{"url_path":"/sec/cik-0001012477/8-k/2026-01-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-20","source_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-004698-index.html","accession_number":"0001104659-26-004698","cik":"0001012477","ticker":null,"issuer_name":"AVADEL PHARMACEUTICALS PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-004698-index.html","primary_entity_key":"0001012477","primary_entity_name":"AVADEL PHARMACEUTICALS PLC"},"word_count":1640,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\nOn January 19, 2026, the High Court of Ireland\n(the “Court”) set a court hearing (the “Sanction Court Hearing”) for February 10, 2026 at 11:00 a.m. (Irish time)\nto consider the application of Avadel Pharmaceuticals plc (“Avadel”) to sanction the proposed scheme of arrangement under\nChapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”) pursuant to which Alkermes plc (“Alkermes”),\nwill acquire the entire issued and to be issued ordinary share capital of Avadel (the “Acquisition”). The Court has directed\nthat any interested party who intends to appear at the Sanction Court Hearing of the said application must notify Avadel’s solicitors,\nArthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380 (quoting reference COS/ AV091/002) in writing by no later than 5:30 p.m. (Irish\ntime) on February 5, 2026 of that person’s or persons’ intention to appear at the Sanction Court Hearing of the said application\nand must indicate to Avadel’s solicitors whether such person or persons intend to support or oppose the said application and any\naffidavit in support of any such appearance should be filed with the Central Office of the High Court of Ireland, and served on Avadel’s\nsolicitors, by no later than 5:30 p.m. (Irish time) on February 5, 2026.\n\n \n\nThe Acquisition is expected to close shortly after the Court issues\nan order sanctioning the Scheme.\n\n \n\n**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING\nSTATEMENTS**\n\n \n\nThis\nreport contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking\nstatements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,”\n“expect,” “seek,” “continue,” “could,” “can,” “may,” “will,”\n“likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,”\nand similar expressions, and may include references to assumptions and relate to Avadel’s future prospects, developments and business\nstrategies, and the Acquisition. Such forward-looking statements include, but are not limited to, statements relating to the Acquisition\ninvolving Alkermes and Avadel, Avadel’s current expectations and estimates about the expected effects and anticipated benefits of\nthe Acquisition, the date of closing of the Acquisition, including the parties’ ability to satisfy the conditions to the consummation\nof the Acquisition and the other conditions set forth in the transaction agreement, and Avadel’s business activities and strategies.\nAvadel’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially\nfrom those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including\nbut not limited to risks and uncertainties related to: (i) the ability of the parties to consummate the Acquisition in a timely manner\nor at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Acquisition; (iii) potential delays in consummating\nthe Acquisition; (iv) the ability of Avadel to timely and successfully achieve the anticipated benefits of the Acquisition; (v) the impact\nof health pandemics on the parties’ respective businesses and the actions the parties may take in response thereto; (vi) the occurrence\nof any event, change or other circumstance or condition that could give rise to the termination of the transaction agreement; (vii) the\neffect of the announcement or pendency of the Acquisition on Avadel’s business relationships, operating results and business generally;\n(viii) costs related to the Acquisition; and (ix) the outcome of any legal proceedings that may be instituted against the parties or any\nof their respective directors or officers related to the transaction agreement or the Acquisition. Additional risks and uncertainties\nthat could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included\nunder the caption “Risk Factors” and elsewhere in Avadel’s most recent filings with the SEC, including its Annual Report\non Form 10-K for the year ended December 31, 2024 and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC from time to\ntime and available at www.sec.gov. These documents can be accessed on Avadel’s website at https://investors.avadel.com/sec-filings.\nThe forward-looking statements set out in this report are made only as of the date hereof. Avadel assumes no obligation and does not intend\nto update these forward- looking statements, except as required by law.\n\n \n\n**RESPONSIBILITY STATEMENT REQUIRED BY THE\nIRISH TAKEOVER RULES**\n\n \n\nThe directors of Avadel accept responsibility\nfor the information contained in this report. To the best of the knowledge and belief of the directors of Avadel (who have taken all reasonable\ncare to ensure such is the case), the information contained in this report is in accordance with the facts and does not omit anything\nlikely to affect the import of such information.\n\n \n\n \n\n \n\n \n\n**DEALING DISCLOSURE REQUIREMENTS OF THE IRISH\nTAKEOVER RULES**\n\n \n\nUnder\nthe provisions of Rule 8.3(a) of the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (“Irish Takeover Rules”), any person\nwho is ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of Avadel must\nmake an ‘opening position disclosure’ following the commencement of the ‘offer period’. An ‘opening position\ndisclosure’ must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details\nof the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of Avadel. An\n‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (U.S. Eastern\nTime) on the day falling ten ‘business days’ following the commencement of the ‘offer period’. Relevant persons\nwho deal in any ‘relevant securities’ prior to the deadline for making an ‘opening position disclosure’ must instead\nmake a ‘dealing’ disclosure as described below. The offer period in respect of Avadel in relation to the Acquisition\ncommenced on October 22, 2025.\n\n \n\nUnder\nthe provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly)\nin 1% or more of any class of ‘relevant securities’ of Avadel, that person must publicly disclose all ‘dealings’\nin any ‘relevant securities’ of Avadel during the ‘offer period’, by no later than 3:30 p.m. (U.S. Eastern Time)\non the ‘business day’ following the date of the relevant transaction.\n\n \n\nIf\ntwo or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’\nin ‘relevant securities’ of Avadel or any securities exchange offeror, they will be deemed to be a single person for the purpose\nof Rule 8.3 of the Irish Takeover Rules.\n\n \n\nIn\naddition, each of Avadel and any offeror must make an ‘opening position disclosure’ by no later than 12:00 noon (U.S. Eastern\nTime) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement\nthat first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person\n‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00\nnoon (U.S. Eastern Time) on the ‘business day’ following the date of the transaction (see Rules 8.1, 8.2 and 8.4 of the Irish\nTakeover Rules).\n\n \n\nA disclosure table, giving details of the companies\nin whose ‘relevant securities’ ‘opening position’ and ‘dealings’ should be disclosed can be found\non the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.\n\n \n\n‘Interests’ in securities arise, in\nsummary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular,\na person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any\noption in respect of, or derivative referenced to, securities.\n\n \n\nTerms in quotation marks in this section are defined\nin the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or\nnot you are required to disclose an ‘opening position’ or ‘dealing’ under Rule 8 of the Irish Takeover Rules,\nplease consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone\nnumber +353 1 678 9020.\n\n \n\n**PUBLICATION ON WEBSITE**\n\n \n\nIn\naccordance with Rule 26.1 of the Irish Takeover Rules, a copy of this report will be available on Avadel’s website at https://investors.avadel.com/sec-filings\nby no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this report. The content of the website referred\nto in this report is not incorporated into, and does not form part of, this report.\n\n \n\n \n\n \n\n \n\n**ADDITIONAL INFORMATION**\n\n \n\nThe release, publication or distribution of this\nreport in, into, or from, certain jurisdictions other than Ireland and the United States may be restricted or affected by the laws of\nthose jurisdictions. Accordingly, copies of this report are not being, and must not be, mailed or otherwise forwarded, distributed or\nsent in, into, or from any such jurisdiction. Therefore, persons who receive this report (including without limitation nominees, trustees\nand custodians) and are subject to the laws of any jurisdiction other than Ireland and the United States who are not resident in Ireland\nand the United States will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do\nso may constitute a violation of the securities laws of any such jurisdiction.\n\n \n\n**NO PROFIT FORECAST / QUANTIFIED FINANCIAL\nBENEFIT STATEMENT / ASSET VALUATION**\n\n \n\nNo statement in this report is intended to constitute a profit forecast\nor a quantified financial benefit statement for any period, nor should any statements be interpreted to mean that earnings or earnings\nper share will necessarily be greater or lesser than those for the relevant preceding financial periods. No statement in this report constitutes\nan asset valuation.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDate: January 20, 2026\n**AVADEL PHARMACEUTICALS PLC**\n\n \n \n \n\n \nBy:\n/s/ Jerad G. Seurer\n\n \n \nName:\nJerad G. Seurer\n\n \n \nTitle:\nGeneral Counsel & Corporate Secretary"}