UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2018
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AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
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Ireland
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000-28508 (Commission File Number) |
98-1341933 (I.R.S. Employer | ||||
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Block 10-1 Dublin 15, Ireland |
Not Applicable (Zip Code) |
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Registrant’s telephone number, including area code: +353 1 485 1200
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors
On December 7, 2018, the Board of Directors of Avadel Pharmaceuticals plc (the “Company”), acting on the recommendation of its Nominating and Corporate Governance Committee, unanimously appointed Mr. Kevin Kotler to the Company’s Board of Directors, effective immediately. Mr. Kotler’s term will expire at the Company’s 2019 Annual General Meeting of Shareholders. Concurrent with his appointment as a director, Mr. Kotler was also appointed to the Board’s Compensation Committee and Nominating and Corporate Governance Committee. He will be compensated pursuant to the same arrangements as the Company’s other non-management directors, with his cash compensation pro-rated to reflect the partial term he will serve through the Company’s 2019 Annual General Meeting of Shareholders. Compensation arrangements for directors are described under the heading “Director Compensation” in the Company’s 2018 Proxy Statement.
There are no arrangements or understandings between Mr. Kotler and any other person pursuant to which Mr. Kotler was appointed to serve on the Board. Mr. Kotler has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On December 11, 2018, the Company issued a press release announcing the appointment of Mr. Kotler to the Company’s Board of Directors. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release of Avadel Pharmaceuticals plc dated December 11, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVADEL PHARMACEUTICALS PLC | |||
| By: | /s/ Phillandas T. Thompson | ||
| Phillandas T. Thompson | |||
Senior Vice President, General Counsel and Corporate Secretary | |||
Date: December 11, 2018
Exhibit Index
| 99.1 | Press release of Avadel Pharmaceuticals plc dated December 11, 2018 |
Exhibit 99.1
Avadel Pharmaceuticals Appoints Kevin Kotler to the Company’s Board of Directors
DUBLIN, Ireland, Dec. 11, 2018 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on providing innovative medicines for chronic urological, central nervous system, and sleep disorders, today announced that Kevin Kotler, the founder and Portfolio Manager of Broadfin Capital, LLC, has been appointed to the Company’s Board of Directors and will immediately join the Board. The Company also intends to nominate and appoint an additional director, in consultation with Broadfin, in the very near future.
Mr. Kotler is an experienced healthcare investor with a strong track record and over 25 years of industry experience. He founded Broadfin Capital, a healthcare focused investment firm based in New York City, in 2005. Mr. Kotler also serves as a director of publicly traded BioDelivery Sciences International, Inc. (Nasdaq: BDSI).
“We are pleased to welcome Kevin to our Board of Directors,” said Mike Anderson, Chief Executive Officer of Avadel. “The experience and insight that he brings from his career as an investor will be invaluable to Avadel as we move forward to build value for our shareholders. Broadfin Capital is one of Avadel’s largest shareholders and Kevin’s addition to the Board demonstrates our willingness to listen to shareholder concerns about creating and maximizing shareholder value.”
Craig Stapleton, Chairman of the Board of Directors said, “We are delighted that Kevin, a large shareholder of Avadel through his Broadfin fund, has agreed to join our Board. We look forward to the guidance he will bring given his years in the investment community. Kevin will serve on the Compensation Committee and the Nominating and Corporate Governance Committees, the latter of which will be particularly useful as we identify new members of the Board.”
“I am pleased with the Company’s decision to bring on two additional directors. This shows commitment by the Board to listen to investors’ feedback, and I look forward to working with the current Board to maximize value for the benefit of all shareholders,” said Mr. Kotler.
About Avadel Pharmaceuticals plc
Avadel Pharmaceuticals plc (Nasdaq: AVDL) is a specialty pharmaceutical company that seeks to develop differentiated pharmaceutical products that are safe, effective and easy to take through formulation development, by utilizing its proprietary drug delivery technology and through in-licensing / acquiring new products; ultimately, helping patients adhere to their prescribed medical treatment and see better results. Avadel’s current portfolio of products and product candidates focuses on the urology, central nervous system (CNS) / sleep, and hospital markets. The Company is headquartered in Dublin, Ireland with operations in St. Louis, Missouri and Lyon, France. For more information, please visit www.avadel.com.
About Broadfin Capital.
Broadfin Capital is a global equity healthcare manager founded in 2005. With over $600 million of assets under management, Broadfin applies a value-oriented investment strategy based on deep, fundamental research. Broadfin’s investment team draws on its extensive experience in the medical technology, pharmaceuticals and biotechnology sectors with a particular focus on small and mid-cap investments.
| Contacts: | Michael F. Kanan |
| Chief Financial Officer | |
| Phone: (636) 449-1844 | |
| Email: mkanan@avadel.com | |
| Ami Bavishi | |
| Phone: (212) 213-0006 | |
| Email: abavishi@burnsmc.com |