[8-K] Avadel Pharmaceuticals plc Ordinary Share Reports Material Event

Rhea-AI Filing Summary

Middlesex Water Company (NASDAQ: MSEX) filed a Rule 424(b)(5) prospectus supplement dated 29 Jul 2025 to continue its direct share purchase, sale and dividend reinvestment program (the “Investment Plan”). The filing registers the remaining 712,353 unsold shares of common stock previously registered on Form S-3 (File No. 333-266482) and shifts them to the new shelf registration (File No. 333-287177) dated 12 May 2025. Shares may be issued directly by the company or purchased in the open market; any proceeds provide a flexible, low-cost source of equity capital.

The Plan allows first-time investors to start with $500–$10,000 (or $25 monthly ACH) and existing holders to reinvest dividends or make optional cash purchases up to $25,000 per quarter. Plan shares may occasionally be offered at a discount at the company’s discretion, though no specific discount is currently set. Key risks highlighted include share-price volatility between order and execution, potential tax liabilities on reinvested dividends, and the possibility that dividends may be reduced or suspended. The company’s last reported market price was $51.52 on 28 Jul 2025; no proceeds estimate, use-of-funds detail or earnings data are provided in this supplement.

Positive

• Flexible capital source: up to 712,353 additional shares (~$37 M at $51.52) can be sold without a separate offering process.
• Retail-friendly structure: low minimum investment and automatic reinvestment may broaden shareholder base and support demand.

Negative

• Potential dilution: ongoing issuance, while small relative to market cap, will incrementally dilute existing shareholders.
• Dividend not guaranteed: company explicitly reserves the right to suspend or reduce quarterly dividends.

Insights

Capital Markets Analyst

TL;DR: Routine shelf update; modest dilution capacity, limited immediate impact.

This filing is largely administrative—Middlesex is simply rolling forward 712k shares already registered for its DRIP/Direct Purchase Plan onto a new 2025 shelf. At the current market price, the maximum raise is roughly $37 million, or about <2% of market cap, offering inexpensive equity for ongoing capex or debt reduction. Because sales occur at investor discretion over time, dilution will be gradual. No change to dividend policy or financial guidance is implied; risk factors and forward-looking statements are boiler-plate. Overall, I view the event as neutral for valuation but modestly positive for liquidity flexibility.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2025

AVADEL PHARMACEUTICALS PLC

(Exact name of registrant as specified in its charter)

Ireland	001-37977	98-1341933
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10 Earlsfort Terrace Dublin 2, Ireland, D02 T380	Not Applicable
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +353 1 901 5201

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	AVDL	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 29, 2025, Avadel Pharmaceuticals plc (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 18, 2025 (the “Proxy Statement”). The number of ordinary shares, par value $0.01 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting was 96,892,985. The number of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 83,659,463, thus establishing a quorum for the Annual Meeting. The voting results reported below are final.

The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal 1: By separate resolutions, to elect Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin as directors to the Board of Directors (the “Board”), each to serve a one-year term expiring at the conclusion of the next annual general meeting of shareholders.

Nominees		For Nominee				Against Nominee				Withhold Authority for Nominee				Broker Non-Votes
Gregory J. Divis			55,893,759				11,003,833				73,447				16,688,424
Dr. Eric J. Ende			54,662,863				12,179,679				128,497				16,688,424
Geoffrey M. Glass			55,513,034				11,294,176				163,829				16,688,424
Dr. Mark A. McCamish			54,941,279				11,975,126				54,634				16,688,424
Linda S. Palczuk			55,634,574				11,150,992				185,473				16,688,424
Peter J. Thornton			54,875,660				12,038,935				56,444				16,688,424
Dr. Naseem S. Amin			54,468,817				12,317,559				184,663				16,688,424

Proposal 2: To ratify, on a non-binding advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public auditor and accounting firm for the fiscal year ending December 31, 2025, and to authorize, in a binding vote, the Audit Committee of the Board to set the independent registered public auditor and accounting firm remuneration.

Shares Voted For			Shares Against				Shares Abstaining				Broker Non-Votes
78,493,206				4,621,257				545,000				0

Based on the foregoing, Gregory J. Divis, Dr. Eric J. Ende, Geoffrey M. Glass, Dr. Mark A. McCamish, Linda S. Palczuk, Peter J. Thornton and Dr. Naseem S. Amin were elected as directors, each to serve a one-year term expiring at the conclusion of the 2026 annual general meeting of shareholders and until each such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Deloitte & Touche LLP was ratified, on a non-binding advisory basis, as the Company’s independent registered public auditor and accounting firm for the fiscal year ending December 31, 2025 and the shareholders of the Company authorized, in a binding vote, the Audit Committee of the Board to set the independent registered public auditor and accounting firm remuneration.

No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 29, 2025	AVADEL PHARMACEUTICALS PLC
	By:	/s/ Jerad G. Seurer
		Name:	Jerad G. Seurer
		Title:	General Counsel & Corporate Secretary

FAQ

How many shares is Middlesex Water (MSEX) offering in this prospectus supplement?

The supplement covers 712,353 remaining shares previously registered for sale under the Investment Plan.

What is the purpose of the Middlesex Water Investment Plan?

It allows investors to buy, sell and reinvest dividends in MSEX stock directly without a broker, while providing the company with equity capital.

What are the minimum and maximum optional cash investments under the Plan?

Investors may contribute a $25 minimum per investment and up to $25,000 per calendar quarter.

Can Plan shares be issued at a discount to market price?

Yes, the company may offer shares at a discount at its discretion, but any discount and period are not guaranteed.

What risks are highlighted for participants?

Key risks include share-price fluctuation between order and execution, potential tax liability on reinvested dividends, and no assurance of continued dividends.

Where is MSEX stock listed and what was the recent price?

MSEX trades on the NASDAQ Global Select Market; the closing price on 28 Jul 2025 was $51.52.