BioDelivery Sciences International, Inc. (NASDAQ:BDSI) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, on February21, 2017, BioDelivery Sciences International, Inc. (the “Company”) and its wholly-owned subsidiaries, Arius Pharmaceuticals, Inc. (“Arius”) and Arius Two, Inc. (collectively with Arius, the “Subsidiary Guarantors”), entered into a Term Loan Agreement (the “Loan Agreement”) with CRG Servicing LLC, as administrative agent and collateral agent (“CRG”), and the lenders named in the Loan Agreement (the “Lenders”). The description of the general terms, conditions and covenants of and under the Loan Agreement and the security granted by the Company and the Subsidiary Guarantors thereunder are described in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February27, 2017, which description is incorporated herein by reference.

to the Loan Agreement,the Company initially borrowed $45million from the Lenders and is eligible to borrow up to an additional $30.0million in two tranches of $15.0million, with each tranche contingent upon achievement by the Company of certain conditions, including, in the case of the first tranche, representing the second potential draw of $15.0million under the Loan Agreement (the “Second Draw”), satisfying both (a)certain minimum net revenue thresholds on or before September30, 2017 or December31, 2017 and (b)a certain minimum market capitalization threshold for a period of time prior to the funding of the Second Draw.

On December26, 2017, the Company was eligible, and elected, to receive in the Second Draw for gross proceeds of $15.0million. In connection with the Second Draw, the Company issued to CRG and certain of its affiliates warrants to purchase an aggregate of 349,452 shares of the Company’s common stock (the “CRGSecond Draw Warrants”). The CRGSecond Draw Warrants are exercisable any time prior to December26, 2027, at a price of $3.42 per share, with typical provisions for cashless exercise and stock-based anti-dilution protection. The exercise of the CRGSecond Draw Warrants could have a dilutive effect to the Company’s common stock to the extent that the market price per share of the Company’s common stock, as measured under the terms of the CRGSecond Draw Warrants, exceeds the exercise price of the CRGWarrants.

Copies of the Loan Agreement, the form of security agreement thereunder and the form ofWarrant (on which the CRG Second Draw Warrants are based) are attached as Exhibits 10.1, 10.2 and 4.1, respectively on the Company’s Current Report on Form8-Kfiled with the SEC on February27, 2017, and are incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form8-K and any statements of representatives and partners of BioDelivery Sciences International, Inc. (the “Company”) related thereto, contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the impact of the Second Draw on the Company as described herein) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

About BioDelivery Sciences International, Inc. (NASDAQ:BDSI)

BioDelivery Sciences International, Inc. is a specialty pharmaceutical company. The Company develops and commercializes, either on its own or in partnerships with third parties, applications of approved therapeutics to address unmet medical needs using drug delivery technologies. The Company develops pharmaceutical products aimed principally in the areas of pain management and addiction. The Company’s products utilize the BioErodible MucoAdhesive (BEMA) drug delivery technology, a small, erodible polymer film for application to the buccal mucosa (the lining inside the cheek). The Company’s United Sates Food and Drug Administration (FDA) approved product, ONSOLIS (fentanyl buccal soluble film), as well as its approved products BUNAVAIL (buprenorphine and naloxone buccal film) buccal film and BELBUCA (buprenorphine) buccal film, utilize BEMA technology.