AVADEL PHARMACEUTICALS PLC 8-K

What Happened

• Avadel Pharmaceuticals plc announced the completion of its acquisition by Alkermes plc via a court‑sanctioned scheme of arrangement that became effective on February 12, 2026. At the Effective Time, Avadel became a wholly owned subsidiary of Alkermes.
• Each Avadel share outstanding as of 11:59 p.m. NY time on February 11, 2026 entitled holders to receive $21.00 in cash and one non-transferable contingent value right (CVR). Each CVR may pay up to an additional $1.50 per Avadel share if the CVR milestone is achieved before the CVR expiration, subject to the CVR Agreement.

Key Details

• Effective time and approvals: High Court of Ireland sanctioned the scheme on February 10, 2026; the Court Order was delivered to the Registrar on February 12, 2026, making the scheme effective that day.
• Cash and potential upside: $21.00 cash per share plus one CVR per share (CVR max value $1.50 upon milestone).
• Equity treatment: In-the-money stock options (exercise price < $21.00) were cashed out for the difference times shares plus one CVR per share; out-of-the-money options were cancelled for no consideration; RSUs were cashed out for $21.00 per underlying share plus one CVR; restricted stock awards vested and were treated as shares.
• Other actions: Avadel exercised its right to terminate its May 8, 2024 at‑the‑market (ATM) sales agreement with Jefferies and pre‑paid approximately $60,246,950 to RTW Royalty II DAC to terminate royalty obligations under the March 29, 2023 Royalty Purchase Agreement.
• Listing and reporting changes: Avadel halted Nasdaq trading (effective Feb 11, 2026, 7:50 p.m. NY time) and requested delisting via Form 25; Alkermes and Avadel intend to file Form 15 to deregister the Avadel shares and suspend reporting.

Why It Matters

• Shareholders received a fixed cash exit of $21.00 per share plus a limited contingent upside via the CVR — a definitive liquidity event. In-the-money option holders received cash value for their awards; many other equity awards were cancelled or cashed out according to the agreement terms.
• The prepayment to terminate royalty obligations (about $60.25 million) and termination of the ATM program remove ongoing obligations and capital markets flexibility for Avadel as it transitions into Alkermes.
• Trading and reporting for Avadel common stock will cease (delisting and deregistration), meaning former public Avadel shareholders will no longer hold freely tradable Avadel shares after the acquisition; any future value beyond the cash and CVR depends on the CVR milestone and actions by Alkermes.