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): June 4, 2019
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AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
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Ireland
(State or Other Jurisdiction
of Incorporation)
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001-37977
(Commission File Number)
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98-1341933
(I.R.S. Employer
Identification No.)
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Block 10-1
Blanchardstown Corporate Park, Ballycoolin
Dublin 15, Ireland
(Address of Principal Executive Offices)
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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 7.01 |
Regulation FD Disclosure.
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On June 9, 2019, Avadel Pharmaceuticals plc (the “Company”) intends to present two posters at the 33rd Annual Meeting of the Associated
Professional Sleep Societies in San Antonio, Texas. A copy of the Company’s posters to be used at the conference is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
On June 4, 2019, the Company issued a press release, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information responsive to Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as may be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements:
This Current Report on Form 8-K – including Exhibit 99.1 attached hereto – may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements relate to our future expectations, beliefs, plans, strategies, objectives,
results, conditions, financial performance, prospects, or other events. In some cases, forward-looking statements can be identified by the use of words or phrases such as “could” and similar expressions, and the negatives thereof (if applicable).
Our forward-looking statements are based on estimates and assumptions that
are made within the bounds of our knowledge of our business and operations and that we consider reasonable. However, our business and operations are subject to significant risks and as a result there can be no assurance that actual results of our
research, development and commercialization activities and the results of our business and operations will not differ materially from the results contemplated in such forward-looking statements. Please see also the other risks and uncertainties
described in the “Risk Factors” section of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 which we filed with the Securities and Exchange Commission on March 15, 2019.
Forward-looking statements speak only as of the date they are made and are
not guarantees of future performance. Accordingly, you should not place undue reliance on forward-looking statements. We do not undertake any obligation to publicly update or revise the forward-looking statements contained in this press release.
Please also see the “Cautionary Note Regarding Forward-Looking
Statements” set forth in Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
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Presentation materials dated June 9, 2019*
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99.2
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Press release dated June 4, 2019, issued by Avadel Pharmaceuticals plc*
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* This information shall be deemed to be “furnished” and not filed herewith.
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.
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AVADEL PHARMACEUTICALS PLC
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By:
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/s/ Phillandas T. Thompson
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Phillandas T. Thompson
Senior Vice President, General Counsel and Corporate Secretary
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Date: June 7, 2019
Exhibit Index
* This information shall be deemed to be “furnished” and not filed herewith.
Exhibit 99.1
Avadel to Present New Data on Once-Nightly Sodium Oxybate at SLEEP 2019 Conference
DUBLIN, Ireland, June 4th, 2019 (GLOBE NEWSWIRE) -- Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on developing FT218 for
narcolepsy, today announced it will present two posters at the 33rd Annual Meeting of the Associated Professional Sleep Societies being held in San Antonio, Texas, from June 8-12, 2019. The posters highlight pharmacokinetic (PK) data for
its investigational, once-nightly controlled-release sodium oxybate (FT218), including a head-to-head PK comparison to twice-nightly sodium oxybate and dose proportionality across three doses.
“Our once-nightly controlled-release sodium oxybate demonstrated lower overall peak plasma concentrations (Cmax) and similar total
exposures (AUC), compared to twice-nightly sodium oxybate in a head-to-head study,” said Jordan Dubow, MD, Chief Medical Officer of Avadel Pharmaceuticals. “Furthermore, results from our dose proportionality study showed that FT218 exhibits
predictable increases in plasma levels with increasing doses, consistent with the PK profile desired for a once-nightly sodium oxybate formulation. We are excited about the potential benefits of our once-nightly formulation and look forward to
completion of the Phase 3 REST-ON trial, which is nearly two-thirds complete.”
Poster Presentations:
Poster 0609, presented Sunday, June 9, 5:15- 7:15 p.m. CDT
“Pharmacokinetics and Formulation Selection of FT218, an Investigational Controlled-Release Sodium Oxybate Formulation
Designed for Once-Nightly Dosing”
Poster 0610, presented Sunday, June 9, 5:15 – 7:15 p.m. CDT
“Pharmacokinetics and Dose Proportionality of FT218, an Investigational Controlled-Release Sodium Oxybate Formulation
Designed for Once-Nightly Dosing”
The pharmacokinetics and formulation selection pilot study was designed as a four-way crossover study in 16 healthy volunteers, evaluating
three proprietary once-nightly formulations of Micropump™ controlled-release (CR) sodium oxybate (FT218) versus twice-nightly immediate-release (IR) sodium oxybate at a nightly dose of 4.5g (two doses of 2.25g for IR sodium oxybate). Each subject
consumed a standard meal two hours prior to dosing. Subjects receiving the twice-nightly IR sodium oxybate, were administered the second dose 4 hours after the first dose. Two subjects dropped out of the study prior to the completion. The key data
for the 14 evaluable subjects demonstrates:
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FT218 exhibited rapid initial absorption comparable to twice-nightly IR sodium oxybate
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FT218 demonstrated a lower overall Cmax than twice-nightly IR sodium oxybate
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FT218 mean blood concentrations (ug/ml) at 8 hours were similar to that of twice-nightly IR sodium oxybate
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Safety and tolerability were similar across administrations
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The dose proportionality study was an open-label, single-dose, three-sequential-period study in 20 healthy volunteers. Subjects received three
separate single-dose administrations of FT218 at bedtime, two hours post-evening meal, in a sequential order of 4.5g, 7.5g and 9g with a minimum 7-day washout between doses. PK profiles were assessed for dose proportionality across the three doses
and the results demonstrated:
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FT218, at each dose, exhibited PK profiles consistent with those desired for once-nightly dosing
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Dose proportionality was maintained for Cmax across the dosage range
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Safety profile was consistent with what is known for sodium oxybate
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The safety and efficacy of FT218 for the once-nightly treatment of excessive daytime sleepiness (EDS) and cataplexy in patients with narcolepsy
is currently being evaluated in the Phase 3, multi-centered, double-blind, placebo-controlled REST-ON trial, which is expected to complete enrollment in 2020. Poster reprints and REST-ON information will be available at Avadel’s Booth #1027 in the
Exhibit Hall during the SLEEP 2019 conference.
About Avadel Pharmaceuticals plc:
Avadel Pharmaceuticals plc (Nasdaq: AVDL) is a branded specialty pharmaceutical company. The Company’s primary focus is on the development and potential FDA
approval for FT218, which is in a Phase 3 clinical trial for the treatment of narcolepsy patients suffering from excessive daytime sleepiness (EDS) and cataplexy. In addition, Avadel develops and markets a portfolio of sterile injectable drugs used
in the hospital setting. Avadel is headquartered in Dublin, Ireland with operations in St. Louis, Missouri and Lyon, France. For more information, please visit www.avadel.com.
Cautionary Disclosure Regarding Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements relate to our future expectations, beliefs, plans, strategies, objectives, results, conditions, financial performance, prospects, or other events. In some cases, forward-looking statements can be
identified by the use of words or phrases such as “will,” “as we continue,” “objective,” “future success,” “potential, “opportunity” and similar expressions, and the negatives thereof (if applicable).
Our forward-looking statements are based on estimates and assumptions that are made within the bounds of our knowledge of
our business and operations and that we consider reasonable. However, our business and operations are subject to significant risks and as a result there can be no assurance that actual results of our research, development and commercialization
activities and the results of our business and operations will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results to differ from expectations in our forward-looking
statements include (i) the risk that we could experience failure or delay in completing the Phase 3 “REST-ON” clinical trial for our FT218 product, or that if the FDA ultimately approves such product, the approval may not include any period of market
exclusivity; (ii) the risk that, even if we successfully complete the development of FT218 and begin its commercialization, it may not receive market acceptance, or new, announced alternative products in development may be approved and may be viewed
as more effective than FT218 or otherwise receive greater market acceptance; (iii) the risk that servicing our $143.75 million Exchangeable Senior Notes due 2023 may require a significant amount of cash, and we may not have sufficient cash or the
ability to raise the funds necessary to settle exchanges of such 2023 Notes in cash, repay the 2023 Notes at maturity, or repurchase the 2023 Notes as required following a “fundamental change” event described in the indenture governing the 2023
Notes; and (iv) the other risks and uncertainties described in the “Risk Factors” section of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 which we filed with the Securities and Exchange Commission on March
15, 2019.
Forward-looking statements speak only as of the date they are made and are not guarantees of future performance.
Accordingly, you should not place undue reliance on forward-looking statements. We do not undertake any obligation to publicly update or revise the forward-looking statements contained in this press release.
Contacts: Michael F. Kanan
Chief Financial Officer Phone: (636) 449-1844
Email: mkanan@avadel.com
Alex Gray
Burns McClellan Phone: (212) 213-0006
Email: agray@burnsmc.com
Source: Avadel Pharmaceuticals plc