BioDelivery Sciences International : Official notification to shareholders of matters to be brought to a vote ("Proxy")

SCHEDULE 14A INFORMATION

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Definitive Proxy Statement

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BioDelivery Sciences International, Inc.

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June 17, 2020

To the Stockholders of BioDelivery Sciences International, Inc.:

BioDelivery Sciences International, Inc. (the "Company") is pleased to notify you that the 2020 Annual Meeting of Stockholders of the Company (the "Meeting") will be held online at 11:00 a.m. on Thursday, July 23, 2020.

The items of business for the Meeting are listed in the following Notice of Annual Meeting and are more fully addressed in the attached Proxy Statement. The Proxy Statement is first being mailed to stockholders of the Company on or about June 23, 2020.

You may participate in the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/BDSI2020, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with these proxy materials to participate in the Meeting. Only stockholders of record at the close of business on June 12, 2020 are entitled to notice of and to vote at the Meeting as set forth in the Proxy Statement. If you are not a stockholder of record but hold shares through a broker, trustee, or nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Your vote is important. Whether or not you plan to participate in the Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation and the presence of a quorum at the Meeting. Please review the instructions on the proxy card regarding your voting options. You may vote at the Meeting via the Internet, by mail or by telephone.

If you have any questions regarding this material, please do not hesitate to call me at [phone].

Sincerely yours,

Jeffrey Bailey

Interim Chief Executive Officer

BioDelivery Sciences International, Inc.

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE OR VOTE ONLINE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.

BIODELIVERY SCIENCES INTERNATIONAL, INC.

4131 ParkLake Ave., Suite #225

Raleigh, North Carolina 27612

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held online on Thursday, July 23, 2020 atwww.virtualshareholdermeeting.com/BDSI2020

The 2020 Annual Meeting of Stockholders (the "Meeting") of BioDelivery Sciences International, Inc. (the "Company") will be held online at 11:00 a.m. on Thursday, July 23, 2020, for the following purposes:

• 1. To adopt the ratification of the declassification of the Board of Directors and the implementation of a majority voting standard for the election of directors, including the filing and effectiveness of amendments to the Company's Certificate of Incorporation filed with the Delaware Secretary of State on August 6, 2018 ("Proposal 1"), which proposal, if approved, will result in the declassification of the Board and the implementation of the majority voting standard for the election of directors effective retroactive to August 6, 2018;

• 2. The election of nominees to the Board of Directors (the "Board") as follows: (A) if Proposal 1 is approved (which will result in the declassification of the Board having been effective retroactive to August 6, 2018), the election of Peter S. Greenleaf, Todd C. Davis, Mark A. Sirgo, Kevin Kotler, W. Mark Watson, Vanila Singh, and Jeffrey Bailey as directors to the Board of Directors (the "Board"), each to hold office until the 2021 annual meeting of the Company and until his successor shall have been duly elected and qualified or until his earlier resignation or removal; or (B) if Proposal 1 is not approved (in which case the amendments to the Company's Certificate of Incorporation will not have been validly adopted and the Board will remain divided into classes), the election of Peter S. Greenleaf and Todd C. Davis as Class I directors, each to hold office until the 2021 annual meeting of the Company and until his successor shall have been duly elected and qualified or until his earlier resignation or removal, Mark Sirgo, and Kevin Kotler as Class II directors, each to hold office until the 2022 annual meeting of the Company and until his successor shall have been duly elected and qualified or until his earlier resignation or removal, and William Mark Watson, Vanila Singh and Jeffrey Bailey as Class III directors, each to hold office until the 2023 annual meeting of the Company and until his or her successor shall have been duly elected and qualified or until his earlier resignation or removal ("Proposal 2");

• 3. To ratify the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company's registered public accounting firm for the fiscal year ending December 31, 2020 ("Proposal 3");

• 4. To approve an amendment to the Company's Certificate of Incorporation, as amended (the "Charter"), to increase the number of authorized shares of the Company's common stock, par value $0.001 per share ("Common Stock"), from 175,000,000 shares to 235,000,000 shares ("Proposal 4"); and

• 5. To transact any other business that may properly come before the Meeting or any adjournment or postponement thereof.

You may participate in the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/BDSI2020, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with these proxy materials to participate in the Meeting. Only stockholders of record at the close of business on June 12, 2020 are entitled to notice of and to vote at the Meeting as set forth in the Proxy Statement. If you are not a stockholder of record but hold shares through a broker, trustee, or nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

This notice and the attached proxy statement constitute the notice required to be given to our stockholders under Section 204 of the Delaware General Corporation Law ("DGCL") in connection with the ratifications contemplated by Proposal 1. Under Sections 204 and 205 of the DGCL, when a matter is submitted for ratification at a stockholder meeting, any claim that a defective corporate act ratified under Section 204 is void or voidable due to

the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that a ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within 120 days from the time a certificate of validation is filed with the Delaware Secretary of State and becomes effective. If Proposal 1 is approved, the Company expects to file a certificate of validation promptly after the adjournment of the Meeting, and any claim that the filing and effectiveness of the acts so ratified are void or voidable due to the failure to receive the requisite stockholder approval at the 2018 annual meeting of the Company or that the Delaware Court of Chancery should declare, in its discretion, that the acts so ratified not be effective or be effective only on certain conditions, must be brought within 120 days from the time a certificate of validation is filed with the Secretary of State and becomes effective in accordance with the DGCL.

Your vote is important. Whether or not you plan to participate in the Meeting, please read the attached Proxy Statement and then promptly complete, date, sign and return the enclosed proxy card in order to ensure your representation and the presence of a quorum at the Meeting. You may cast your vote by visitingwww.proxyvote.com. You may also have access to the materials for the Meeting by visiting the websitehttp://materials.proxyvote.com/09060J.

The Board Recommends that you vote "For" Proposals 1, 2, 3 and 4.

BY ORDER OF THE BOARD OF DIRECTORS,

James Vollins

General Counsel, Chief Compliance Officer and Corporate Secretary

Raleigh, North Carolina

June 17, 2020

TABLE OF CONTENTS

Page
1
INTRODUCTION	1
2020 Annual Meeting of Stockholders	1
Record Date; Mailing Date	1
Principal Offices	1
Proposals to be Submitted at the Meeting	2
Information Concerning Solicitation and Voting	3
Revocability of proxies	3
PROPOSAL 1: RATIFICATION OF THE DECLASSIFICATION AND MAJORITY-VOTING STANDARD	6
PROPOSAL 2 ELECTION OF DIRECTORS	9
Introduction	9
Directors	9
Certain Legal Proceedings	12
Director Independence	12
Meetings of the Board and Stockholders	13
Board Committees	13
Audit Committee	13
Nominating and Corporate Governance Committee	14
Compensation Committee	14
Board Leadership Structure and Role in Risk Oversight	14
Delinquent Section 16(a) Reports	15
Code of Ethics	15
AUDIT COMMITTEE REPORT	16
COMPENSATION COMMITTEE REPORT	17
COMPENSATION DISCUSSION AND ANALYSIS	18
Objectives of Our Compensation Program	18
Elements of Our Compensation Program and Why We Chose Each	19
Main Compensation Components	19
Salary	19
Performance Cash Bonus Plan	19
Equity Incentive Compensation	20
Performance Long Term Incentive Plan	20
Post-Termination Payments	20
Other Benefits	21
Determination of Compensation Amounts	21
Industry Survey Data	21
Determination of Base Salaries	21
Performance Cash Bonus Plan	22
Determination of Equity Incentive Compensation	22

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