UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2017



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number 001-31361





BioDelivery Sciences International, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 35-2089858                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|4131 ParkLake Ave., Suite 225, Raleigh, NC                     |  | 27612                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number (including area code): 919-582-9050





Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer and smaller reporting company,
or emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☒
|Non-accelerated filer   |  | ☐  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  |  | Emerging growth company   |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒

As of November 9, 2017,
there were 55,898,927 shares of company Common Stock issued and 55,883,436 shares of company Common Stock outstanding.









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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q (this
Form 10-Q/A) amends the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (the
Form 10-Q) originally filed by BioDelivery Sciences International, Inc. (the Company) with the Securities and Exchange Commission on November 9, 2017.

The sole purpose of this Form 10-Q/A is to file as a replacement exhibit to the Form 10-Q an updated redacted version of the License Agreement dated July 12, 2017 (the License Agreement) by and among the Company and the Companys wholly-owned subsidiary, on the one hand, and
Purdue Pharma, on the other hand. The remainder of the Form 10-Q remains unchanged.



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Item 6. Exhibits.



|           |  |                                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                  
|           | 
|10.1       |  | License Agreement dated July 12, 2017 by and between the Company, Arius and Purdue Pharma (+)



|* | Confidential treatment is requested for certain portions of this exhibit pursuant to 17 C.F.R. Sections 200.8(b)(4) and 240.24b-2.
|- | ----------------------------------------------------------------------------------------------------------------------------------



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SIGNATURE

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, thereunto duly authorized.



|                      |  |  |  |                                          |  |                                                        
|--------------------- |  |  |  | ---------------------------------------- |  | -------------------------------------------------------
|                      |  |  |  | BIODELIVERY SCIENCES INTERNATIONAL, INC.
|                      |  |  | 
|Dated: March 30, 2018 |  |  |  | By:                                      |  | /s/ Ernest R. De Paolantonio                           
|                      |  |  |  |                                          |  | Name: Ernest R. De Paolantonio                         
|                      |  |  |  |                                          |  | Title: Chief Financial Officer, Treasurer and Secretary