Avadel Pharmaceu SEC Filings

Avadel Pharmaceuticals plc announced that it has amended its previously agreed sale to Alkermes plc to increase the cash price offered to shareholders. Under the original agreement, Alkermes would acquire all Avadel ordinary shares for $18.50 in cash per share plus a non-transferable contingent value right (CVR) worth up to $1.50 per share if a specified milestone is achieved.

The amendment raises the cash consideration to $21.00 per Avadel share, while leaving the CVR terms unchanged, increasing the potential total per-share value for Avadel investors if the CVR milestone is met. The transaction remains subject to Avadel shareholder approval, required regulatory clearances and other customary conditions, and is expected to proceed via an Irish High Court-sanctioned scheme of arrangement as outlined in Avadel’s proxy materials.

Avadel Pharmaceuticals plc filed a Form 8-K noting it issued a press release about its pending acquisition by Alkermes plc, to be carried out through an Irish High Court-sanctioned scheme of arrangement described in a scheme document and related proxy materials. Avadel has filed a preliminary proxy statement, plans to send a definitive proxy statement (including the scheme document) to shareholders, and urges them to base any voting decisions on those documents. The report highlights forward-looking risks around closing the Alkermes transaction, regulatory and shareholder approvals, potential delays, costs, and the impact of an unsolicited alternative proposal from H. Lundbeck A/S. It also summarizes Irish Takeover Rules disclosure requirements for holders with interests of 1% or more in Avadel securities during the offer period.

Avadel Pharmaceuticals plc reported that it issued a press release regarding the proposed acquisition of all outstanding ordinary shares of Avadel by Alkermes plc. The transaction is expected to proceed via an Irish High Court‑sanctioned scheme of arrangement, with full terms to be set out in a scheme document and subject to Avadel shareholder approval and required regulatory approvals.

Avadel filed a preliminary proxy statement on November 13, 2025 and intends to send a definitive proxy statement, including the scheme document, to shareholders of record for the meetings to approve the acquisition. The filing also notes an unsolicited proposal from H. Lundbeck A/S, which may not result in a definitive agreement. The disclosure includes forward‑looking statements and outlines Irish Takeover Rules requirements, including position and dealing disclosures for holders with interests of at least 1%.

Avadel Pharmaceuticals plc is seeking shareholder approval for a scheme of arrangement under which Alkermes plc will acquire Avadel. At the Effective Time, Avadel shareholders will receive $18.50 in cash per share and a non‑transferable CVR worth a potential $1.50 per share, payable only if specified milestones are met. If completed, Avadel will become a wholly owned subsidiary of Alkermes.

The CVR pays $1.50 upon both final FDA approval of LUMRYZ for idiopathic hypersomnia in adults and a defined legal milestone by December 31, 2028; the legal milestone was satisfied on October 27, 2025. The deal requires approval at a High Court‑ordered Scheme Meeting and an EGM, Irish High Court sanction, and HSR waiting period expiration, among other conditions. The board unanimously recommends voting FOR all proposals. Equity awards will be cashed out or canceled as specified, and Avadel would be delisted following completion. Alkermes estimates about $2.1 billion to fund cash consideration and costs, from cash on hand and credit facilities.

Avadel Pharmaceuticals (AVDL) reported Q3 2025 results and a pending acquisition by Alkermes. Net product revenue reached $77,467, driven by LUMRYZ growth, yielding operating income of $1,937 and net income of $20. Year‑to‑date, revenue was $198,107 with net income of $4,765.

Alkermes agreed to acquire Avadel via an Irish scheme of arrangement for $18.50 in cash per share plus a non‑transferable contingent value right of $1.50 per share, subject to shareholder and court approvals and U.S. antitrust clearances. The company suspended sales under its at‑the‑market program following the agreement.

Cash and cash equivalents were $79,813 as of September 30, 2025, with $26,670 in operating cash flow year‑to‑date. Three specialty pharmacy customers accounted for 100% of Q3 gross sales (Caremark 41%, Accredo 41%, Optum 18%). Avadel recorded a $20,000 R&D charge tied to an exclusive global license for valiloxybate (including a $15,000 upfront paid in Q3 and $5,000 due in Q4). An ongoing royalty of 3.85% on LUMRYZ sales to Jazz was ordered through patent expiry. The royalty financing obligation non‑current balance was $34,828.

Avadel Pharmaceuticals plc (AVDL) filed an 8-K announcing its financial results for the quarter ended September 30, 2025, with a related press release furnished as Exhibit 99.1 on November 4, 2025.

The company states the information in this report and Exhibit 99.1 is being furnished, not filed, under the Exchange Act’s Section 18 and will not be incorporated by reference into other filings unless expressly stated. Avadel’s ordinary shares trade on the Nasdaq Global Market under the symbol AVDL.

Avadel Pharmaceuticals agreed to be acquired by Alkermes via an Irish court‑sanctioned scheme of arrangement. At closing, Avadel shareholders will receive $18.50 in cash per share plus a non‑transferable contingent value right (CVR) for a potential additional $1.50 per share, subject to defined milestones.

Completion requires Avadel shareholder approval, Irish High Court sanction, and required U.S. antitrust clearances. The boards of both companies have recommended the transaction. The agreement includes customary covenants, a no‑shop with a fiduciary out and Alkermes matching rights, and termination rights. If the deal ends in certain cases, Avadel may reimburse Alkermes’ documented third‑party costs up to 1% of the aggregate Cash Consideration.

The CVR pays $1.50 per share only if the defined Milestone is achieved by December 31, 2028, including FDA approval for the CVR Product for the specified indication and dismissal with prejudice of defined litigation claims; CVRs carry no voting, dividend, or trading rights.

Avadel Pharmaceuticals announced a comprehensive settlement and license agreement with Jazz Pharmaceuticals resolving multiple Delaware patent actions related to LUMRYZ. Jazz will pay $90 million to Avadel CNS and waive its right to receive royalties and/or damages on LUMRYZ sales through September 30, 2025. Upon receipt of the payment, both parties will dismiss their lawsuits with prejudice.

Going forward, Avadel CNS will pay Jazz royalties on LUMRYZ: 3.85% of net sales for narcolepsy, 10% for indications other than cataplexy or excessive daytime sleepiness in narcolepsy (including idiopathic hypersomnia), and specified rates for certain other indications. Jazz will grant Avadel a worldwide, non-exclusive, perpetual license to patents that could be asserted against LUMRYZ, and will not challenge its approval or approvability. Avadel will grant Jazz a worldwide, non-exclusive, perpetual, royalty-free covenant not to sue under Avadel CNS patents in connection with XYWAV and XYREM. The agreement includes mutual releases and no admission of liability.