Every 8-K that Avadel Pharmaceuticals plc (AVDL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AVDL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AVDL filings page.
Avadel Pharmaceuticals plc has been acquired by Alkermes plc and is going private. Through an Irish court-sanctioned scheme of arrangement, Alkermes acquired all outstanding Avadel ordinary shares, other than those it already held, and Avadel became a wholly owned subsidiary of Alkermes.
Each Avadel shareholder as of 11:59 p.m. New York City time on February 11, 2026 is entitled to receive $21.00 in cash plus one non-transferable contingent value right per share, which may pay an additional $1.50 in cash per share upon achievement of a specified milestone. In connection with the acquisition, Avadel prepaid approximately $60,246,950 to RTW Royalty II DAC to terminate existing royalty obligations and also terminated its at-the-market equity offering program.
Trading in Avadel shares on Nasdaq has been halted and the company has requested delisting and deregistration, after which it will suspend Exchange Act reporting. At the effective time, Avadel’s executive officers and directors resigned, and its governing documents were amended as agreed in the transaction.
Avadel Pharmaceuticals plc reports that the High Court of Ireland has scheduled a sanction hearing on February 10, 2026 at 11:00 a.m. (Irish time) to consider the scheme of arrangement under which Alkermes plc will acquire all issued and to be issued ordinary shares of Avadel. Any interested party wishing to appear at the hearing must notify Avadel’s solicitors and, where applicable, file and serve supporting affidavits by 5:30 p.m. (Irish time) on February 5, 2026. The company states that the acquisition is expected to close shortly after the Court issues an order sanctioning the scheme, subject to satisfaction or waiver of remaining conditions and other customary risks outlined in detailed forward‑looking and Irish Takeover Rules disclosures.
Avadel Pharmaceuticals plc reported that its shareholders approved all proposals related to the planned acquisition of Avadel by Alkermes plc via an Irish scheme of arrangement. At the court-ordered Scheme Meeting, shareholders passed the scheme proposal, with 20 of 21 shareholders of record voting in favor, representing at least 75% of the value of shares voted. At the separate extraordinary general meeting, shareholders approved the scheme and authorized directors to carry it into effect, amended Avadel’s Articles so that new ordinary shares issued after the record time are either subject to the scheme or automatically acquired by Alkermes for the scheme consideration, and backed, on a non-binding advisory basis, specified compensatory arrangements for Avadel’s named executive officers in connection with the transaction.
Avadel Pharmaceuticals plc reported that it has completed patient enrollment in REVITALYZ, its Phase 3 clinical trial evaluating LUMRYZ as a potential treatment for idiopathic hypersomnia. This marks a key development step for assessing whether LUMRYZ can help people with this chronic sleep disorder. The company stated that it expects to have data from the REVITALYZ study in the second quarter of 2026, which will help determine next steps for the program.
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 (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.
Avadel Pharmaceuticals plc reports that a U.S. District Court has ordered its subsidiary Avadel CNS Pharmaceuticals to pay Jazz Pharmaceuticals a future ongoing royalty of 3.85% on sales of its sleep medicine LUMRYZ. This royalty will apply through the expiration of Jazz’s U.S. Patent No. 11,147,782 on February 18, 2036.
Avadel disagrees with the underlying jury decision on the patent’s validity and plans to keep contesting both that decision and the related royalty obligation. Despite this, the company states that it has been accruing this royalty and will continue to recognize the related liability on its balance sheet, indicating that the financial impact of the royalty is being reflected in its accounting.
Avadel Pharmaceuticals entered an exclusive global license agreement with XWPharma for valiloxybate, a GABAB receptor agonist for sleep disorders including narcolepsy and idiopathic hypersomnia. The license covers worldwide rights excluding mainland China, Hong Kong and Macau.
Avadel has paid XWPharma an upfront $15 million and will pay an additional $5 million in the fourth quarter of 2025. XWPharma may receive up to $30 million in development milestones, up to $155 million in tiered sales milestones tied to annual net sales up to $750 million, and additional performance-based sales milestone payments equal to 10% of each sales milestone for annual net sales exceeding $750 million and up to $3.5 billion. The agreement also includes tiered royalties from high-single digit to mid-teens on annual net sales and a $10 million milestone after the first U.S. commercial sale for each indication beyond narcolepsy and idiopathic hypersomnia following FDA approval.
The agreement runs until expiration of the applicable royalty terms and includes customary provisions on termination, representations, covenants and indemnification, with Avadel able to terminate for convenience subject to a notice period.
Avadel Pharmaceuticals (Nasdaq: AVDL) filed an 8-K disclosing a decisive legal outcome.
On June 27 2025, the U.S. Court of Appeals for the D.C. Circuit issued a unanimous ruling affirming the District Court’s October 30 2024 judgment that upheld the FDA’s approval of LUMRYZ. The appeal was brought by Jazz Pharmaceuticals, which had alleged the approval violated the Administrative Procedure Act. With the appeal dismissed, LUMRYZ’s approval stands, eliminating a significant regulatory and litigation overhang.
No further conditions, penalties, or operational changes were reported.