As filed with the Securities and Exchange Commission on May 17, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVADEL PHARMACEUTICALS PLC
(Exact Name of Registrant as Specified in Its Charter)
| Ireland | 98-1341933 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 10 Earlsfort Terrace Dublin 2, Ireland, D02 T380 | Not Applicable |
| (Address of Principal Executive Offices) | (Zip Code) |
Avadel Pharmaceuticals plc 2020 Omnibus Incentive Compensation Plan
(Full Title of the Plan)
Greg Divis
Chief Executive Officer
Avadel Pharmaceuticals plc
16640 Chesterfield Grove Road
Suite 200
Chesterfield, MO 63005
(636) 449-1830
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Robert E. Puopolo, Esq. Marishka DeToy, Esq. | Christopher McLaughlin Arthur Cox 10 Earlsfort Terrace Dublin 2, Ireland D02 T380 (+353) 1 920 1026 |
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,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| 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 7(a)(2)(B) of the Securities Act. ¨
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 6,500,000 ordinary shares, nominal value $0.01 per share, to be issued under the Registrant’s 2020 Omnibus Incentive Compensation Plan for which a Registration Statement on Form S-8 relating to the same employee benefit plans are effective.
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed by the Registrant on February 10, 2021 (File No. 333-252956) related to the Registrant’s 2020 Omnibus Incentive Compensation Plan is incorporated by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier Registration Statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* Filed herewith.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterfield, State of Missouri, on this 17th day of May, 2024.
| AVADEL PHARMACEUTICALS PLC | ||
| By: | /s/ Gregory J. Divis | |
| Gregory J. Divis | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Avadel Pharmaceuticals plc, hereby severally constitute and appoint Gregory J. Divis and Thomas S. McHugh, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Avadel Pharmaceuticals plc to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Gregory J. Divis | Director, Chief Executive Officer | May 17, 2024 | ||
| Gregory J. Divis | and Principal Executive Officer | |||
| /s/ Thomas S. McHugh | Chief Financial Officer and Principal | May 17, 2024 | ||
| Thomas S. McHugh | Financial and Accounting Officer | |||
| /s/ Geoffrey M. Glass | Non-Executive Chairman and | May 17, 2024 | ||
| Geoffrey M. Glass | Director | |||
| /s/ Eric J. Ende | Director | May 17, 2024 | ||
| Eric J. Ende, MD | ||||
| /s/ Mark A. McCamish | Director | May 17, 2024 | ||
| Mark A. McCamish, MD, PhD | ||||
| /s/ Linda S. Palczuk | Director | May 17, 2024 | ||
| Linda S. Palczuk | ||||
| /s/ Peter Thornton | Director | May 17, 2024 | ||
| Peter Thornton | ||||
