Current Report Filing (8-k)
30 4월 2020 - 6:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 29, 2020 (April 27, 2020)
AVADEL PHARMACEUTICALS PLC
(Exact name of registrant as specified
in its charter)
Ireland
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001-37977
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98-1341933
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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10 Earlsfort Terrace
Dublin 2, Ireland, D02 T380
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: +353 1 485 1200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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¨
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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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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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American Depositary Shares*
Ordinary Shares, nominal value
$0.01 per share**
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AVDL
N/A
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The Nasdaq Global Market
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*American Depositary Shares may be evidenced by American Depositary
Receipts. Each American Depositary Share represents one (1) Ordinary Share.
** Not for trading, but only in connection with the listing
of American Depositary Shares on The Nasdaq Global Market.
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. ¨
Item 1.01
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Entry into a Material Definitive Agreement
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On April 28, 2020, Avadel Pharmaceuticals plc (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Piper Sandler & Co.
and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (the “Underwriters”),
relating to the registered public offering (the “Offering”) of 11,630,000 ordinary shares, in the form of American
Depositary Shares (“ADSs”), at a price to the public of $10.75 per share. The net proceeds to the Company are expected
to be approximately $117.1 million, after deducting underwriting discounts and commissions and estimated offering expenses. The
Offering is expected to close on May 1, 2020, subject to customary closing conditions. The Company has granted the Underwriters
an option for 30 days to purchase up to 1,744,500 additional ADSs. If the Underwriters exercise the option in full, the Company
expects to receive approximately $134.8 million of net proceeds, after deducting underwriting discounts and commissions and estimated
offering expenses. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-236258), filed with the Securities and Exchange Commission (“SEC”) on February 5, 2020, which became effective
on February 14, 2020 (the “Registration Statement”). The closing of the Offering is expected to take place on or about
May 1, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Arthur Cox relating to the validity
of the issuance and sale of the ADSs pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1.
Item 2.02.
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Results of Operations and Financial Condition.
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In connection with the Offering, on April 27, 2020, the
Company filed a preliminary prospectus supplement to the base prospectus included in the Registration Statement.
In the preliminary prospectus supplement, the Company announced that its cash and cash equivalents is expected to be
approximately $112 to $114 million at March 31, 2020, as compared to $64.2 million at December 31, 2019. This financial
data as of March 31, 2020 is preliminary and is based on information available to the Company’s management as of the
date of this Current Report on Form 8-K and is subject to completion by management of the Company’s financial
statements as of and for the quarter ended March 31, 2020. Complete quarterly results will be announced during the
Company’s quarterly financial results earnings conference call and included in the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020.
The information set forth in this Item 2.02 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements relate to our future expectations, beliefs,
plans, strategies, objectives, results, conditions, financial performance, prospects, or other events. Such forward-looking
statements include, but are not limited to, those regarding the anticipated closing of the public offering, the anticipated
net proceeds from the public offering and Avadel’s expectation with respect to granting a 30-day option to purchase
additional ADSs. In some cases, forward-looking statements can be identified by the use of words such as “will,”
“may,” “believe,” “expect,” “look forward,” “on track,”
“guidance,” “anticipate,” “estimate,” “project” and similar expressions, and
the negatives thereof (if applicable).
Our forward-looking statements are
based on estimates and assumptions that are made within the bounds of our knowledge of our business and operations and that we
consider reasonable. However, our business and operations are subject to significant risks, and, as a result, there can be no assurance
that actual results of our research, development and commercialization activities and the results of our business and operations
will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results
to differ from expectations in our forward-looking statements include the risks and uncertainties described in the “Risk
Factors” section of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019, which we
filed with the Securities and Exchange Commission on March 16, 2020, the preliminary prospectus supplement related
to this offering and subsequent filings.
Forward-looking statements speak only
as of the date they are made and are not guarantees of future performance. Accordingly, you should not place undue reliance on
forward-looking statements. We do not undertake any obligation to publicly update or revise our forward-looking statements, except
as required by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 29, 2020
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AVADEL PHARMACEUTICALS PLC
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By:
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/s/ Jerad G. Seurer
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Name:
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Jerad G. Seurer
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Title:
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Vice President, Deputy General Counsel
and Corporate Secretary
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Avadel Pharmaceuticals (NASDAQ:AVDL)
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Avadel Pharmaceuticals (NASDAQ:AVDL)
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