---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-013880"
form_type: "8-K"
ticker: null
cik: "0001012477"
company_name: "AVADEL PHARMACEUTICALS PLC"
filed_at: "2026-02-12T23:59:59+00:00"
generated_at: "2026-05-16T02:54:05.105028+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Alkermes completes acquisition of Avadel for $21.00 cash + CVR; Avadel delisted from Nasdaq

## Summary
- Alkermes acquired Avadel for $21.00 per share in cash plus one CVR (potential $1.50 per share).
- Avadel shareholders to receive Total Consideration; trading halted Feb 11, delisting from Nasdaq.
- Avadel terminated ATM agreement with Jefferies and prepaid ~$60.25M to terminate RTW royalty obligations.
- Alkermes financed with ~$750M cash and $1.525B term loans due 2031; expects accretion in 2026.
- CEO Gregory J. Divis, CFO Thomas S. McHugh, COO Susan Rodriguez, GC Jerad G. Seurer, and all directors departed.

## SEC filing metadata
- accession: 0001104659-26-013880
- form_type: 8-K
- cik: 0001012477
- company_name: AVADEL PHARMACEUTICALS PLC
- filed_at: 2026-02-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/tm265930d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-013880
- JSON: https://secwatch.observer/filing/0001104659-26-013880.json
- Plain text: https://secwatch.observer/filing/0001104659-26-013880.txt

## Source-grounded claims
- claim_id: 33b0d0b3bfebb7e4235d323ce0a2cc4bad78b241
  claim: AVADEL PHARMACEUTICALS PLC: Memorandum and Articles of Association were amended effective as of the Effective Time in connection with the Transaction Agreement and Scheme.
  evidence_excerpt: the Memorandum and Articles of Association of the Company were amended
  evidence_url: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm
- claim_id: 87ec5ab717ce2cf816709ec3ef8d05a30c62fcaa
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm
- claim_id: 0c65fb0a74fd67fdf0a43bec0ae1c0585a483472
  claim: AVADEL PHARMACEUTICALS PLC terminated Open Market Sale Agreement SM with Jefferies LLC (effective 2026-02-12).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm
- claim_id: bc982c1ea5b78b082a9f81b99036380fa4bf1cfa
  claim: AVADEL PHARMACEUTICALS PLC terminated Royalty Purchase Agreement with RTW Royalty II DAC valued at approximately $60,246,950 (effective 2026-02-12).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.