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Washington, D.C. 20549





Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 3, 2023



(Exact name of registrant as specified in its charter)



Ireland 001-37977 98-1341933
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)


10 Earlsfort Terrace

Dublin 2, Ireland, D02 T380


Not Applicable

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: +353 1 920 1000


Not Applicable

(Former name or former address, if changed since last report)



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))


Securities registered pursuant to Section 12(b) of the Act:



Title of each class Trading Symbol(s) Name of each exchange on which

American Depositary Shares*

Ordinary Shares, nominal value $0.01 per share**



The Nasdaq Global Market


*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) Ordinary Share.



** Not for trading, but only in connection with the listing of American Depositary Shares on The Nasdaq Global Market.


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 8.01 Other Events.  


As previously disclosed, on March 29, 2023, Avadel Pharmaceuticals plc (the “Company”) entered into an underwriting agreement with Jefferies LLC, as representative of several underwriters, relating to the registered public offering (the “Offering”) of an aggregate of (i) up to 12,205,883 ordinary shares, nominal value $0.01 per share of the Company (“Ordinary Shares”) in the form of American Depositary Shares (“ADSs”), which included the Company’s grant to the Underwriters, of an option to purchase an additional 2,205,882 Ordinary Shares represented by ADSs (the “Option Shares”), and (ii) 4,705,882 Series B Non-Voting Convertible Preferred Shares.


On April 3, 2023, the Company closed the Offering, which included the Underwriters’ full exercise of its option to purchase the Option Shares. The gross proceeds from the Offering were approximately $143.8 million, before deducting underwriting discounts, commissions, and other offering expenses. Following the closing of the Offering, the Company has 76,683,391 Ordinary Shares, 4,705,882 Series B Non-Voting Convertible Preferred Shares, and 487,614 Series A Non-Voting Convertible Preferred Shares outstanding.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Jerad G. Seurer
    Name: Jerad G. Seurer
    Title: General Counsel & Corporate Secretary