Avadel Pharmaceu SEC Filings

Avadel Pharmaceuticals plc has filed post-effective amendments to several Form S-3 and Form F-3 registration statements to deregister all securities that remained unsold under those shelves. This step follows the completion of a court-sanctioned scheme of arrangement under Irish law, through which Alkermes plc acquired Avadel.

As a result of this acquisition, Avadel became a wholly owned subsidiary of Alkermes and has terminated all offerings of its securities under the affected registration statements. The amendments formally remove any unsold securities from registration and terminate the effectiveness of those shelf registrations.

Avadel Pharmaceuticals plc filed post-effective amendments to several shelf registration statements to deregister all securities that remained unsold. This step follows the completion of a transaction under which Alkermes plc acquired Avadel through a court-sanctioned scheme of arrangement in Ireland.

As a result of the scheme, Avadel became a wholly owned subsidiary of Alkermes and terminated all offerings under the affected Form S-3 and Form F-3 registration statements. The company is formally ending the effectiveness of these registrations in line with prior undertakings to remove any unsold securities once offerings ceased.

Avadel Pharmaceuticals plc filed post-effective amendments to several shelf registration statements to deregister all securities that were never sold under those filings. This step follows completion of a court-sanctioned scheme of arrangement under Irish law through which Alkermes plc acquired Avadel.

As a result of the scheme, Avadel became a wholly owned subsidiary of Alkermes and terminated all offerings of its securities under the affected Form S-3 and Form F-3 registration statements. The amendments formally remove any remaining unsold securities from registration and terminate the effectiveness of those registration statements.

Brandes Investment Partners, L.P., a Delaware investment adviser, reports beneficial ownership of 218,835 common shares of Avadel Pharmaceuticals plc, equal to 0.22% of the class as of December 31, 2025. All voting and dispositive power over these shares is reported as shared, with no sole authority.

The filing is made on a passive Schedule 13G basis, with Brandes certifying that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Avadel.

Avadel Pharmaceuticals plc has had its ordinary shares targeted for removal from listing and/or registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed Form 25, certifying compliance with its rules for striking this class of securities from listing.

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 received an amended Schedule 13G/A from investment entities associated with Jeffrey L. Gendell, reporting a reduced ownership position below the 5% threshold. This amendment is described as an exit filing for the reporting persons.

Mr. Gendell reports beneficial ownership of 4,839,357 American Depositary Shares, or 4.9% of Avadel’s ordinary shares outstanding. Within this total, Tontine Capital Overseas Master Fund II, L.P. and Tontine Asset Associates, LLC each report beneficial ownership of 2,859,475 American Depositary Shares, or approximately 2.9% of the outstanding ordinary shares.

Avadel Pharmaceuticals director Mark Anthony McCamish reported an internal share transfer involving 67,025 ordinary shares on February 4, 2026. The filing shows 67,025 shares moved from Matthew 5 LLC to the McCamish Charitable Remainder Trust at a stated price of $0 per share.

Following these transactions, 67,025 ordinary shares are reported as indirectly held through the McCamish Charitable Remainder Trust and 22,000 ordinary shares are reported as directly held. The reporting person and his spouse are income beneficiaries of the charitable remainder trust, and he disclaims beneficial ownership except for his and his spouse's pecuniary interest.

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.