
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JDS Associates LLC *** |
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$ |
931.39 |
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672 |
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Xxxxxx Xxxxxxxxxx *** |
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$ |
464.31 |
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335 |
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Xxxxxxxx X. Xxxxx *** |
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$ |
2,327.09 |
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1,679 |
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Totals: |
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$ |
7,999,997.55 |
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5,772,004 |
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