As filed with the Securities and Exchange Commission
on February 12, 2026
Registration No. 333-289355
Registration No. 333-267198
Registration No. 333-237962
Registration No. 333-236258
Registration
No. 333-183961
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-289355
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-267198
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-237962
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-236258
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-3 REGISTRATION
STATEMENT NO. 333-183961
UNDER
THE SECURITIES ACT OF 1933
AVADEL PHARMACEUTICALS PLC
(Exact name of Registrant as Specified in Its
Charter)
| Ireland |
|
98-1341933 |
|
(State or other jurisdiction of
Incorporation
or organization) |
|
(I.R.S. Employer
Identification No.) |
10 Earlsfort Terrace
Dublin 2, Ireland, D02 T380
+353-1-901-5201
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
c/o Alkermes plc
David J. Gaffin, Esq.
Connaught House
1 Burlington Road
Dublin 4, Ireland D04 C5Y6
(Name and address of agent for service)
+353-1-772-8000
(Telephone number, including area code, of agent
for service)
Copies to:
Chelsea N. Darnell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Stephen FitzSimons, Esq.
McCann FitzGerald LLP
Riverside One, Sir John Rogerson’s Quay
Dublin 2, D02 X576, Ireland
+353-1-829-0000
Approximate date of commencement of proposed sale to
the public: Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ¨
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| |
|
|
|
| Non-accelerated filer |
¨ |
Smaller reporting Registrant |
¨ |
| |
|
|
|
| |
|
Emerging growth Registrant |
¨ |
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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (the “Post-Effective
Amendments”) relate to the following Registration Statements of Avadel Pharmaceuticals plc, a public limited company organized under
the laws of Ireland (the “Registrant”) and Flamel Technologies, S.A. (the “Predecessor Issuer”) on Form S-3 and
Form F-3 (collectively, the “Registration Statements”):
| · | Registration Statement on Form S-3 (File No. 333- 289355) filed with the Securities and Exchange Commission (the “SEC”) by the Registrant on August 7, 2025; |
| · | Registration Statement on Form S-3 (File No. 333-267198) filed with the SEC by the Registrant on August 31, 2022; |
| · | Registration Statement on Form S-3 (File No. 333-237962) filed with the SEC by the Registrant on May 1, 2020; |
| · | Registration Statement on Form S-3 (File No. 333-236258) filed with the SEC by the Registrant on February 5, 2020; and |
| · | Registration Statement on Form F-3 (File No. 333-183961) filed with the SEC by the Predecessor Issuer on September 18, 2012, as amended
by that Post-Effective Amendment No. 1, filed with the SEC on September 30, 2016, and that Post-Effective Amendment No. 2, filed with the SEC on January 6, 2017. |
The Registrant is filing these Post-Effective
Amendments to the Registration Statements to deregister all securities that remain unsold under the Registration Statements.
On February 12, 2026, pursuant to the Transaction
Agreement, dated October 22, 2025, as amended by Amendment No. 1 to the Transaction Agreement, dated November 18, 2025 (as amended, the
“Transaction Agreement”), by and between the Registrant and Alkermes plc (“Alkermes”), Alkermes acquired the Registrant
pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”).
As a result of the Scheme, the Registrant became a wholly owned subsidiary of Alkermes.
As a result of the consummation of the transactions
contemplated by the Transaction Agreement, Registrant has terminated any and all of the offerings of Registrant’s securities pursuant
to the Registration Statements. In accordance with the undertakings made by Registrant to remove from registration, by means of a post-effective
amendment, any of the securities which remain unsold at the termination of the offerings, Registrant hereby amends the Registration Statements
and removes from registration any and all of the securities of Registrant registered under the Registration Statements that remain unsold
as of the date of these Post-Effective Amendments, and hereby terminates the effectiveness of the Registration Statements.
The foregoing description of the Transaction Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Transaction
Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 22, 2025,
and Amendment No. 1 to the Transaction Agreement, which is attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed
with the SEC on November 19, 2025.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, in the Country of Ireland on February 12, 2026.
AVADEL PHARMACEUTICALS PLC
| By: |
/s/ Declan O'Connor |
|
| |
Declan O’Connor |
|
| |
Director |
|
No other person is required to sign these Post-Effective
Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
