Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVADEL PHARMACEUTICALS PLC: Memorandum and Articles of Association were amended effective as of the Effective Time in connection with the Transaction Agreement and Scheme.
- Change
- charter amendment
Exact text from the filing
the Memorandum and Articles of Association of the Company were amended
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AVADEL PHARMACEUTICALS PLC underwent a change of control involving Alkermes plc for $21.00 in cash and one non-transferable contingent value right (closed 2026-02-12).
- Action
- change of control
- Counterparty
- Alkermes plc
- Consideration
- $21.00 in cash and one non-transferable contingent value right
- Closing
- 2026-02-12
Exact text from the filing
Shares outstanding as of 11:59 p.m., New York City time, on February 11, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel Share, in each case in accordance with the
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AVADEL PHARMACEUTICALS PLC terminated Open Market Sale Agreement SM with Jefferies LLC (effective 2026-02-12).
- Action
- termination
- Agreement
- atm program
- Counterparty
- Jefferies LLC
- Effective
- 2026-02-12
Exact text from the filing
Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AVADEL PHARMACEUTICALS PLC terminated Royalty Purchase Agreement with RTW Royalty II DAC valued at approximately $60,246,950 (effective 2026-02-12).
- Action
- termination
- Agreement
- asset purchase
- Counterparty
- RTW Royalty II DAC
- Value
- approximately $60,246,950
- Effective
- 2026-02-12
Exact text from the filing
On February 12, 2026, in connection with the Acquisition, Avadel exercised its option to prepay RTW Royalty II DAC (“RTW”) approximately $60,246,950 to terminate existing royalty payments and obligations pursuant to the Purchase and Sale Agreement, dated March 29, 2023, by and between Avadel, Avadel CNS Pharmaceuticals, LLC and RTW (the “Royalty Purchase Agreement”).
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