As filed with the Securities and Exchange Commission
on August 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
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 |
Not Applicable |
| (Address of Principal Executive Offices) |
(Zip Code) |
Avadel Pharmaceuticals plc 2021 Inducement
Plan
(Full Title of the Plan)
Greg Divis
Chief Executive Officer
Avadel Pharmaceuticals plc
16640 Chesterfield Grove Road
Suite 200
Chesterfield, MO 63005
(636) 449-1830
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
|
Robert E. Puopolo, Esq.
Marishka DeToy, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000 |
Christopher McLaughlin
Arthur Cox
10 Earlsfort Terrace
Dublin 2, Ireland
D02 T380
(+353) 1 920 1026 |
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 12b2 of the Exchange Act.
| Large accelerated filer |
x |
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Accelerated filer |
¨ |
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| Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the
offer and sale of an additional 500,000 ordinary shares, nominal value $0.01 per share, to be issued under the Registrant’s 2021
Inducement Plan for which a Registration Statement on Form S-8 relating to the same employee benefit plans are effective.
Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement on Form S-8 filed by the Registrant on March 16, 2022 (File No. 333-263620) related to the
Registrant’s 2021 Inducement Plan is incorporated by reference, except to the extent supplemented, amended or superseded by the
information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier Registration
Statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Number |
Description |
| |
|
| 4.1 |
Constitution (containing
the Memorandum and Articles of Association) of Avadel Pharmaceuticals plc (incorporated by reference to Appendix 15 of Exhibit 2.1
to the registrant’s current report on Form 8-K, filed on July 1, 2016) |
| |
|
| 5.1* |
Opinion of Arthur Cox, Solicitors
|
| |
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| 23.1* |
Consent of Arthur Cox, Solicitors
(included in Exhibit 5.1) |
| |
|
| 23.2* |
Consent of Deloitte &
Touche LLP, Independent Registered Public Accounting Firm |
| |
|
| 24.1 |
Power of Attorney (included
on the signature page of this registration statement) |
| |
|
| 99.1 |
Avadel Pharmaceuticals plc
2021 Inducement Plan (incorporated by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K,
filed on March 16, 2022) |
| |
|
| 99.2 |
Amendment
to the Avadel Pharmaceuticals plc 2021 Inducement Plan (incorporated by reference to Exhibit 10.13 to the registrant’s
Annual Report on Form 10-K, filed March 3, 2025) |
| |
|
| 107* |
Filing Fee Table. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterfield, State
of Missouri, on this 7th day of August, 2025.
| AVADEL PHARMACEUTICALS PLC |
|
| |
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| By: |
/s/ Gregory J. Divis |
|
| |
Gregory J. Divis |
|
| |
Chief Executive Officer |
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Avadel Pharmaceuticals
plc, hereby severally constitute and appoint Gregory J. Divis and Thomas S. McHugh, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and directors to enable Avadel Pharmaceuticals plc to comply
with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all
amendments thereto.
Pursuant to the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
| /s/ Gregory J. Divis |
|
Director, Chief Executive Officer and Principal Executive Officer |
|
August 7, 2025 |
| Gregory J. Divis |
|
|
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| |
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| /s/ Thomas S. McHugh |
|
Chief Financial Officer and Principal Financial and Accounting Officer |
|
August 7, 2025 |
| Thomas S. McHugh |
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| /s/ Geoffrey M. Glass |
|
Non-Executive Chairman and Director |
|
August 7, 2025 |
| Geoffrey M. Glass |
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| /s/ Naseem S. Amin |
|
Director |
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August 7, 2025 |
| Naseem S. Amin, MD |
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| /s/ Eric J. Ende |
|
Director |
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August 7, 2025 |
| Eric J. Ende, MD |
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| /s/ Mark A. McCamish |
|
Director |
|
August 7, 2025 |
| Mark A. McCamish, MD, PhD |
|
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| /s/ Linda S. Palczuk |
|
Director |
|
August 7, 2025 |
| Linda S. Palczuk |
|
|
|
|
| |
|
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| /s/ Peter Thornton |
|
Director |
|
August 7, 2025 |
| Peter Thornton |
|
|
|
|
| |
|
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| /s/ Gregory J. Divis |
|
Authorized Representative United States |
|
August 7, 2025 |
| Gregory J. Divis |
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