Avadel Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Avadel Pharma just signed a big deal, filing an 8-K today.

AI Summary

On November 18, 2025, Avadel Pharmaceuticals plc entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements with exhibits. The company is incorporated in Ireland and its principal executive offices are located in Dublin.

Why It Matters

This filing indicates a significant new agreement for Avadel Pharmaceuticals, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Avadel Pharmaceuticals plc (company) — Registrant
• November 18, 2025 (date) — Date of earliest event reported
• Ireland (location) — Jurisdiction of incorporation
• Dublin 2, Ireland (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — stered Ordinary Shares, nominal value $0.01 per share AVDL The Nasdaq Global Ma
• $18.50 — rdinary share capital of Avadel for (i) $18.50 per ordinary share, nominal value $0.01
• $1.50 — a potential additional cash payment of $1.50 per Avadel Share, contingent upon achie
• $21.00 — nded Transaction Agreement increased to $21.00 per Avadel Share and with the terms of

Filing Documents

• tm2529228d13_8k.htm (8-K) — 57KB
• tm2529228d13_ex2-2.htm (EX-2.2) — 29KB
• tm2529228d13_ex99-1.htm (EX-99.1) — 144KB
• 0001104659-25-113886.txt ( ) — 444KB
• avdl-20251118.xsd (EX-101.SCH) — 3KB
• avdl-20251118_lab.xml (EX-101.LAB) — 33KB
• avdl-20251118_pre.xml (EX-101.PRE) — 22KB
• tm2529228d13_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 18, 2025 (the "Amendment Date"), Avadel Pharmaceuticals plc, a public limited company incorporated under the laws of Ireland ("Avadel"), entered into Amendment No. 1 (the "Amendment") to the previously announced Transaction Agreement, dated October 22, 2025 (the "Original Transaction Agreement" and, as amended by the Amendment, the "Amended Transaction Agreement"), by and between Avadel and Alkermes plc ("Alkermes"). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Transaction Agreement. As previously announced, the Original Transaction Agreement provided that Alkermes would acquire the entire issued and to be issued ordinary share capital of Avadel for (i) $18.50 per ordinary share, nominal value $0.01 per share, of Avadel (each, an "Avadel Share"), payable in cash at closing (the "Cash Consideration") and (ii) a non-transferable contingent value right (the "CVR") entitling holders to a potential additional cash payment of $1.50 per Avadel Share, contingent upon achievement of the specified milestone set forth in the CVR Agreement. Under the terms of the Amendment, the parties have agreed, among other things, on the terms of an increased offer to acquire the entire issued and to be issued ordinary share capital of Avadel with the Cash Consideration payable under the Amended Transaction Agreement increased to $21.00 per Avadel Share and with the terms of the CVR unchanged. Other than as expressly modified pursuant to the Amendment, the Original Transaction Agreement remains in full force and effect as originally executed on October 22, 2025. The foregoing descriptions of the Original Transaction Agreement and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Original Transaction Agreement, a copy of which is incorporated by reference as Exhib

01

Item 7.01. Regulation FD Disclosure. On November 19, 2025, Avadel and Alkermes issued a revised offer announcement announcing entry into the Amendment. A copy of the revised offer announcement is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. The information in this Item 7.01, and in Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 2.1 Transaction Agreement, dated as of October 22, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc. (incorporated by reference to Exhibit 2.1 to Avadel's Current Report on Form 8-K filed with the SEC on October 22, 2025). 2.2 Amendment No. 1 to the Transaction Agreement, dated as of November 18, 2025, by and between Alkermes plc and Avadel Pharmaceuticals plc. 99.1 Revised offer announcement, dated as of November 19, 2025. 104 Cover page interactive data file (embedded within the Inline XBRL document). NO OFFER OR SOLICITATION This report is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the acquisition by Alkermes of all outstanding ordinary shares of Avadel (the "acquisition") or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The acquisition will be implemented by means of an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the scheme document (or, if the acquisition is implemented by way of a takeover offer, the applicable takeover offer document), which will contain the full terms and conditions of the acquisition, including details of how Avadel shareholders may vote in respect of the acquisition. Any decision in respect of, or other response to, the acquisition, should be made only on the basis of the information contained in the scheme document (or if the acquisition is implemented by way of a takeover offer, the applicable takeover offer document). Important Additional Information and Where To Find It In connection with the acquisition, Avadel filed a preliminary proxy statement

SIGNATURES

SIGNATURES 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. Date: November 19, 2025 AVADEL PHARMACEUTICALS PLC By: /s/ Jerad G. Seurer Name: Jerad G. Seurer Title: General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR