{"url_path":"/sec/cik-0001012477/8-k/2026-02-12/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-12","source_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-013880-index.html","accession_number":"0001104659-26-013880","cik":"0001012477","ticker":null,"issuer_name":"AVADEL PHARMACEUTICALS PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1012477/0001104659-26-013880-index.html","primary_entity_key":"0001012477","primary_entity_name":"AVADEL PHARMACEUTICALS PLC"},"word_count":931,"has_tables":true,"body_markdown":"**Item 2.01**\n**Completion of Acquisition or Disposition of Assets.**\n\n \n\nOn February 12, 2026, Avadel and Alkermes plc\n(“Alkermes”), completed the transactions contemplated by the previously announced Transaction Agreement (the\n“Original Transaction Agreement”) dated October 22, 2025, as amended by Amendment No. 1 to the Transaction\nAgreement (the “Amendment”) dated November 18, 2025, by and between Avadel and Alkermes (as amended, the\n“Transaction Agreement”). Pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the\nIrish Companies Act 2014 (the “Scheme”), Alkermes acquired the entire issued and outstanding ordinary share capital of\nAvadel (the “Acquisition”) and Avadel became a wholly owned subsidiary of Alkermes. Capitalized terms used herein but\nnot otherwise defined herein shall have the meanings assigned to them in the Transaction Agreement.\n\n \n\nThe Acquisition was conditioned on, among other things, the sanction\nof the Scheme by the High Court of Ireland (the “High Court”) and the delivery of the order of the High Court sanctioning\nthe Scheme (the “Court Order”) to the Registrar of Companies in Dublin, Ireland. On February 10, 2026, the High\nCourt sanctioned the Scheme. On February 12, 2026, the Court Order was delivered to the Registrar of Companies, at which time the\nScheme became effective (the “Effective Time”).\n\n \n\nAt the Effective Time, Alkermes acquired all of the issued and outstanding\nordinary shares of Avadel, nominal value $0.01 per share (the “Avadel Shares”), other than Avadel Shares held by Alkermes\nor any of its concert parties (if any), and each holder of Avadel Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the terms of the Scheme and the Contingent Value Rights Agreement entered into at or prior to the\nEffective Time (the “CVR Agreement”), substantially in the form attached as Exhibit A to the Original Transaction Agreement\n((i) and (ii) together, the “Total Consideration”). Each CVR represents a contractual right to receive a potential\nadditional cash payment of $1.50 per Avadel Share upon the achievement of the milestone set forth in the CVR Agreement prior to the milestone\nexpiration set forth in the CVR Agreement, subject to the terms and conditions thereof.\n\n \n\nPursuant to the Transaction Agreement, at the Effective Time:\n\n \n\n(i)each option to purchase Avadel Shares granted under any Avadel equity incentive plan, program or arrangement under which equity awards\nwere outstanding (the “Avadel Share Plans”) (each, an “Avadel Option”) having an exercise price less than the\nCash Consideration (each such option, an “Avadel Cash-Out Option”) that was outstanding immediately prior to the Effective\nTime, whether or not vested, was cancelled and converted into the right to receive (without interest), in consideration of the cancellation\nof such Avadel Cash-Out Option, (A) an amount in cash (less applicable tax and any other mandatory withholdings), equal to the product\nof (x) the total number of Avadel Shares subject to such Avadel Cash-Out Option immediately prior to the Effective Time multiplied\nby (y) the excess of the Cash Consideration over the applicable exercise price per Avadel Share under such Avadel Cash-Out Option,\nand (B) one (1) CVR for each Avadel Share subject to such Avadel Cash-Out Option immediately prior to the Effective Time (without\nregard to vesting);\n\n \n\n \n\n \n\n \n\n(ii)each Avadel Option that is not an Avadel Cash-Out Option and any Avadel Option with an exercise price equal to or greater than the\nCash Consideration that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled for no consideration;\n\n \n\n(iii)each award of restricted share units representing the right to receive one or more Avadel Shares or the cash value thereof upon vesting\nand settlement whether granted pursuant to the Company Share Plans or otherwise (each, an “Avadel RSU Award”) that was outstanding\nwas cancelled and, in exchange therefor, the holder of such cancelled Avadel RSU Award was entitled to receive (without interest), in\nconsideration of the cancellation of such Avadel RSU Award, (A) an amount in cash (less applicable tax or any other mandatory withholdings)\nequal to the product of (x) the total number of Avadel Shares subject to such Avadel RSU Award immediately prior to the Effective\nTime multiplied by (y) the Cash Consideration and (B) one (1) CVR for each Avadel Share subject to such Avadel RSU Award\nimmediately prior to the Effective Time (without regard to vesting); and\n\n \n\n(iv)each award of Avadel Shares subject to vesting restrictions or forfeiture back to Avadel (each, an “Avadel Restricted Stock\nAward”), whether granted pursuant to the Avadel Share Plans or otherwise that was outstanding immediately prior to the Effective\nTime vested in full as of immediately prior to the Effective Time and was treated in the same manner as all other Avadel Shares.\n\n \n\nThe foregoing descriptions of the Original Transaction Agreement, the\nAmendment, and Appendix III to the Rule 2.7 Announcement (the “Conditions Appendix”) do not purport to be complete and\nare subject to, and qualified in their entireties by, the full text of the Original Transaction Agreement, the Amendment and the Conditions\nAppendix, which are incorporated by reference as Exhibits 2.1, 2.2 and 2.3 to this Current Report on Form 8-K and incorporated by\nreference into this Item 2.01. References to the Transaction Agreement or Original Transaction Agreement from and after the entry into\nthe Amendment on November 18, 2025 refer to the Original Transaction Agreement as amended by the Amendment."}