AVDL / Avadel Pharmaceuticals plc - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 AVADEL PH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Em

Avadel Pharmaceuticals Strengthens Sleep Medicine Portfolio with Exclusive License of Valiloxybate from XWPharma Ltd – Expands Avadel’s pipeline with salt-free, artificial sweetener-free, once-at-bedtime oxybate for treatment of narcolepsy and idiopa

Exhibit 99.1 Avadel Pharmaceuticals Strengthens Sleep Medicine Portfolio with Exclusive License of Valiloxybate from XWPharma Ltd – Expands Avadel’s pipeline with salt-free, artificial sweetener-free, once-at-bedtime oxybate for treatment of narcolepsy and idiopathic hypersomnia – – Initial pharmacokinetic (PK) and comparative bioavailability study to initiate in fourth quarter 2025 with pivotal P

Employment Agreement dated as of August 6, 2025 between Avadel Management Corporation and Jerad Seurer (filed herewith)

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 6th day of August 2025 (the “Effective Date”) by and among Jerad G. Seurer, currently residing at [***] (the “Executive”), and Avadel Management Corporation, a Delaware corporation with a principal office located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, Missouri 63005 (the “Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ————

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Filing Fee Table.

Calculation of Filing Fee Tables S-8 AVADEL PHARMACEUTICALS PLC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity 2021 Inducement Plan Ordinary Shares, $0.

Form of Senior Indenture

Exhibit 4.2 AVADEL PHARMACEUTICALS PLC Issuer AND , as Trustee INDENTURE Dated as of , Senior Debt Securities TABLE OF CONTENTS(1) Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Sec

Avadel Pharmaceuticals Reports Second Quarter 2025 Financial Results and Raises 2025 Revenue Guidance -- Generated LUMRYZ™ net revenue of $68.1 million, a 64% increase compared to second quarter 2024, net income of $9.7 million and earnings per share

Exhibit 99.1 Avadel Pharmaceuticals Reports Second Quarter 2025 Financial Results and Raises 2025 Revenue Guidance - Generated LUMRYZ™ net revenue of $68.1 million, a 64% increase compared to second quarter 2024, net income of $9.7 million and earnings per share of $0.10 - - 3,100 patients on LUMRYZ as of June 30, 2025, a 63% increase compared to June 30, 2024 - - Raises 2025 full year revenue gui

Filing Fee Table

Calculation of Filing Fee Tables S-3 AVADEL PHARMACEUTICALS PLC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Ordinary Shares, nominal value $0.

As filed with the Securities and Exchange Commission on August 7, 2025.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 7, 2025.

Form of Subordinated Indenture

Exhibit 4.3 AVADEL PHARMACEUTICALS PLC Issuer AND , as Trustee INDENTURE Dated as of , Subordinated Debt Securities TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8

Employment Agreement dated as of May 1, 2025 between Avadel Management Corporation and Susan Rodriguez (filed herewith)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 1st day of May 2025 by and among Susan Rodriguez, currently residing at [***] (the “Executive”), and Avadel Management Corporation, a Delaware corporation with a principal office located at 16640 Chesterfield Grove Road, Suite 200, Chesterfield, Missouri 63005 (the “Company”). The Company is an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Consent of Goodwin Procter LLP (included in Exhibit 5.3 hereto)

Exhibit 5.3 Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 August 7, 2025 Avadel Pharmaceuticals plc 10 Earlsfort Terrace Dublin 2 D02 T380 Ireland Re:     Securities Being Registered under Registration Statement on Form S-3 We have acted as U.S. counsel to you in connection with your filing of an automatic shelf registration statement on Form S-3ASR (as am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Avadel Pharmaceuticals plc 2. Name of Person Relying on Exemption: ASL Strategic Value Fund, LP 3. Address of Person Relying on the Exemption: ASL Strategic Value Fund, LP C/O Olshan Frome Wolosky LLP 1325 Avenue of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Avadel Pharmaceuticals plc 2. Name of Person Relying on Exemption: ASL Strategic Value Fund, LP 3. Address of Person Relying on the Exemption: ASL Strategic Value Fund, LP C/O Olshan Frome Wolosky LLP 1325 Avenue of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a party other

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

Avadel Pharmaceuticals Receives Orphan Drug Designation from FDA for LUMRYZTM (sodium oxybate) for Extended-Release Oral Suspension for the Treatment of Idiopathic Hypersomnia

Exhibit 99.1 Avadel Pharmaceuticals Receives Orphan Drug Designation from FDA for LUMRYZTM (sodium oxybate) for Extended-Release Oral Suspension for the Treatment of Idiopathic Hypersomnia DUBLIN, Ireland, June 5, 2025 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced today that LUMRYZTM has been granted Orphan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 AVADEL PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Avadel Pharmaceuticals Expands Leadership Team with Appointment of Susan Rodriguez as Chief Operating Officer

Exhibit 99.1 Avadel Pharmaceuticals Expands Leadership Team with Appointment of Susan Rodriguez as Chief Operating Officer DUBLIN, May 13, 2025 – Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, today announced the appointment of Susan Rodriguez as Chief Operating Officer. In this newly created role, Ms. Rodriguez will lea

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

Avadel Pharmaceuticals Reports First Quarter 2025 Financial Results and Raises Guidance -- Generated $52.5 million in net revenue from sales of LUMRYZ™, a 93% increase over the first quarter of 2024 -- -- 2,800 patients on LUMRYZ as of March 31, 2025

Exhibit 99.1 Avadel Pharmaceuticals Reports First Quarter 2025 Financial Results and Raises Guidance - Generated $52.5 million in net revenue from sales of LUMRYZ™, a 93% increase over the first quarter of 2024 - - 2,800 patients on LUMRYZ as of March 31, 2025, a net increase of 300 patients since December 31, 2024 and a 100% year over year increase over the first quarter of 2024 - - Raises 2025 g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ———

Avadel Pharmaceuticals Announces Favorable Ruling in Appeal of Delaware Court Injunction - With this ruling, Avadel can seek and be granted FDA approval for LUMRYZ in Idiopathic Hypersomnia - - Federal Circuit decision permits new clinical trials and

Exhibit 99.1 Avadel Pharmaceuticals Announces Favorable Ruling in Appeal of Delaware Court Injunction - With this ruling, Avadel can seek and be granted FDA approval for LUMRYZ in Idiopathic Hypersomnia - - Federal Circuit decision permits new clinical trials and further development of LUMRYZTM for the treatment of indications beyond narcolepsy - DUBLIN, Ireland, May 6, 2025 - Avadel Pharmaceutica

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Provides Update at Needham Virtual Healthcare Conference

Exhibit 99.1 Avadel Pharmaceuticals Provides Update at Needham Virtual Healthcare Conference DUBLIN, IRELAND, April 8, 2025 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, today presented at the 24th Annual Needham Virtual Healthcare Conference. The Company provided an update on patient demand metrics that was in line w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Form of Restricted Stock Award Agreement (filed herewith)

RESTRICTED SHARE AWARD AGREEMENT UNDER THE AVADEL PHARMACEUTICALS PLC 2020 OMNIBUS INCENTIVE COMPENSATION PLAN Name of Grantee: No.

Amendment to Avadel Pharmaceuticals plc 2021 Inducement Plan (filed herewith)

AMENDMENT TO AVADEL PHARMACEUTICALS PLC 2021 INDUCEMENT PLAN A.The Avadel Pharmaceuticals plc 2021 Inducement Plan (the “Plan”) is hereby amended by deleting the first sentence of Section 3(a) and substituting therefore the following: “The maximum number of Shares reserved and available for issuance under the Plan shall be 2,000,000 Shares, subject to adjustment as provided in this Section 3.” B.T

Insider Trading Policy dated August 1, 2023 (filed herewith)

Avadel Pharmaceuticals plc Insider Trading Policy Purpose This Insider Trading Policy (this “Policy”) provides requirements with respect to handling confidential information about and transacting in the securities of Avadel Pharmaceuticals plc (“Avadel” or the “Company”) (Nasdaq: AVDL).

Employment Agreement dated as of August 30, 2022 between Avadel Management Corporation and Jerad G. Seurer (filed herewith)

Jerad Seurer August 30, 2022 Re: Employment Letter Agreement Dear Jerad, On behalf of Avadel Pharmaceuticals plc (“Avadel plc”) and its U.

Form of Indemnification Agreement between Avadel Pharmaceuticals plc and Directors and Officers (filed herewith)

AVADEL PHARMACEUTICALS PLC This Deed of Indemnification (“Deed”) is made as of by and between Avadel Pharmaceuticals plc, a public limited company incorporated in Ireland (registered number 572535) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”) and [ ] (“Indemnitee”).

Avadel Pharmaceuticals Reiterates 2025 Guidance as it Reports Fourth Quarter and Full Year 2024 Financial Results -- LUMRYZ™ generated $50.4 million in sales in the fourth quarter, up 158% year-over-year, taking the full-year total to $169.1 million,

Exhibit 99.1 Avadel Pharmaceuticals Reiterates 2025 Guidance as it Reports Fourth Quarter and Full Year 2024 Financial Results - LUMRYZ™ generated $50.4 million in sales in the fourth quarter, up 158% year-over-year, taking the full-year total to $169.1 million, in line with preliminary results published January 8 - Reiterates 2025 guidance, with the number of patients on LUMRYZ expected to increa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-37977 AVADEL PHARMACEUTICALS PLC (Ex

Form of Indemnification Agreement between Avadel US Holdings, Inc. and Directors and Officers (filed herewith)

AVADEL US HOLDINGS, INC. This Indemnification Agreement (“Agreement”) is made as of , by and between Avadel US Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company and Avadel Pharmaceuticals plc, a public limited company incorporated in Ireland (the “Parent”), desire to attract and retain the services of highly qualified individuals, such as Ind

Non-Employee Director Compensation Policy, dated July 30, 2024 (filed herewith)

AVADEL PHARMACEUTICALS PLC NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Avadel Pharmaceuticals plc (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”).

List of Subsidiaries (filed herewith)

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Avadel Pharmaceuticals plc (the Registrant): Ireland 1) Avadel US Holdings, Inc. (f/k/a Flamel US Holdings, Inc.) United States (Delaware) A. Avadel Management, LLC United States (Delaware) B. Avadel CNS Pharmaceuticals, LLC United States (Delaware) 2) Flamel Ireland Ltd. (d/b/a Avadel Ireland) Ireland 3) Avadel Investment Company, Ltd. Cayman Is

Fourth Amendment to Office Lease Agreement by and between Grove II LLC and Avadel Management, LLC dated February 1, 2025 (filed herewith)

FOURTH AMENDMENT TO OFFICE LEASE THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Fourth Amendment”) is made and entered into as of February 1, 2025 (“Effective Date”) by and between GROVE II LLC, a Missouri limited liability company (“Landlord”), and AVADEL MANAGEMENT, LLC, a Delaware limited liability company.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Description of Securities (filed herewith)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description of the registered securities of Avadel Pharmaceuticals plc (“Avadel,” “we” or “our”) summarizes the material terms and provisions of our ordinary shares and preferred shares.

Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan

AVADEL PHARMACEUTICALS PLC 2020 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Avadel Pharmaceuticals PLC, an Irish public limited

Avadel Announces Preliminary 2024 Results and 2025 Commercial Priorities to Accelerate the LUMRYZ Launch -- Approximately $50.0 million of net revenue from sales of LUMRYZ™ estimated for the fourth quarter, a greater than 150% increase over $19.5 mil

Exhibit 99.1 Avadel Announces Preliminary 2024 Results and 2025 Commercial Priorities to Accelerate the LUMRYZ Launch - Approximately $50.0 million of net revenue from sales of LUMRYZ™ estimated for the fourth quarter, a greater than 150% increase over $19.5 million for the comparable period in 2023 - -2,500 patients on LUMRYZ as of December 31, 2024, including 600 patients that initiated therapy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 AVADEL PH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

AVDL / Avadel Pharmaceuticals plc / RTW INVESTMENTS, LP - AVADEL PHARMACEUTICALS PLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) 05337M104** (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the

AVDL / Avadel Pharmaceuticals plc / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

AVDL / Avadel Pharmaceuticals plc / Polar Capital Holdings Plc Passive Investment

SC 13G/A 1 polar-avdl093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AVADEL PHARMACEUTICALS PLC (Name of Issuer) American Depository Shares, each representing on Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) September 30, 2024 (Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 AVADEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS

Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2024 Financial Results -- Generated $50.0 million in net revenue from sales of LUMRYZ™ -- --2,300 patients on LUMRYZ as of September 30th, including 700 patients that initiate

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2024 Financial Results - Generated $50.0 million in net revenue from sales of LUMRYZ™ - -2,300 patients on LUMRYZ as of September 30th, including 700 patients that initiated therapy in the quarter - - Received FDA approval for LUMRYZ for the treatment of cataplexy or EDS in patients 7 years and older with narco

Avadel Pharmaceuticals Announces Favorable Ruling in Administrative Procedure Act Litigation

Exhibit 99.1 Avadel Pharmaceuticals Announces Favorable Ruling in Administrative Procedure Act Litigation DUBLIN, Ireland, October 31, 2024 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced that yesterday, the U.S. District Court for the District of Columbia (“Court”) ruled in favor of the Food and Drug Administ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2024 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Avadel Pharmaceuticals Announces FDA Approval of LUMRYZ™ (sodium oxybate) Extended-Release Oral Suspension (CIII) for the Treatment of Cataplexy or Excessive Daytime Sleepiness in Patients 7 Years of Age and Older with Narcolepsy -- LUMRYZ is the onl

Exhibit 99.1 Avadel Pharmaceuticals Announces FDA Approval of LUMRYZ™ (sodium oxybate) Extended-Release Oral Suspension (CIII) for the Treatment of Cataplexy or Excessive Daytime Sleepiness in Patients 7 Years of Age and Older with Narcolepsy - LUMRYZ is the only FDA-approved once-at-bedtime oxybate treatment for cataplexy or excessive daytime sleepiness (EDS) in patients 7 years of age and older

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 AVADEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Em

Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2024 Financial Results -- Generated $41.5 million in net revenue from sales of LUMRYZ™ -- -- More than 1,900 patients on LUMRYZ as of June 30th -- -- First patient dosed in P

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2024 Financial Results - Generated $41.5 million in net revenue from sales of LUMRYZ™ - - More than 1,900 patients on LUMRYZ as of June 30th - - First patient dosed in Phase 3 trial evaluating LUMRYZ in idiopathic hypersomnia - - FDA target action date of September 7, 2024 for sNDA for LUMRYZ in pediatric narc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ————

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Announces First Patient Dosed in Phase 3 REVITALYZ™ Trial of LUMRYZTM (sodium oxybate) Extended-Release Oral Suspension for the Treatment of Idiopathic Hypersomnia

Exhibit 99.1 Avadel Pharmaceuticals Announces First Patient Dosed in Phase 3 REVITALYZ™ Trial of LUMRYZTM (sodium oxybate) Extended-Release Oral Suspension for the Treatment of Idiopathic Hypersomnia DUBLIN, Ireland, July 31, 2024 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced today that the first patient has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals to Join Russell 3000® Index

Exhibit 99.1 Avadel Pharmaceuticals to Join Russell 3000® Index DUBLIN, Ireland, June 27, 2024 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced today that it is set to join the broad-market Russell 3000® Index at the conclusion of the 2024 Russell US Indexes annual reconstitution, effective at the open of US eq

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a party other

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 AVADEL PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Avadel Pharmaceuticals Appoints Naseem Amin, M.D. to its Board of Directors

Exhibit 99.1 Avadel Pharmaceuticals Appoints Naseem Amin, M.D. to its Board of Directors DUBLIN, Ireland, May 21, 2024 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced today the appointment of Naseem Amin, M.D. to its board of directors, effective May 17, 2024. Dr. Amin, a highly successful executive who brings

As filed with the Securities and Exchange Commission on May 17, 2024

As filed with the Securities and Exchange Commission on May 17, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Avadel Pharmaceuticals Plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2020 Omnibus Incentive Compensation Plan Ordinary Shares, $0.

Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2024 Financial Results -- Generated $27.2 million in net revenue from sales of LUMRYZ™ -- -- Through March 31, greater than 2,800 patients enrolled in Avadel’s RYZUP patient s

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2024 Financial Results - Generated $27.2 million in net revenue from sales of LUMRYZ™ - - Through March 31, greater than 2,800 patients enrolled in Avadel’s RYZUP patient support services and more than 1,700 patients initiated therapy - - Pursuing expansion opportunities for LUMRYZ with sNDA in pediatric narcol

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

, dated as of May 8, 2024, by and between Avadel Pharmaceuticals plc and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the registrant’s current report on Form 8-K, filed on May 8, 2024)

Exhibit 1.1 Execution Version OPEN MARKET SALE AGREEMENTSM May 8, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Avadel Pharmaceuticals plc, an Irish incorporated public limited company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 AVADEL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

Avadel Pharmaceuticals plc Up to $100,000,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-267198 PROSPECTUS SUPPLEMENT (To prospectus dated September 12, 2022) Avadel Pharmaceuticals plc Up to $100,000,000 Ordinary Shares We have entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, relating to our ordinary shares, nominal value $0.01 per share, offered by this prospectus s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ———

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-37977 AVADEL PHA

Form 8-A filed with the SEC on April 15, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2023 Financial -- Generated $19.5 million in fourth quarter and $28.0 million of full year 2023 net revenue from sales of LUMRYZ™ -- -- As of January 31st, grea

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2023 Financial Results - Generated $19.5 million in fourth quarter and $28.0 million of full year 2023 net revenue from sales of LUMRYZ™ - - As of January 31st, greater than 2,200 patients enrolled in RYZUPTM and more than 1,200 patients initiated therapy - - Payer coverage now in place for great

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Description of Securities (filed herewith)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description of the registered securities of Avadel Pharmaceuticals plc (“Avadel,” “we” or “our”) summarizes the material terms and provisions of our ordinary shares, which may be represented by American Depositary Shares, or ADSs, and preferred shares.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-37977 AVADEL PHARMACEUTICALS PLC (Ex

Generic API Supply Agreement

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

Avadel Pharmaceuticals plc Compensation Recovery Policy (filed herewith)

AVADEL PHARMACEUTICALS PLC COMPENSATION RECOVERY POLICY Adopted as of August 1, 2023 Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

Code of Business Conduct and Ethics (

Avadel Code of Conduct Dear Colleagues, At Avadel, the way we do business is as important as the results we achieve.

List of Subsidiaries (filed herewith)

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Avadel Pharmaceuticals plc (the Registrant): Ireland 1) Avadel US Holdings, Inc. (f/k/a Flamel US Holdings, Inc.) United States (Delaware) B. Avadel Legacy Pharmaceuticals, LLC (f/k/a Éclat Pharmaceuticals LLC) United States (Delaware) C. Avadel Management Corporation United States (Delaware) D. Avadel CNS Pharmaceuticals, LLC United States (Dela

AVDL / Avadel Pharmaceuticals plc - Depositary Receipt (Common Stock) / RTW INVESTMENTS, LP - AVADEL PHARMACEUTICALS PLC Passive Investment

SC 13G/A 1 p24-0517sc13ga.htm AVADEL PHARMACEUTICALS PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) 05337M104** (CUSIP Number) December 31, 2023 (Date of event which requires filing of th

AVDL / Avadel Pharmaceuticals plc - Depositary Receipt (Common Stock) / GENDELL JEFFREY L - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 avdl212240sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Avadel Pharmaceuticals plc (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) Decembe

AVDL / Avadel Pharmaceuticals plc - Depositary Receipt (Common Stock) / Polar Capital Holdings Plc Passive Investment

SC 13G 1 polar-avdl123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AVADEL PHARMACEUTICALS PLC (Name of Issuer) American Depository Shares, each representing on Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2023 (Date of Event

AVDL / Avadel Pharmaceuticals plc - Depositary Receipt (Common Stock) / KOTLER KEVIN Passive Investment

SC 13G/A 1 d1097982813g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AVADEL PHARMACEUTICALS PLC (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) February 12, 2024 (Date of Eve

Avadel Pharmaceuticals Announces Strong LUMRYZ Launch Performance and Provides Preliminary Fourth Quarter and Full Year 2023 Financial Highlights -- Approximately $19 million and $28 million of net revenue from sales of LUMRYZ™ estimated for the four

Exhibit 99.1 Avadel Pharmaceuticals Announces Strong LUMRYZ Launch Performance and Provides Preliminary Fourth Quarter and Full Year 2023 Financial Highlights - Approximately $19 million and $28 million of net revenue from sales of LUMRYZ™ estimated for the fourth quarter and full year 2023, respectively - - Generated continued robust demand for LUMRYZ with greater than 1,900 patients enrolled in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 AVADEL PH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2023 Financial Results -- $7.0 million in third quarter LUMRYZ™ net revenue from U.S. commercial launch -- -- Generated robust demand for LUMRYZ with greater than 1,000 patien

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2023 Financial Results - $7.0 million in third quarter LUMRYZ™ net revenue from U.S. commercial launch - - Generated robust demand for LUMRYZ with greater than 1,000 patients enrolled in RYZUPTM and more than 400 patients initiating therapy as of September 30 - - LUMRYZ to be added to preferred position for CVS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2023 Financial Results -- Successfully commenced U.S. commercial launch of LUMRYZTM-- -- Received final FDA approval for LUMRYZ with orphan drug exclusivity granted through M

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2023 Financial Results - Successfully commenced U.S. commercial launch of LUMRYZTM- - Received final FDA approval for LUMRYZ with orphan drug exclusivity granted through May 1, 2030 - - Significant early progress on payor coverage, prescriber certifications and patient enrollments - - Management to host a conf

, between Avadel Management Corporation

FOURTH AMENDMENT TO SUBLEASE AGREEMENT This Fourth Amendment to Sublease Agreement (this “Fourth Amendment”), is made and entered into effective as of the 31st day of May, 2023 (the “Effective Date”), by and between Avadel Management Corporation, a Delaware corporation (f/k/a Eclat Pharmaceuticals LLC) (hereinafter called “Sublessor”) and R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ————

Amendment to the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, filed August 3, 2023)

Exhibit 10.1 AMENDMENT TO THE AVADEL PHARMACEUTICALS PLC 2020 OMNIBUS INCENTIVE COMPENSATION PLAN WHEREAS, Avadel Pharmaceuticals plc (the “Company”) maintains the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (the “Plan”), which was previously adopted by the Board of Directors on April 13, 2020 and approved by the shareholders of the Company on August 5, 2020; WHEREAS, the B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Avadel Pharmaceuticals Announces U.S. Commercial Launch of LUMRYZ™ (sodium oxybate) for the Treatment of Cataplexy or Excessive Daytime Sleepiness in Adults Living with Narcolepsy -LUMRYZ is the first and only once-at-bedtime oxybate for people livin

Exhibit 99.1 Avadel Pharmaceuticals Announces U.S. Commercial Launch of LUMRYZ™ (sodium oxybate) for the Treatment of Cataplexy or Excessive Daytime Sleepiness in Adults Living with Narcolepsy -LUMRYZ is the first and only once-at-bedtime oxybate for people living with narcolepsy -Once-nightly dosing regimen of LUMRYZ has been found by FDA to provide a major contribution to patient care over all t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 AVADEL PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 AVADEL PHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977 ———

Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2023 Financial -- Received FDA approval for LUMRYZ™ (sodium oxybate), the first and only once-at-bedtime oxybate for treatment of cataplexy or excessive daytime sleepiness (ED

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2023 Financial Results - Received FDA approval for LUMRYZ™ (sodium oxybate), the first and only once-at-bedtime oxybate for treatment of cataplexy or excessive daytime sleepiness (EDS) in adults with narcolepsy – - FDA awarded LUMRYZ Orphan Drug Exclusivity through May 1, 2030 - - LUMRYZ product availability on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 AVADEL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 AVADEL PHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

Avadel Pharmaceuticals Announces Final FDA Approval of LUMRYZ™ (sodium oxybate) for Extended-Release Oral Suspension as the First and Only Once-at-Bedtime Oxybate for Cataplexy or Excessive Daytime Sleepiness in Adults with Narcolepsy - Granted Orpha

Exhibit 99.1 Avadel Pharmaceuticals Announces Final FDA Approval of LUMRYZ™ (sodium oxybate) for Extended-Release Oral Suspension as the First and Only Once-at-Bedtime Oxybate for Cataplexy or Excessive Daytime Sleepiness in Adults with Narcolepsy - Granted Orphan Drug Exclusivity through May 1, 2030 - -Advanced commercial preparations on track; LUMRYZ product availability expected in early June -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a party other t

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Indenture, dated as of April 3, 2023, by and between Avadel Finance Cayman Limited, the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37977) filed with the SEC on April 5, 2023)

Exhibit 4.1 Execution Version AVADEL FINANCE CAYMAN LIMITED, as Notes Issuer AND AVADEL PHARMACEUTICALS PLC, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 3, 2023 6.00% Exchangeable Senior Notes due 2027 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 19 Article 2 Issue, Description, Execution, Reg

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT 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 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT 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 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT 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 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial · LUMRYZ™ NDA amendment filed March 1 requesting FDA final approval · Received FDA authorization to import LUMRYZ in advance of final approval de

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial Results · LUMRYZ™ NDA amendment filed March 1 requesting FDA final approval · Received FDA authorization to import LUMRYZ in advance of final approval decision; shortens timeline between potential approval and product availability · Secured $200 million of capital to fund the launc

Avadel Pharmaceuticals plc 10,000,001 AMERICAN DEPOSITARY SHARES Representing Ordinary Shares and 4,705,882 SEries B Non-Voting Convertible Preferred Shares

Filed Pursuant to Rule 424(b)(5) File No: 333-267198 PROSPECTUS SUPPLEMENT (To Prospectus dated September 12, 2022) Avadel Pharmaceuticals plc 10,000,001 AMERICAN DEPOSITARY SHARES Representing Ordinary Shares and 4,705,882 SEries B Non-Voting Convertible Preferred Shares We are selling 10,000,001 American Depositary Shares, or the ADSs, and, in lieu of selling ADSs to certain investors, 4,705,882 Series B Non-Voting Convertible Preferred Shares, nominal value $0.

Purchase and Sale Agreement, dated March 29, 2023, between Avadel CNS Pharmaceuticals, LLC, the Company, Flamel Ireland Ltd., and RTW Royalty II DAC (incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K, filed on March 30, 2023)

Exhibit 10.2 Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Purchase and Sale Agreement By and Between RTW Royalty II DAC, on the one hand And Avadel CNS Pharmaceuticals, LLC, and Solely for the Limited Purposes Provided for Herein, Avadel Ph

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Certificate of Designation of Series B Non-Voting Convertible Preferred Shares of Avadel Pharmaceuticals plc, dated March 29, 2023 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K, filed on March 30, 2023)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B NON-VOTING CONVERTIBLE PREFERRED SHARES OF AVADEL PHARMACEUTICALS PLC Avadel Pharmaceuticals plc, an Irish public limited company (the “Company”), does hereby certify that, in accordance with Article 108 of the Articles of Association of the Company (the “Articles of Association”), the following resolution was duly adopted by the Board of Director

Underwriting Agreement, dated March 29, 2023, by and between the Company and Jefferies LLC.

  Exhibit 1.1   Execution Version   Avadel Pharmaceuticals plc   10,000,001 American Depositary Shares Representing 10,000,001 Ordinary Shares   4,705,882 Series B Non-Voting Convertible Preferred Shares   UNDERWRITING AGREEMENT   March 29, 2023   JEFFERIES LLC As Representative of the several Underwriters   c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022   Ladies and Gentlemen:   In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2023 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction

Description of Securities (filed herewith)

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description of the registered securities of Avadel Pharmaceuticals plc (“Avadel,” “we” or “our”) summarizes the material terms and provisions of our ordinary shares, which may be represented by American Depositary Shares, or ADSs, and preferred shares.

List of Subsidiaries (filed herewith)

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Avadel Pharmaceuticals plc (the Registrant): Ireland 1) Avadel US Holdings, Inc. (f/k/a Flamel US Holdings, Inc.) United States (Delaware) B. Avadel Legacy Pharmaceuticals, LLC (f/k/a Éclat Pharmaceuticals LLC) United States (Delaware) C. Avadel Management Corporation United States (Delaware) D. Avadel CNS Pharmaceuticals, LLC United States (Dela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 29, 2023 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Manufacturing Agreement by and between Flamel Ireland Limited and Recipharm Pessac, dated as of October 1, 2022 (incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 29, 2023)

Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Form of Exchange Agreement between the Issuer, the Company and certain holders of the 2023 Notes.

Exhibit 10.1 March 29, 2023 Avadel Finance Cayman Limited c/o Avadel Pharmaceuticals plc 10 Earlsfort Terrace Dublin 2, Ireland D02 T380 Attention: General Counsel Re: Exchange for Avadel Finance Cayman Limited Exchangeable Senior Notes due 2023 Ladies and Gentlemen: Avadel Finance Cayman Limited, a Cayman Islands exempted company limited by shares (the “Company”), is offering a new series of its

Subject to Completion, dated March 29, 2023

The information in this preliminary prospectus supplement is not complete and may be changed.

Generic API Supply Agreement by and between Euticals Inc. and Avadel CNS Pharmaceuticals, LLC, dated as of January 2, 2020 (incorporated by reference to Exhibit 10.22 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 29, 2023)

Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-37977 AVADEL PHARMACEUTICALS PLC (Ex

Avadel Pharmaceuticals Announces FDA Authorization to Import Tentatively-Approved LUMRYZ™ Ahead of Anticipated Final Approval Decision Importation of LUMRYZ to the U.S. shortens the time to product availability following a final approval decision

Exhibit 99.1 Avadel Pharmaceuticals Announces FDA Authorization to Import Tentatively-Approved LUMRYZ™ Ahead of Anticipated Final Approval Decision Importation of LUMRYZ to the U.S. shortens the time to product availability following a final approval decision DUBLIN, Ireland, March 22, 2023 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 AVADEL PHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

AVDL / Avadel Pharmaceuticals plc - ADR / KOTLER KEVIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AVADEL PHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 AVADEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS

AVDL / Avadel Pharmaceuticals plc / Vivo Opportunity, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Avadel Pharmaceuticals plc (Name of Issuer) Ordinary Shares, nominal value $0.01, represented by American Depositary Shares (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

AVDL / Avadel Pharmaceuticals plc / GENDELL JEFFREY L - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 avdlp213231sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avadel Pharmaceuticals plc (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) Decemb

AVDL / Avadel Pharmaceuticals plc / RTW INVESTMENTS, LP - AVADEL PHARMACEUTICALS PLC Passive Investment

SC 13G/A 1 p23-0513sc13ga.htm AVADEL PHARMACEUTICALS PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) 05337M104** (CUSIP Number) December 31, 2022 (Date of event which requires filing of th

AVDL / Avadel Pharmaceuticals plc / KOTLER KEVIN Passive Investment

SC 13G/A 1 d994333613g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avadel Pharmaceuticals plc (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2022 (Date of Even

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 AVADEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS

Avadel Pharmaceuticals Announces Favorable Ruling on Motion to Delist REMS Patent from FDA’s Orange Book - Delisting of REMS Patent sets path to potentially accelerate final approval by FDA

Exhibit 99.1 Avadel Pharmaceuticals Announces Favorable Ruling on Motion to Delist REMS Patent from FDA’s Orange Book - Delisting of REMS Patent sets path to potentially accelerate final approval by FDA DUBLIN, Ireland, November 18, 2022 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, announced today that the United Sta

First Amendment to Employment Agreement, dated as of September 28, 2022, between Avadel Management Corporation and Thomas S. McHugh (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on From 10-Q, for the quarter ended September 30, 2022, filed on November 9, 2022)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is made effective as of September 28, 2022 (the “Amendment Effective Date”), by and between Avadel Management Corporation, a Delaware corporation (the “Company”), and Thomas S.

Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2022 Financial Results · LUMRYZ™ granted tentative approval on July 18, confirming its safety profile and clinical efficacy · Final approval decision of LUMRYZ expected by Jun

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2022 Financial Results · LUMRYZ™ granted tentative approval on July 18, confirming its safety profile and clinical efficacy · Final approval decision of LUMRYZ expected by June 2023; advancing strategy to potentially accelerate final approval · Commercial launch planned for no later than Q3 2023; launch prepara

First Amendment to Employment Agreement, dated as of September 28, 2022, between Avadel Management Corporation and Richard Kim (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on From 10-Q, for the quarter ended September 30, 2022, filed on November 9, 2022)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is made effective as of September 28, 2022 (the “Amendment Effective Date”), by and between Avadel Management Corporation, a Delaware corporation (the “Company”), and Richard Kim (the “Executive”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

First Amendment to Employment Agreement, dated as of September 28, 2022, between Avadel Management Corporation and Gregory J. Divis (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on From 10-Q, for the quarter ended September 30, 2022, filed on November 9, 2022)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this “Amendment”) is made effective as of September 28, 2022 (the “Amendment Effective Date”), by and between Avadel Management Corporation, a Delaware corporation (the “Company”), and Gregory J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-Q ——————— ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37977

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 AVADEL P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 28, 2022 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS

VIA EDGAR

VIA EDGAR September 8, 2022 United States Securities and Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, N.

Form of Subordinated Indenture

Exhibit 4.6 AVADEL PHARMACEUTICALS PLC Issuer AND ??????????????????????????????????????????, as Trustee INDENTURE Dated as of ?????????????????, Subordinated Debt Securities TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 S

As filed with the Securities and Exchange Commission on August 31, 2022.

S-3 1 tm2224869d1s3.htm FORM S-3 As filed with the Securities and Exchange Commission on August 31, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 in

Form of Senior Indenture

Exhibit 4.5 AVADEL PHARMACEUTICALS PLC Issuer AND ??????????????????????????????????????????, as Trustee INDENTURE Dated as of ?????????????????????, Senior Debt Securities TABLE OF CONTENTS(1) Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Avadel Pharmaceuticals plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(7) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, nominal value $0.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Em

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28508 ????

Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2022 Financial Results · Received tentative approval for LUMRYZ™ (sodium oxybate) extended-release for oral suspension from FDA on July 18 · Advancing key activities to poten

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2022 Financial Results · Received tentative approval for LUMRYZ™ (sodium oxybate) extended-release for oral suspension from FDA on July 18 · Advancing key activities to potentially accelerate final approval and shorten launch window of LUMRYZ · Extended cash runway to final FDA decision · Management to host a

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Announces Tentative Approval of LUMRYZ™ (sodium oxybate) extended-release oral suspension - Validates the safety profile and clinical efficacy of LUMRYZ - Pursuing strategies to accelerate final approval

Exhibit 99.1 Avadel Pharmaceuticals Announces Tentative Approval of LUMRYZ? (sodium oxybate) extended-release oral suspension - Validates the safety profile and clinical efficacy of LUMRYZ - Pursuing strategies to accelerate final approval DUBLIN, Ireland, July 19 , 2022 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, t

Avadel Pharmaceuticals Provides Corporate Update - Pursuing strategies to accelerate final approval of FT218 NDA - Optimizing cost structure to fund strategic priorities and extend cash runway - Continuing key activities to accelerate launch timing o

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update - Pursuing strategies to accelerate final approval of FT218 NDA - Optimizing cost structure to fund strategic priorities and extend cash runway - Continuing key activities to accelerate launch timing of FT218, targeting multi-billion-dollar narcolepsy market opportunity - Management to host a conference call tomorrow, June 30 at 8:00 a.

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a party other than

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

AVDL / Avadel Pharmaceuticals plc / KOTLER KEVIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

AVDL / Avadel Pharmaceuticals plc / GENDELL JEFFREY L Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Avadel Pharmaceuticals plc (Name of Issuer) American Depository Shares, each representing one Ordinary Share, nominal value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) May 27, 2022 (Date of Event which Requires Filing of this S

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28508 ???

Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2022 Financial Results

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2022 Financial Results ? FDA review of NDA for FT218 continues; launch readiness preparations on-track to support potential commercial launch ? Presented interim results from ongoing RESTORE open-label extension / switch study of FT218 highlighting overwhelming patient preference for the once-at-bedtime dosing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a party other t

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Avadel Pharmaceuticals Provides Comment on Recent Trading Activity

Exhibit 99.1 Avadel Pharmaceuticals Provides Comment on Recent Trading Activity DUBLIN, Ireland, April 26, 2022 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a biopharmaceutical company focused on transforming medicines to transform lives, today provided a statement in response to the trading volatility and subsequent brief trading halt of its shares that occurred yesterday. ?The company is not awa

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Indenture, dated as of April 4, 2022, by and between the Issuer, the Company and The Bank of New York Mellon, as Trustee.

EX-4.1 2 tm2211612d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION AVADEL FINANCE CAYMAN LIMITED, as Notes Issuer AND AVADEL PHARMACEUTICALS PLC, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 4, 2022 4.50% Exchangeable Senior Notes due 2023 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 16 Ar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2021 Financial Results •     FDA review of NDA for FT218 is ongoing; commercial and launch preparations on-track to support potential commercial launch •     Ex

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2021 Financial Results ??????FDA review of NDA for FT218 is ongoing; commercial and launch preparations on-track to support potential commercial launch ??????Expanded the robust portfolio of data supporting the potential impact of FT218 on people living with narcolepsy with multiple presentations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 001-37977 AVADEL PHARMACEUTICALS PLC (Ex

Form of Exchange Agreement between Avadel Finance Cayman Limited, Avadel Pharmaceuticals plc and certain holders of its February 2023 Notes

EXECUTION VERSION March 16, 2022 Avadel Finance Cayman Limited c/o Avadel Pharmaceuticals plc 10 Earlsfort Terrace Dublin 2, Ireland D02 T380 Attention: General Counsel Re: Exchange for Avadel Finance Cayman Limited Exchangeable Senior Notes due 2023 Ladies and Gentlemen: Avadel Finance Cayman Limited, a Cayman Islands exempted company limited by shares (the ?Company?), is offering a new series of its Exchangeable Senior Notes due 2023 (the ?New Notes?).

As filed with the Securities and Exchange Commission on March 16, 2022

As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

Form of Exchange Agreement between the Issuer, the Company and certain holders of the Existing Notes.

Exhibit 10.1 March 16, 2022 Avadel Finance Cayman Limited c/o Avadel Pharmaceuticals plc 10 Earlsfort Terrace Dublin 2, Ireland D02 T380 Attention: General Counsel Re: Exchange for Avadel Finance Cayman Limited Exchangeable Senior Notes due 2023 Ladies and Gentlemen: Avadel Finance Cayman Limited, a Cayman Islands exempted company limited by shares (the ?Company?), is offering a new series of its

List of Subsidiaries (filed herewith)

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Avadel Pharmaceuticals plc (the Registrant): Ireland 1) Avadel US Holdings, Inc. (f/k/a Flamel US Holdings, Inc.) United States (Delaware) B. Avadel Legacy Pharmaceuticals, LLC (f/k/a ?clat Pharmaceuticals LLC) United States (Delaware) C. Avadel Management Corporation United States (Delaware) D. Avadel CNS Pharmaceuticals, LLC United States (Dela

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Avadel Pharmaceuticals Plc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2021 Inducement Plan Ordinary Shares, $0.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2022 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Employment Agreement dated as of February 1

Avadel Pharmaceuticals plc 2021 Inducement Plan and related equity award agreements (incorporated by reference to Exhibit 10.20 to the registrant’s Annual Report on Form 10-K, for the year ended December 31, 2021, filed on March 16, 2022)

AVADEL PHARMACEUTICALS PLC 2021 INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Avadel Pharmaceuticals plc 2021 Inducement Plan (the ?Plan?). The purpose of the Plan is to enable Avadel Pharmaceuticals plc, an Irish public limited company (the ?Company?) to grant equity awards to induce highly-qualified prospective officers and employees who are not

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2022 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Avadel Announces New Positive Data for Once-at-Bedtime FT218 for Narcolepsy and Once-Nightly Dosing Preference Among Patients and Clinicians at World Sleep 2022

Exhibit 99.1 Avadel Announces New Positive Data for Once-at-Bedtime FT218 for Narcolepsy and Once-Nightly Dosing Preference Among Patients and Clinicians at World Sleep 2022 - Discrete choice experiment demonstrated that number of doses was the most important attribute driving patient and clinician preference for oxybate therapy, with once-nightly dosing strongly preferred over twice-nightly dosin

AVDL / Avadel Pharmaceuticals plc / RTW INVESTMENTS, LP - AVADEL PHARMACEUTICALS PLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 per share (Title of Class of Securities) 05337M104** (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

AVDL / Avadel Pharmaceuticals plc / Polar Capital Holdings Plc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

AVDL / Avadel Pharmaceuticals plc / Vivo Opportunity, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avadel Pharmaceuticals plc (Name of Issuer) Ordinary Shares, nominal value $0.01, represented by American Depositary Shares (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement

AVDL / Avadel Pharmaceuticals plc / Avoro Capital Advisors LLC - ARENA PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avadel Pharmaceuticals plc (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

AVDL / Avadel Pharmaceuticals plc / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Avadel Pharmaceuticals PLC (Name of Issuer) Common Stock (Title of Class of Securities) 05337M104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

AVDL / Avadel Pharmaceuticals plc / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Avadel Pharmaceuticals PLC (Name of Issuer) Common Stock (Title of Class of Securities) 05337M104 (CUSIP Number) November 09, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2021 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28508

Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2021 Financial

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Third Quarter 2021 Financial Results ? FDA review of NDA for FT218 ongoing; commercial and launch preparations progressing ? Presentation of new data from pivotal REST-ON clinical trial at CHEST 2021 demonstrating that treatment with FT218 causes meaningful improvement in cataplexy attacks and measurements of EDS with a dosi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2021 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Avadel Presents New Data Supporting Clinical Benefit with Once-at-Bedtime FT218 and Preference for Once-Nightly Dosing in Patients with Narcolepsy at CHEST 2021 - Post-hoc responder analyses demonstrated a significantly greater proportion of patients

Exhibit 99.1 Avadel Presents New Data Supporting Clinical Benefit with Once-at-Bedtime FT218 and Preference for Once-Nightly Dosing in Patients with Narcolepsy at CHEST 2021 - Post-hoc responder analyses demonstrated a significantly greater proportion of patients receiving FT218 experienced reductions in weekly cataplexy attacks and improvement in mean sleep latency compared to placebo - - Discret

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2021 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Avadel Pharmaceuticals Announces Ongoing FDA Review of NDA for FT218 for Patients with Narcolepsy

Exhibit 99.1 Avadel Pharmaceuticals Announces Ongoing FDA Review of NDA for FT218 for Patients with Narcolepsy DUBLIN, Ireland, October 15, 2021 ? Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on transforming medicines to transform lives, announced today that the U.S. Food and Drug Administration (FDA) notified the company that the review of the New Drug Application (NDA) for FT218

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2021 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2021 Financial Results

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Second Quarter 2021 Financial Results ? Commercial and launch preparations on track to support potential U.S. FDA approval of FT218 for the treatment of excessive daytime sleepiness and cataplexy in adults suffering from narcolepsy ? Presentation of post hoc analyses from pivotal REST-ON clinical trial at SLEEP 2021 further

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28508 ????

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2021 AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Avadel Presents New Clinical Data from Pivotal Phase 3 REST-ON Trial Supporting Clinical Benefit of FT218 in Patients with Narcolepsy at SLEEP 2021

EX-99.1 2 tm2119224d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Avadel Presents New Clinical Data from Pivotal Phase 3 REST-ON Trial Supporting Clinical Benefit of FT218 in Patients with Narcolepsy at SLEEP 2021 - Data show improvement in excessive daytime sleepiness for both narcolepsy subtypes and with and without stimulant use; demonstrate decreases in weight and body mass index - Post hoc analyses f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registra

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emplo

Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2021 Financial Results

Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports First Quarter 2021 Financial Results ? Announced FDA acceptance of NDA for once-nightly FT218 and an October 15, 2021 target action PDUFA date ? Presented positive secondary endpoint data at the AAN 2021 Annual Meeting, which further highlights the overall clinical value proposition of FT218 ? FT218 launch preparation progre

Employment Agreement dated as of February 15, 2021 between Avadel Management Corporation and Richard Kim (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly report on Form 10-Q, for the quarter ended March 31, 2021, filed on May 10, 2021)

ACTIVE/107588993.4 Page 1 of 17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of the eighteenth (18th) day of March 2021 by and among Richard Kim, currently residing at 16 Fairway Drive, West Windsor, NJ 08550 (the ?Executive?), and Avadel Management Corporation, a Delaware corporation with a principal office located at 16640 Chesterfield Grove Road, Suite 20

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-28508 ???

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Ru

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted b

Avadel Presents New Data from its Pivotal REST-ON Phase 3 Trial of FT218, once-nightly sodium oxybate, at the 2021 American Academy of Neurology Annual Meeting

EX-99.1 2 tm2113322d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Avadel Presents New Data from its Pivotal REST-ON Phase 3 Trial of FT218, once-nightly sodium oxybate, at the 2021 American Academy of Neurology Annual Meeting · Secondary endpoint data for once-nightly FT218 further supports previously announced topline data demonstrating clinically meaningful results at 6 g, 7.5 g, and 9 g doses DUBLIN, I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Emp

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Avadel Pharmaceuticals plc 2017 Omnibus Incentive Compensation Plan and related equity award agreements (filed

AVADEL PHARMACEUTICALS PLC 2017 OMNIBUS INCENTIVE COMPENSATION PLAN Article 1 Effective Date, Objectives and Duration 1.

Office Lease Agreement by and between Grove II LLC and Eclat Pharmaceuticals LLC dated October 5, 2015, as amended (filed herewith)

EX-10.2 3 a123120ex-102.htm EX-10.2 IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written. STATBOFMISSOURI } . }SS: CITY OF ST. LOUIS } LANDLORD: GROVEilLLC, a Missouri limited liability company By:/s/ John Niemi .Authorized Rep Name Title: John Niemi- Before me, a Notary Public in and for said City and Sta�. personally appeared John Niemi , by

Code of Business Conduct and Ethics (fi

Live the Avadel Values We serve our patients by placing them and their needs at the center of our strategy and the focus of our work everyday.

Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (filed

AVADEL PHARMACEUTICALS PLC 2020 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Avadel Pharmaceuticals PLC, an Irish public limited

Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2020 Financial Results

EX-99.1 2 tm216978d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Avadel Pharmaceuticals Provides Corporate Update and Reports Fourth Quarter and Full Year 2020 Financial Results · New Drug Application (NDA) for once-nightly FT218 to treat excessive daytime sleepiness and cataplexy in adults with narcolepsy accepted for filing by the FDA; assigned a Prescription Drug User Fee Act (PDUFA) target date of Oct

Exclusive License Agreement by and between Perrigo Pharma International DAC (f/k/a Elan Pharma International Limited) and Flamel Ireland Limited dated September 30, 2015, as amended by the First Amendment to Exclusive License Agreement dated December 21, 2018 (filed herewith)

EX-10.1 2 a123120ex-101.htm EX-10.1 EXECUTION COPY EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (this "Agreement") is dated as of September 30, 2015 (the "Effective Date"), and is by and between ELAN PHARMA INTERNATIONAL LIMITED, a company organized under the laws of the Republic of Ireland, with offices located at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland ("El

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 000-28508 AVADEL PHARMACEUTICALS PLC (Ex

List of Subsidiaries (filed herewith

EX-21.1 7 a123120ex-211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Name Jurisdiction Avadel Pharmaceuticals plc (the Registrant): Ireland 1) Avadel US Holdings, Inc. (f/k/a Flamel US Holdings, Inc.) United States (Delaware) B. Avadel Legacy Pharmaceuticals, LLC (f/k/a Éclat Pharmaceuticals LLC) United States (Delaware) C. Avadel Management Corporation United States (Delaware) D. Avadel Specialt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 AVADEL PHARMACEUTICALS PLC (Exact name of registrant as specified in its charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Commission (IRS Empl

Avadel Pharmaceuticals Announces FDA Acceptance of New Drug Application for FT218 in Adults with Narcolepsy for the Treatment of Excessive Daytime Sleepiness and Cataplexy - - - FT218 assigned PDUFA target action date of October 15, 2021

Exhibit 99.1 Avadel Pharmaceuticals Announces FDA Acceptance of New Drug Application for FT218 in Adults with Narcolepsy for the Treatment of Excessive Daytime Sleepiness and Cataplexy - - - FT218 assigned PDUFA target action date of October 15, 2021 DUBLIN, Ireland, March 1, 2021 - Avadel Pharmaceuticals plc (Nasdaq: AVDL) today announced that the U.S. Food and Drug Administration (FDA) has accep

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2021 (March 1, 2021) AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdiction (Comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2021 (February 15, 2021) AVADEL PHARMACEUTICALS PLC (Exact Name of Registrant as Specified in its Charter) Ireland 001-37977 98-1341933 (State or other jurisdicti

Avadel Pharmaceuticals Appoints Richard Kim as Chief Commercial Officer to Lead the Commercial Launch of Once-Nightly FT218 - - -

Exhibit 99.1 Avadel Pharmaceuticals Appoints Richard Kim as Chief Commercial Officer to Lead the Commercial Launch of Once-Nightly FT218 - - - DUBLIN, Ireland, February 17, 2021 - Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on developing FT218, an investigational, once-nightly formulation of sodium oxybate designed to treat excessive daytime sleepiness and cataplexy in adults with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AVADEL PHARMACEUTICALS PLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Avadel Pharmaceuticals PLC (Name of Issuer) Ordinary Shares, nominal value $0.01 (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.