As filed with the Securities and Exchange Commission on October 27, 2021.August 19, 2022.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OsmoticaRVL Pharmaceuticals plc

(Exact name of registrant as specified in its charter)

400 Crossing Boulevard

Bridgewater, NJN.J. 08807

(908) 809-1300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian Markison

Chief Executive Officer

400 Crossing Boulevard

Bridgewater, NJN.J. 08807

(908) 809-1300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Craig E. Marcus

William J. Michener

Ropes & Gray LLP

Prudential Tower

800 Boylston St.

Boston, MassachusettsM.A. 02199

(617) 951-7000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. x

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the ordinary shares offered hereby also include an indeterminate number of additional ordinary shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

(2) With respect to the ordinary shares offered by the selling shareholder named herein, estimated at $1.83 per share, the average of the high and low prices as reported on the Nasdaq Global Select Market on October 25, 2021, for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Selling ShareholderShareholders (as defined below) may not sell these securities or accept an offer to buy these securities until the Securities and Exchange Commission declares the registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 27, 2021AUGUST 19, 2022

PRELIMINARY PROSPECTUS

OSMOTICARVL PHARMACEUTICALS PLC

6,148,83215,451,612 Ordinary Shares

This prospectus relates to the resale or other disposition from time to time of up to 6,148,83215,451,612 ordinary shares, nominal value of $0.01 per share, by Avista Healthcare Partners, L.P., Athyrium Opportunities IV AcquisitionCo-Invest 2 LP, (theBrian Markison and James Schaub (each, a “Selling Shareholder” and together, the “Selling Shareholders”), including itstheir respective assignees or transferees.

TheEach Selling Shareholder may, from time to time, sell, transfer, or otherwise dispose of any or all of theirits securities from time to time on any stock exchange, market, or trading facility on which the securities are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” which begins on page 9.8.

We are not offering any of the ordinary shares for sale under this prospectus. We will not receive any of the proceeds from the sale of our ordinary shares by theany Selling Shareholder. All expenses of registration incurred in connection with this offeringprospectus are being borne by us. All selling and other expenses incurred by thea Selling Shareholder will be borne by thesuch Selling Shareholder.

Our ordinary shares are quoted on the Nasdaq Global Select Market under the symbol “OSMT.“RVLP.” On October 26, 2021,August 18, 2022, the last reported sale price of our ordinary shares as reported on the Nasdaq Global Select Market was $1.82$2.14 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves risks. See "Risk Factors" on page 3, 2, and any applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated                    , 20212022

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC)“SEC”) using a “shelf” registration or continuous offering process.

You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find More Information” and “Incorporation of Documents by Reference” in this prospectus.

This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have filed with the SEC that is incorporated by reference, is accurate as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of thesuch summaries are qualified in their entirety by the actual documents.documents referred to herein. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Unless otherwise stated or the context requires otherwise, references in this prospectus to “the Company,” “Osmotica,” “we,” “our” and “us” or other similar terms mean OsmoticaRVL Pharmaceuticals plc and ourits wholly owned subsidiaries, unless we state otherwise or the context indicates otherwise.

ABOUT THE COMPANY

Company Overview

We are a specialty pharmaceutical company focused on the commercializationdevelopment and developmentcommercialization of products that target markets with underserved patient populations. In July 2020, we received regulatory approval from the U.S.United States Food and Drug Administration, or FDA, for RVL-1201, (oxymetazoline hydrocholoride ophthalmic solution, 0.1%), or Upneeq, (oxymetazoline hydrochloride ophthalmic solution), 0.1%, for the treatment of acquired blepharoptosis, or droopy eyelid,or low-lying eyelids in adults. WeUpneeq was commercially launched Upneeq in September 2020 to a limited number of eye care professionals andwith commercial operations expanded our commercialization efforts in 2021 among ophthalmology, optometry and oculoplastic specialties. In February 2022, Upneeq was commercially expanded into the medical aesthetics market. We believe Upneeq is the first non-surgical treatment option approved by the FDA for acquired blepharoptosis.

Athyrium TransactionFinancing Transactions

On October 1, 2021August 4, 2022 (the “Effective Date”), we, Osmotica Pharmaceutical Corp.RVL Pharmaceuticals plc and Osmotica Holdings US LLCcertain of its subsidiaries entered into aan amendment (the “Amendment”) to the Note Purchase Agreement, (the “Note Purchase Agreement”)dated October 1, 2021, with, among others, Athyrium Opportunities IV Co-Invest 1 LP (“New Purchaser”) and Athyrium Opportunities IV Acquisition LP, as administrative agent,agent. The Amendment provided, among other things, for the waiver of the second tranche minimum net product sales target condition and, upon the Selling Shareholder, as purchaser. The Note Purchase Agreement provided forsatisfaction of certain other funding conditions, the issuance of senior securedthe second tranche notes in an aggregate principal amount equal to $20.0 million, which occurred on August 8, 2022. Furthermore, the Selling ShareholderNew Purchaser committed to purchase certain third tranche notes in an aggregate principal amount of up to $100$25.0 million in three separate tranches.at any time after the Effective Date but prior to April 15, 2023, upon the satisfaction of certain conditions, including a minimum net product sales target for Upneeq over a specified period of time.

As a condition to the effectiveness of the Note Purchase Agreement,Amendment, on October 1, 2021, weAugust 4, 2022, the Company entered into a series of share subscription agreement withagreements (collectively, the Selling Shareholder (the “Share Subscription Agreement”Agreements”) forwith Athyrium Opportunities IV Co-Invest 2 LP, Avista Healthcare Partners, L.P., Brian Markison, Chief Executive Officer of the issuanceCompany, and saleJames Schaub, Executive Vice President and Chief Operating Officer of the Company (together, the “Equity Purchasers”) pursuant to which the Company sold and issued to the Equity Purchasers, in a numberprivate placement (the “Private Placement”), an aggregate of 15,451,612 ordinary shares equal to $15,000,000 divided byof the volume weighted averageCompany, nominal value $0.01 per share, at a purchase price of $1.55 per ordinary share, in the 60closing market trading days ended Octoberprice on August 4, 2022.

Pursuant to the Share Subscription Agreements, the closing of the Private Placement occurred on August 8, 2021 for a price of $0.01 per share.2022. The Company issued and allotted 6,148,832(i) 6,451,612 ordinary shares to Athyrium Opportunities IV Co-Invest 2 LP; (ii) 8,000,000 ordinary shares to Avista Healthcare Partners, L.P.; (iii) 850,000 ordinary shares to Brian Markison; and (iv) 150,000 ordinary shares to James Schaub, for aggregate gross proceeds to the Selling Shareholder on October 12, 2021 in a transaction exempt fromCompany of approximately $23.9 million, before deducting offering expenses payable by the registration requirements of the Securities Act.Company. The Share Subscription AgreementAgreements also provided the Selling ShareholderEquity Purchasers with certain registration rights pursuant to which we are obligated to prepare and file with the SEC a registration statement to register for resale the ordinary shares purchased by theeach Selling Shareholder.

Corporate Information

Our principal executive offices are located at 400 Crossing Boulevard, Bridgewater, New JerseyN.J. 08807, and our registered office in Ireland is located at 25-28 North Wall Quay, Dublin 1, Ireland and our telephone number is (908) 809-1300. On September 1, 2022, the location of our registered office in Ireland will change to 3 Dublin Landings, North Wall Quay, Dublin 1, Ireland. Our website address is www.osmotica.com.www.rvlpharma.com. The information that appears on, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus, and you should not rely on any such information in making the decision whether to purchase our securities.

RISK FACTORS

An investment in our ordinary shares involves risks. Prior to making a decision about investing in our ordinary shares, you should consider carefully the risks together with all of the other information contained or incorporated by reference in this prospectus, including any risks described in the section entitled “Risk Factors” contained in any supplements to this prospectus, in our CurrentAnnual Report on Form 8-K10-K for the year ended December 31, 2021, as filed with the SEC on September 8, 2021March 30, 2022, and in our subsequent filings with the SEC. Each of the referenced risks and uncertainties could adversely affect our business, prospects, operating results and financial condition, as well as adversely affect the value of an investment in our securities. Additional risks not known to us or that we believe are immaterial may also adversely affect our business, operating results and financial condition and the value of an investment in our securities.

CAUITIONARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference, contain forward-looking statements. All statements other than statements of historical facts contained in this prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward- lookingforward-looking statements. The words “believe,” “may,” “will,” “plan,” “should,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives and financial needs.

We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include the following:

The forward-looking statements included in this prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference are made only as of the date hereof.on the front of those documents only. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference to conform thesesuch statements to actual results or to changes in our expectations.

You should read this prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated by reference herein and therein with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

USE OF PROCEEDS

This prospectus relates to the offer and sale by the Selling ShareholderShareholders of up to 6,148,83215,451,612 ordinary shares. The Selling ShareholderShareholders will receive all of the net proceeds from sales of the ordinary shares pursuant to this prospectus. We are not selling any ordinary shares under this prospectus, and we will not receive any proceeds from the sale of any ordinary shares by the Selling Shareholder.Shareholders. See “Selling Shareholder.Shareholders.”

SELLING SHAREHOLDERSHAREHOLDERS

Pursuant to the Share Subscription Agreement,Agreements, we agreed to file a registration statement, of which this prospectus is a part of, to register the resale of 6,148,83215,451,612 ordinary shares beneficially owned by the Selling ShareholderShareholders and to keep such registration statement effective until the date on which all of the ordinary shares registered for resale under the registration statement have been disposed of in accordance with such registration statement or disposed of pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

TheEach Selling Shareholder may sell some, all or none of the ordinary shares that may be offered hereunder. We do not know how long theeach Selling Shareholder will hold the ordinary shares before selling them, and we currently have no agreements, arrangements or understandings with theany Selling Shareholder regarding the sale or other disposition of any of the ordinary shares that may be offered hereunder. The ordinary shares covered hereby may be offered from time to time by theeach Selling Shareholder.

When we refer to “Selling Shareholder”Shareholders” in this prospectus, we mean each of the entitypersons and entities listed in the table below, as well as itseach person’s and entities’ assignees or transferees. The information regarding ordinary shares beneficially owned after the offering assumes the sale of all ordinary shares that may be offered by the Selling Shareholder hereunder. To our knowledge, theeach Selling Shareholder named in the table has sole voting and investment power with respect to the ordinary shares set forth opposite its name.

The following table sets forth the name of theeach Selling Shareholder, the number and percentage of our ordinary shares beneficially owned by thesuch Selling Shareholder prior to the offering as of October 22, 2021,August 10, 2022, the number of our ordinary shares that may be offered under this prospectus, and the number and percentage of our ordinary shares beneficially owned by theeach Selling Shareholder assuming all of the ordinary shares registered hereunder are sold. As of October 22, 2021,August 10, 2022, a total of 83,276,12099,149,955 ordinary shares were outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our ordinary shares. Generally, a person “beneficially owns” our ordinary shares if the person has or shares with others the right to vote those ordinary shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. The number of ordinary shares in the column “Number of Ordinary Shares Offered” represents all of the ordinary shares that thesuch Selling Shareholder may offer and sell from time to time under this prospectus.