Amended Statement of Ownership (sc 13g/a)
12 2월 2022 - 7:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Avadel Pharmaceuticals plc
(Name of Issuer)
Ordinary Shares, nominal value $0.01, represented
by American Depositary Shares
(Title of Class of Securities)
05337M104
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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*
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The remainder of this cover page shall be filled out for a reporting person's initial
filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 05337M104
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1
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NAMES
OF REPORTING PERSONS
Vivo Opportunity,
LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
2,401,276
(1)
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
2,401,276
(1)
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,401,276
(1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
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(1)
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The ordinary shares, nominal value $0.01 (“Ordinary Shares”) of Avadel Pharmaceuticals plc (the “Issuer”),
represented by American Depositary Shares (“ADSs”), are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity,
LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
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(2)
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Based on 58,620,088 shares of Common Stock of the Issuer outstanding as of November 4, 2021, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2021.
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CUSIP No. 05337M104
|
1
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NAMES
OF REPORTING PERSONS
Vivo Capital Fund IX, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) ☐
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3
|
SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
535,817
(1)
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
535,817
(1)
|
8
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SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535,817
(1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
OO
|
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(1)
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The Ordinary Shares, represented by ADSs, are held of record
by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P.
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(2)
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Based on 58,620,088 shares of Common Stock of the Issuer outstanding
as of November 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021.
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Item 1.
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(a) Name
of Issuer:
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Avadel Pharmaceuticals
plc
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(b)
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Address of Issuer's Principal Executive Offices:
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Ten Earlsfort
Terrace Dublin 2, Ireland
D02 T380
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Item 2. (a)
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Name of Person Filing:
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This Amendment
No. 1 to Schedule 13G is filed jointly by Vivo Opportunity, LLC and Vivo Capital IX, LLC.
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(b)
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Address of Principal Business Office or, if None, Residence:
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192 Lytton
Avenue, Palo Alto, CA 94301
Vivo Opportunity,
LLC is a Delaware limited liability company.
Vivo Capital
IX, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Ordinary
Shares, nominal value $0.01, represented by American Depositary Shares
05337M104
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Item 3.
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If This Statement is Filed
Pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), Check Whether the Person
Filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the
Act.
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of
the Act.
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(d)
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☐ Investment company registered under Section 8 of the
Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance
with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
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(i)
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☐ A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐ A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with §
240.13d-1(b)(l)(ii)(K).
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If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________
Not Applicable.
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(a)
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Amount beneficially
owned:
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(1)
Vivo Opportunity, LLC
The
2,401,276 Ordinary Shares, in the form of ADSs, are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the
general partner of Vivo Opportunity Fund Holdings, L.P. The voting members of Vivo Opportunity, LLC are Gaurav Aggarwal, Hongbo Lu, Kevin
Dai, Frank Kung and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom
disclaims beneficial ownership of such shares.
(2)
Vivo Capital IX, LLC
The
535,817 Ordinary Shares, in the form of ADSs, are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner
of Vivo Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra
Shah, Jack Nielsen and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of
whom disclaims beneficial ownership of such shares.
Vivo
Opportunity, LLC: 4.1%
Vivo
Capital IX, LLC: 0.9%
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(c)
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Number of shares as to
which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Vivo
Opportunity, LLC: 2,401,276 shares
Vivo
Capital IX, LLC: 535,817 shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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Vivo
Opportunity, LLC: 2,401,276 shares
Vivo
Capital IX, LLC: 535,817 shares
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(iv)
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Shared power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not
applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Vivo Opportunity, LLC
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February 11, 2022
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(Date)
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/s/ Gaurav Aggarwal
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(Signature)
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Managing Member
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(Title)
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Vivo Capital IX, LLC
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February 11, 2022
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(Date)
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/s/ Frank Kung
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(Signature)
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Managing Member
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(Title)
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7
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