AVADEL PHARMACEUTICALS PLC 8-K

What Happened
Avadel Pharmaceuticals plc (AVDL) filed an 8-K on January 12, 2026 announcing that shareholders approved a court-ordered scheme of arrangement under which Alkermes plc will acquire Avadel. Two special meetings were held that day — a Scheme Meeting required by the Irish High Court and an Extraordinary General Meeting (EGM) — and shareholders approved the Scheme and related proposals.

Key Details

• Scheme Meeting vote on the Scheme: For 61,861,352; Against 1,646,857; Abstain 160,443. Of 21 shareholders of record voting, 20 (95.24%) voted in favor. The votes met the required majority in number and at least 75% of value.
• EGM Proposal 1 (approve Scheme & authorize directors): For 62,444,065; Against 2,247,706; Abstain 167,662.
• EGM Proposal 2 (amend Articles to cover post-record-time share issuances): For 61,808,690; Against 2,673,461; Abstain 377,282.
• EGM Proposal 3 (non‑binding advisory approval of executive compensation arrangements related to the Acquisition): For 55,489,041; Against 8,757,025; Abstain 613,367.
• Avadel issued a press release with these results (Exhibit 99.1). The filing includes standard forward‑looking cautionary language and references Irish Takeover Rules (offer period began Oct 22, 2025).

Why It Matters
Shareholder approval is a major regulatory and corporate step toward completing the Alkermes acquisition, but closing remains subject to the transaction agreement’s conditions and other regulatory steps. The EGM approvals also permit corporate changes (article amendments) to prevent certain post‑record‑time share issuances from affecting the Scheme, and shareholders gave non‑binding support for executive compensation tied to the deal. Investors should note the filing’s forward‑looking warnings and that any final closing date and outcomes depend on satisfying remaining conditions and regulatory requirements.