UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2019
AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified in its charter)
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Ireland
(State or Other Jurisdiction of Incorporation)
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001-37977
(Commission File Number)
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98-1341933
(I.R.S. Employer Identification No.) |
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Block 10-1
Blanchardstown Corporate Park, Ballycoolin
Dublin 15, Ireland
(Address of Principal Executive Offices)
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Not Applicable
(Zip Code)
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Registrant’s telephone number, including area code: +353 1 485 1200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on
which registered |
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American Depositary Shares*
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AVDL
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NASDAQ Stock Market LLC
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Ordinary Shares**
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(NASDAQ Global Market)
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*
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American Depositary Shares may be evidenced by American Depository Receipts. Each American Depositary Share represents one (1) Ordinary
Share.
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**
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Nominal value $0.01 per share. Not for trading, but only in connection with the listing of American Depositary Shares.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2019, Kevin Kotler notified the Board of Directors of Avadel Pharmaceuticals plc (the “Company”) of his decision to resign
from the Company’s Board of Directors, effective immediately. Mr. Kotler’s decision to resign as a director was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On October 4, 2019, the Company issued a press release announcing Mr. Kotler’s resignation from the Company’s Board of Directors, a copy
of which is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press release dated October 4, 2019, issued by Avadel Pharmaceuticals plc
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AVADEL PHARMACEUTICALS PLC
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By:
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/s/ Phillandas T. Thompson
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Phillandas T. Thompson
Senior Vice President, General Counsel and Corporate Secretary
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Date: October 4, 2019
Avadel Announces Resignation of Kevin Kotler from Board of Directors
DUBLIN, Ireland, October 4, 2019 -- Avadel Pharmaceuticals plc (Nasdaq: AVDL), a company focused on developing FT218, a once-nightly formulation of sodium oxybate, for narcolepsy, today
announced that Kevin Kotler, the Managing Member of Broadfin Capital, LLC, has resigned from the Board of Directors.
“On behalf of the Avadel Board of Directors I would like to thank Kevin for his service. He joined
our board at an important time in the company’s history and catalyzed actions that have helped put the company in the best possible position to capitalize on the value of FT218,” said Geoffrey Glass, Chairman of Avadel’s Board of Directors.
“After many months of working closely with my fellow directors and the new management team to put
Avadel on the path towards value creation, I am pleased to have helped bring meaningful change to Avadel for the benefit of the company and its shareholders. The company has made significant progress with a focus on building long term
shareholder value. I believe strongly in the future of Avadel and am proud of the progress that's been made in such a short period of time, and now is the right time for me to leave the Board to increase my focus on other investment
opportunities,” said Kevin Kotler, the Managing Member of Broadfin Capital, LLC.
About Avadel Pharmaceuticals plc:
Avadel Pharmaceuticals plc (Nasdaq: AVDL) is a branded specialty pharmaceutical company. The Company’s primary focus is the development and potential FDA approval of FT218, which is in a Phase 3 clinical trial for the treatment of narcolepsy patients suffering from
excessive daytime sleepiness (EDS) and cataplexy. In addition, Avadel develops and markets a portfolio of sterile injectable drugs used in the hospital setting. For more information, please visit www.avadel.com.
Cautionary Disclosure Regarding Forward-Looking Statements
This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements (which may be
identified by words and phrases such as “to capitalize,” “on the path towards” and “focus on building”) are not statements of historical facts regarding Avadel, FT218, the FDA review process relating to FT218 including the expected timing of that
process, and the possible commercial launch of FT218. All forward-looking statements involve risks and uncertainties, including, without limitation, the risks that i) the Company may encounter challenges in the remaining development efforts for
FT218, ii) the FDA may determine there are deficiencies in the new drug application (NDA) for FT218 or may never approve the NDA for FT218, iii) FT218 may not have the therapeutic benefits the Company anticipates, iv) the commercial launch of FT218
could be delayed, v) FT218 may not achieve commercial acceptance, vi) other companies may develop competing products that may receive FDA approval before FT218, and vii) the other risks detailed in Avadel’s filings with the SEC, including, without
limitation, its Form 10-K, Forms 10-Q and other reports on Forms 8-K, all of which can be obtained on the SEC website at www.sec.gov. Avadel assumes no obligation to update or revise publicly any forward-looking statements contained in this
release, except as required by law.
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Contacts:
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Michael F. Kanan
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Chief Financial Officer
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Phone: (636) 449-1844
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Email: mkanan@avadel.com
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Tim McCarthy
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LifeSci Advisors, LLC
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Phone: (212) 915.2564
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Email: tim@lifesciadvisors.com
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