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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): October 21, 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 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 1.01 |
Entry into a Material Definitive Agreement. |
On October 21, 2025, Avadel CNS Pharmaceuticals, LLC (“Avadel
CNS”), a subsidiary of Avadel Pharmaceuticals plc (the “Company” or “Avadel”), entered into a Settlement
and License Agreement (the “Settlement Agreement”) with Jazz Pharmaceuticals, Inc. (“Jazz”) to resolve the previously
disclosed actions captioned Jazz Pharmaceuticals, Inc. v. Avadel CNS Pharmaceuticals, LLC,
C.A. No. 21-691; Jazz Pharmaceuticals, Inc. et al v. Avadel CNS Pharmaceuticals, LLC, C.A. No. 21-1138; Jazz Pharmaceuticals,
Inc. et al v. Avadel CNS Pharmaceuticals, LLC, C.A. No. 21-1594; Avadel CNS Pharmaceuticals, LLC et al v. Jazz Pharmaceuticals,
Inc. et al, C.A. No. 22-487; Avadel CNS Pharmaceuticals, LLC v. Jazz Pharmaceuticals, Inc., C.A. No. 22-941; Avadel CNS
Pharmaceuticals, LLC et al v. Jazz Pharmaceuticals, Inc., et al, C.A. No. 25-09; Avadel CNS Pharmaceuticals, LLC et al v. Jazz
Pharmaceuticals, Inc. et al, C.A. No. 25-57; Avadel CNS Pharmaceuticals, LLC et al v. Jazz Pharmaceuticals, Inc., et al, C.A.
No. 25-221; and Avadel CNS Pharmaceuticals, LLC et al v. Jazz Pharmaceuticals, Inc. et
al, C.A. No. 25-435, each brought in the United States District Court for the District of Delaware (collectively the “Lawsuits”).
For additional information about the Lawsuits, see the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,
filed with the Securities and Exchange Commission on August 7, 2025 and the Company’s Current Report on Form 8-K filed with the
SEC on September 17, 2025.
The Settlement Agreement provides for, among other things, (i) a payment
by Jazz of $90 million (the “Settlement Payment”) to Avadel CNS and a waiver by Jazz of its right to receive royalties and/or
damages on sales of LUMRYZ through September 30, 2025; (ii) subject to and contingent upon payment of the Settlement Payment, each of
Avadel CNS and Jazz agreed to dismiss their respective Lawsuits with prejudice; (iii) the payment by Avadel CNS to Jazz of royalties with
respect to (1) LUMRYZ sold for narcolepsy at a rate of 3.85% of net sales, (2) LUMRYZ for indications (including any indications related
to idiopathic hypersomnia) other than cataplexy or excessive daytime sleepiness in patients with narcolepsy at a rate of 10% of net sales,
and (3) LUMRYZ sold for other certain indications as set forth in the Settlement Agreement; (iv) a grant by Jazz to Avadel CNS of a worldwide,
non-exclusive, perpetual, irrevocable, non-terminable, non-transferrable (except as expressly provided in the Settlement Agreement) royalty-bearing
license, without the right to sublicense (except as provided in the Settlement Agreement), to any past, present, or future patents that
could be asserted against LUMRYZ for any indication; (v) agreement by JAZZ not to challenge the approval or approvability of LUMRYZ; and
(vi) a grant by Avadel CNS to Jazz of a worldwide, non-exclusive, perpetual, irrevocable, non-terminable, non-transferrable (except as
expressly provided in the Settlement Agreement), royalty-free, fully paid-up covenant not to sue, without the right to sublicense (except
as expressly provided in the Settlement Agreement), Avadel CNS’ patents in connection with XYWAV and XYREM. Royalties payable by
Avadel CNS under the Settlement Agreement are subject to certain adjustments as set forth therein.
The parties have also agreed to, among other things, a customary mutual
release of all claims arising out of or relating to the Lawsuits.
In settling the Lawsuits, Avadel CNS is not admitting any liability,
and entry into the Settlement Agreement does not constitute an admission of liability or fault or an admission regarding the accuracy
of any allegation made by the plaintiffs or plaintiffs’ counsel.
The foregoing description of the Settlement Agreement is a summary
and is qualified in its entirety by the terms and conditions of the Settlement Agreement, a copy of which will be filed in the Company’s
next quarterly report on Form 10-Q.
Cautionary Disclosure Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements relate to our future expectations, beliefs, plans, strategies, objectives, results, conditions, financial
performance, prospects or other events. Such forward-looking statements include, but are not limited to, statements regarding the payment
of the Settlement Payment and the other terms of the Settlement Agreement including the payment of royalties. In some cases, forward-looking
statements can be identified by the use of words such as “will,” “may,” “could,” “believe,”
“expect,” “look forward,” “on track,” “guidance,” “anticipate,” “estimate,”
“project,” “next steps” and similar expressions and the negatives thereof (if applicable).
The Company’s forward-looking statements
are based on estimates and assumptions that are made within the bounds of our knowledge of our business and operations and that we consider
reasonable. However, the Company’s business and operations are subject to significant risks, and, as a result, there can be no
assurance that actual results and the results of the company’s business and operations will not differ materially from the results
contemplated in such forward-looking statements. Factors that could cause actual results to differ from expectations in the Company’s
forward-looking statements include the risks and uncertainties described in the “Risk Factors” section of Part I, Item 1A
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange
Commission (SEC) on March 3, 2025, and subsequent SEC filings. Forward-looking statements speak only as of the date they are made and
are not guarantees of future performance. Accordingly, you should not place undue reliance on forward-looking statements. The Company
does not undertake any obligation to publicly update or revise our forward-looking statements, except as required by law.
| Item 7.01. | Regulation FD Disclosure. |
On October 22, 2025, the Company issued a press release entitled “Avadel
Pharmaceuticals and Jazz Pharmaceuticals Reach Global Settlement.” A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on the Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached
hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
(d) Exhibits
| 99.1 |
Press release issued by Avadel Pharmaceuticals plc on October
22, 2025. |
| 104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: October 22, 2025 |
AVADEL PHARMACEUTICALS PLC |
| |
|
|
| |
By: |
/s/ Jerad G. Seurer |
| |
|
Name: |
Jerad G. Seurer |
| |
|
Title: |
General Counsel & Corporate Secretary |
