UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 May 17, 2024, the Board of Directors (the “Board”) of Avadel Pharmaceuticals plc (the “Company”) appointed Naseem Amin, MD to the Board, effective as of May 17, 2024. Dr. Amin will serve as director until his term expires at the 2024 annual general meeting of shareholders at which time he will stand for election by the Company’s shareholders. The Board determined that Dr. Amin is independent under the listing standards of the Nasdaq Stock Market.
As a non-employee director, Dr. Amin will receive cash compensation for his Board service in accordance with the Company’s Non-Employee Director Compensation Program (the “Program”). In addition, under the Program, upon his appointment as a director on May 17, 2024, Dr. Amin was granted an option to purchase 49,500 shares of the Company’s ordinary shares at an exercise price per share of $15.94. This option shall vest in equal annual installments over three years from the date of grant, subject to the director’s continued service on the Board. Dr. Amin is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Amin and any other persons pursuant to which he was selected as a director. At the time of this disclosure, Dr. Amin was not named to any committees of the Board, and no committee assignments are contemplated at this time. In addition, Dr. Amin entered into customary indemnification agreements for non-executive directors with the Company and Avadel US Holdings, Inc. Pursuant to the terms of the indemnification agreements, the Company may be required, among other things, to indemnify Dr. Amin for some expenses, including attorneys’ fees, judgments, fines and settlement amounts respectively incurred by him in any action or proceeding arising out of his respective service as one of our directors.
| Item 7.01 | Regulation FD Disclosure. |
On May 21, 2024, the Company issued a press release titled “Avadel Pharmaceuticals Appoints Naseem Amin, MD to its Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the 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 such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by Avadel Pharmaceuticals plc on May 21, 2024, furnished herewith. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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.
| Date: May 21, 2024 | AVADEL PHARMACEUTICALS PLC | ||
| By: | /s/ Jerad G. Seurer | ||
| Name: | Jerad G. Seurer | ||
| Title: | General Counsel & Corporate Secretary | ||