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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): January 19, 2026
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 to 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. ¨
On January 19, 2026, the High Court of Ireland
(the “Court”) set a court hearing (the “Sanction Court Hearing”) for February 10, 2026 at 11:00 a.m. (Irish time)
to consider the application of Avadel Pharmaceuticals plc (“Avadel”) to sanction the proposed scheme of arrangement under
Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”) pursuant to which Alkermes plc (“Alkermes”),
will acquire the entire issued and to be issued ordinary share capital of Avadel (the “Acquisition”). The Court has directed
that any interested party who intends to appear at the Sanction Court Hearing of the said application must notify Avadel’s solicitors,
Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380 (quoting reference COS/ AV091/002) in writing by no later than 5:30 p.m. (Irish
time) on February 5, 2026 of that person’s or persons’ intention to appear at the Sanction Court Hearing of the said application
and must indicate to Avadel’s solicitors whether such person or persons intend to support or oppose the said application and any
affidavit in support of any such appearance should be filed with the Central Office of the High Court of Ireland, and served on Avadel’s
solicitors, by no later than 5:30 p.m. (Irish time) on February 5, 2026.
The Acquisition is expected to close shortly after the Court issues
an order sanctioning the Scheme.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,”
“expect,” “seek,” “continue,” “could,” “can,” “may,” “will,”
“likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,”
and similar expressions, and may include references to assumptions and relate to Avadel’s future prospects, developments and business
strategies, and the Acquisition. Such forward-looking statements include, but are not limited to, statements relating to the Acquisition
involving Alkermes and Avadel, Avadel’s current expectations and estimates about the expected effects and anticipated benefits of
the Acquisition, the date of closing of the Acquisition, including the parties’ ability to satisfy the conditions to the consummation
of the Acquisition and the other conditions set forth in the transaction agreement, and Avadel’s business activities and strategies.
Avadel’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially
from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including
but not limited to risks and uncertainties related to: (i) the ability of the parties to consummate the Acquisition in a timely manner
or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Acquisition; (iii) potential delays in consummating
the Acquisition; (iv) the ability of Avadel to timely and successfully achieve the anticipated benefits of the Acquisition; (v) the impact
of health pandemics on the parties’ respective businesses and the actions the parties may take in response thereto; (vi) the occurrence
of any event, change or other circumstance or condition that could give rise to the termination of the transaction agreement; (vii) the
effect of the announcement or pendency of the Acquisition on Avadel’s business relationships, operating results and business generally;
(viii) costs related to the Acquisition; and (ix) the outcome of any legal proceedings that may be instituted against the parties or any
of their respective directors or officers related to the transaction agreement or the Acquisition. Additional risks and uncertainties
that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included
under the caption “Risk Factors” and elsewhere in Avadel’s most recent filings with the SEC, including its Annual Report
on Form 10-K for the year ended December 31, 2024 and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC from time to
time and available at www.sec.gov. These documents can be accessed on Avadel’s website at https://investors.avadel.com/sec-filings.
The forward-looking statements set out in this report are made only as of the date hereof. Avadel assumes no obligation and does not intend
to update these forward- looking statements, except as required by law.
RESPONSIBILITY STATEMENT REQUIRED BY THE
IRISH TAKEOVER RULES
The directors of Avadel accept responsibility
for the information contained in this report. To the best of the knowledge and belief of the directors of Avadel (who have taken all reasonable
care to ensure such is the case), the information contained in this report is in accordance with the facts and does not omit anything
likely to affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS OF THE IRISH
TAKEOVER RULES
Under
the provisions of Rule 8.3(a) of the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (“Irish Takeover Rules”), any person
who is ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Avadel must
make an ‘opening position disclosure’ following the commencement of the ‘offer period’. An ‘opening position
disclosure’ must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details
of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of Avadel. An
‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (U.S. Eastern
Time) on the day falling ten ‘business days’ following the commencement of the ‘offer period’. Relevant persons
who deal in any ‘relevant securities’ prior to the deadline for making an ‘opening position disclosure’ must instead
make a ‘dealing’ disclosure as described below. The offer period in respect of Avadel in relation to the Acquisition
commenced on October 22, 2025.
Under
the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly)
in 1% or more of any class of ‘relevant securities’ of Avadel, that person must publicly disclose all ‘dealings’
in any ‘relevant securities’ of Avadel during the ‘offer period’, by no later than 3:30 p.m. (U.S. Eastern Time)
on the ‘business day’ following the date of the relevant transaction.
If
two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’
in ‘relevant securities’ of Avadel or any securities exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Irish Takeover Rules.
In
addition, each of Avadel and any offeror must make an ‘opening position disclosure’ by no later than 12:00 noon (U.S. Eastern
Time) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement
that first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person
‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00
noon (U.S. Eastern Time) on the ‘business day’ following the date of the transaction (see Rules 8.1, 8.2 and 8.4 of the Irish
Takeover Rules).
A disclosure table, giving details of the companies
in whose ‘relevant securities’ ‘opening position’ and ‘dealings’ should be disclosed can be found
on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.
‘Interests’ in securities arise, in
summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular,
a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined
in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or
not you are required to disclose an ‘opening position’ or ‘dealing’ under Rule 8 of the Irish Takeover Rules,
please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 1 678 9020.
PUBLICATION ON WEBSITE
In
accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this report will be available on Avadel’s website at https://investors.avadel.com/sec-filings
by no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this report. The content of the website referred
to in this report is not incorporated into, and does not form part of, this report.
ADDITIONAL INFORMATION
The release, publication or distribution of this
report in, into, or from, certain jurisdictions other than Ireland and the United States may be restricted or affected by the laws of
those jurisdictions. Accordingly, copies of this report are not being, and must not be, mailed or otherwise forwarded, distributed or
sent in, into, or from any such jurisdiction. Therefore, persons who receive this report (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United States who are not resident in Ireland
and the United States will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do
so may constitute a violation of the securities laws of any such jurisdiction.
NO PROFIT FORECAST / QUANTIFIED FINANCIAL
BENEFIT STATEMENT / ASSET VALUATION
No statement in this report is intended to constitute a profit forecast
or a quantified financial benefit statement for any period, nor should any statements be interpreted to mean that earnings or earnings
per share will necessarily be greater or lesser than those for the relevant preceding financial periods. No statement in this report constitutes
an asset valuation.
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.
| Date: January 20, 2026 |
AVADEL PHARMACEUTICALS PLC |
| |
|
|
| |
By: |
/s/ Jerad G. Seurer |
| |
|
Name: |
Jerad G. Seurer |
| |
|
Title: |
General Counsel & Corporate Secretary |
