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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 12, 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. ¨
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On January 12, 2026, Avadel Pharmaceuticals plc, a public limited
company incorporated under the laws of Ireland (“Avadel”), held two special shareholder meetings in relation to the previously
announced acquisition (the “Acquisition”) of its entire issued and to be issued ordinary share capital, by Alkermes plc (“Alkermes”),
in a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”). The first meeting
was a special Irish High Court-ordered meeting (the “Scheme Meeting”) and the second meeting was an extraordinary general
meeting of shareholders (the “EGM”). The Scheme Meeting and the EGM are referred to collectively as the “special meetings.”
The final voting results for each of the proposals submitted to a vote of shareholders of Avadel at the special meetings are as follows:
Scheme Meeting
Proposal 1: To approve the Scheme.
Avadel shareholders approved the proposal with the following voting
results:
| For |
|
Against |
|
Abstain |
| 61,861,352 |
|
1,646,857 |
|
160,443 |
In addition, of the 21 shareholders of
record voting on the proposal, 20 shareholders, or 95.24%, voted in favor of the proposal and one shareholder, or 4.76%, voted
against the proposal. Accordingly, the votes cast for the proposal represent a majority in number of the shareholders of
record present and voting, either in person or by proxy, and at least 75% of the value of the shares voted at the meeting, either in
person or by proxy.
EGM
Proposal 1: To approve the Scheme and authorize the directors
of Avadel to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.
Avadel shareholders approved the proposal with the following voting
results:
| For |
|
Against |
|
Abstain |
| 62,444,065 |
|
2,247,706 |
|
167,662 |
Proposal 2: To amend the Articles of Association of Avadel so
that any ordinary shares of Avadel that are issued on or after the voting record time to persons other than Alkermes or its nominee(s) will
either be subject to the Scheme or will be immediately and automatically acquired by Alkermes and/or its nominee(s) for the scheme
consideration.
Avadel shareholders approved the proposal with the following voting
results:
| For |
|
Against |
|
Abstain |
| 61,808,690 |
|
2,673,461 |
|
377,282 |
Proposal 3: To approve, on a non-binding, advisory basis, specified
compensatory arrangements between Avadel and its named executive officers relating to the Acquisition.
Avadel shareholders approved the proposal with the following voting
results:
| For |
|
Against |
|
Abstain |
| 55,489,041 |
|
8,757,025 |
|
613,367 |
On January 12, 2026, Avadel issued a press release announcing
the results of the shareholder votes at the special meetings. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
Press release issued on January 12, 2026 by Avadel Pharmaceuticals plc. |
| 104 |
Cover page interactive data file (embedded within the Inline XBRL document). |
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 12, 2026 |
AVADEL PHARMACEUTICALS PLC |
| |
|
|
| |
By: |
/s/ Jerad G. Seurer |
| |
|
Name: |
Jerad G. Seurer |
| |
|
Title: |
General Counsel & Corporate Secretary |
