AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Files An 8-K Entry into a Material Definitive Agreement

AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

(a) Assumption of Certain Employment Agreements.

The information under the heading Assumption of Certain
Employment Agreements in Item 5.02 of this Form 8-K is hereby
incorporated by reference into this Item 1.01.

(b) Assumption of Certain Flamel Obligations to Issue
Ordinary Shares or ADSs.

The information under the heading Assumption of Certain Flamel
Obligations to Issue Ordinary Shares or ADSs in Item 5.02 of this
Form 8-K is hereby incorporated by reference into this Item 1.01.

(c) Entry into Deposit Agreement.

On January 3, 2017, Avadel and The Bank of New York Mellon
entered into a deposit agreement (the Deposit Agreement)
providing for the issuance, subject to consummation of the
Merger, of American Depositary Shares, each representing one
Avadel Ordinary Share (Avadel ADSs). The Bank of New York Mellon
will act as depositary (the Depositary) for the Avadel Ordinary
Shares which are represented by Avadel ADSs to the Deposit
Agreement. The Depositarys office for these purposes is located
at 101 Barclay Street, New York, New York 10286. The Deposit
Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The description of the Deposit Agreement
herein does not purport to be complete and is qualified in its
entirety by reference to Exhibit 1.1

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note are incorporated into
this Item 2.01 by reference.

As provided in the Merger Agreement, at the Effective Time Flamel
was deemed to be dissolved without going into liquidation and
transferred all of its assets and liabilities to Avadel to
article L.236-3 I of the French Code de commerce and the
Commercial Code and regulation 19(1) of the European Communities
(Cross-Border Mergers) Regulations 2008 as amended by the
European Communities (Mergers and Divisions of Companies)
(Amendment) Regulations 2011.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated into
this Item 3.01 by reference.

Prior to the Merger, the Flamel ADSs, representing an aggregate
of approximately 40,426,656 Flamel Ordinary Shares, were
registered to Section 12(b) of the Exchange Act and listed on
Nasdaq under the trading symbol FLML. As a result of the Merger,
(i) all outstanding Flamel Ordinary Shares were cancelled and
exchanged on a one-for-one basis for newly issued Avadel Ordinary
Shares and (ii) all outstanding Flamel ADSs were cancelled and
exchanged on a one-for-one basis for Avadel ADSs. In addition,
the Avadel shares held by Flamel immediately prior to the Merger
were cancelled as a result of the Merger.

In connection with the Merger, Nasdaq has filed with the SEC a
notification on Form 25 with respect to the removal of the Flamel
ADSs from listing on Nasdaq and requesting the withdrawal of the
registration of the Flamel ADSs under Section 12(b) of the
Exchange Act.

Prior to the open of trading on Nasdaq on January 3, 2017,
trading in the Flamel ADSs was suspended by Nasdaq. In addition,
on January 3, 2017 Avadel filed a Form 15 with the SEC, on behalf
of Flamel, to terminate the registration of the Flamel ADSs under
the Exchange Act and suspend the reporting obligations of Flamel
under Section 15(d) of the Exchange Act.

to Rule 12g-3(a) under the Exchange Act, Avadel is the successor
issuer to Flamel, Avadel ADSs are deemed to be registered under
Section 12(b) of the Exchange Act, and Avadel is subject to the
informational requirements of the Exchange Act and the rules and
regulations promulgated thereunder. Avadel hereby reports this
succession in accordance with Rule 12g-3(f) under the Exchange
Act. Avadel ADSs, each representing one Avadel Ordinary Share,
have been approved for listing on Nasdaq and will trade under the
symbol AVDL.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosures under the Introductory Note are incorporated into
this Item 3.02 by reference.

As described above in the Introductory Note, to the Merger, at
the Effective Time (i) holders of Flamel Ordinary Shares
received, in exchange for such Flamel Ordinary Shares, Avadel
Ordinary Shares on a one-for-one basis and (ii) holders of Flamel
ADSs received, in exchange for such Flamel ADSs, Avadel ADSs on a
one-for-one basis. These exchanges resulted in the issuance of
approximately 41,370,804 Avadel Ordinary Shares, of which
approximately 40,426,656 of such Avadel Ordinary Shares were
issued to the Depositary under the Deposit Agreement described in
Item 1.01 of this current report on Form 8-K. Such 40,426,656
Avadel Ordinary Shares issued to the Depositary were thereupon
represented by Avadel ADSs and issued to the former holders of
Flamel ADSs. The issuances of these securities in connection with
the Merger were sanctioned by the High Court of Ireland to an
order issued on November 25, 2016 after a hearing upon the
fairness of the terms and conditions of such issuances at which
all holders of Flamel ordinary shares had a right to appear and
of which notice had been given. The issuances of Avadel Ordinary
Shares and Avadel ADSs described above were exempt from the
registration requirements of the Securities Act by virtue of the
exemption provided under Section 3(a)(10) thereof.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Executive Officers and Directors.

Upon completion of the Merger, the directors and executive
officers of Flamel immediately prior to the completion of the
Merger became the directors and executive officers of Avadel. As
a result, directors of Avadel (each of whom will be subject to
re-election at the 2017 annual meeting of Avadels shareholders)
are The Honorable Craig R. Stapleton, Mr. Michael S. Anderson,
Mr. Guillaume Cerutti, Dr. Francis J.T. Fildes, Mr. Christophe
Navarre, and Mr. Ben C. Van Assche. In addition, as of December
31, 2016, upon completion of the Merger, Avadels Board of
Directors (i) created the committees of the Board of Directors
that previously were in place for Flamel, which consist of an
Audit Committee, a Corporate Governance and Nominating Committee,
and a Compensation Committee; (ii) appointed to such committees
the same individual directors who previously composed such
committees for the Flamel board of directors; and (iii) named as
chairperson of each such committee the same individual director
who previously served as chairperson of such committee of the
Flamel board of directors.

(b) Assumption of Certain Employment Agreements.

In connection with, and effective upon, the completion of the
Merger, Avadel assumed the existing liabilities, obligations and
duties with respect to Flamels employees, including the
liabilities, obligations and duties under Flamels employment
agreements with the following officers: Michael S. Anderson,
Michael F. Kanan, Sandra Hatten, Phillandas T. Thompson and David
Monteith; and such employment agreements are filed herewith as
Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.

(c) Assumption of Certain Flamel Obligations to Issue
Ordinary Shares or ADSs.

Effective as of the Effective Time, Avadel assumed the
obligations of Flamel in connection with awards of free shares,
stock options and non-employee director warrants previously
granted under certain equity-linked incentive plans of Flamel
(the Flamel Equity Plans). to such free share awards, stock
options and non-employee director warrants, Avadel may issue up
to an aggregate of 5,226,646 Avadel Ordinary Shares or Avadel
ADSs, consisting of 521,300 Avadel Ordinary Shares or Avadel ADSs
in respect of free share awards; 3,746,850 Avadel Ordinary Shares
or Avadel ADSs issuable upon exercise of stock options, and
958,496 Avadel Ordinary Shares or Avadel ADSs issuable upon
exercise of non-employee director warrants. In addition, under
the Flamel Equity Plans approved at Flamels extraordinary general
meeting of shareholders held on August 10, 2016, which plans have
been assumed by Avadel as described above, the Avadel board of
directors retains the right to issue an aggregate of up to
443,131 additional Avadel Ordinary Shares or Avadel ADSs (the
Remaining Authorization) with respect up to 289,700 free share
awards, up to 94,400 stock options, and 59,031 non-employee
director warrants.

In addition, at the Effective Time, Avadel assumed Flamels
obligations to issue up to 3,300,000 Flamel ADSs upon exercise of
two warrants which were issued in connection with the acquisition
of clat Pharmaceuticals, LLC in March 2012 by Flamel. As a result
of such assumption, one of the warrants is exercisable for
1,100,000 Avadel ADSs at an exercise price of $7.00 per share,
subject to adjustment, and the other warrant is exercisable for
2,200,000 Avadel ADSs at an exercise price of $11.00 per share,
subject to adjustment. Each warrant has a term of six years from
its date of issuance, expiring on March 12, 2018.

(d) Compensatory Plans.

Certain of the awards under free share plans and stock option
plans which Avadel has assumed as described above in paragraph
(c) of this item 5.02 were granted to Avadels principal executive
officer, principal financial officer, or one or more other named
executive officers (as such term is used in Rule 402 of
Regulation S-K). In addition, with respect to the Remaining
Authorization described above in paragraph (c) of this item 5.02,
Avadels board may grant to Avadels principal executive officer,
principal financial officer, or one or more other named executive
officers additional Avadel Ordinary Shares or Avadel ADSs with
respect to the up to 289,700 remaining free share awards and the
up to 94,400 remaining stock options.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures under the Introductory Note and the disclosures
within Item 3.03 above are incorporated into this Item 5.03 by
reference.

Item 8.01

Other Events.

(a) Successor Issuer.

In connection with the Merger and by operation of Rule 12g-3(a)
promulgated under the Exchange Act, Avadel is the successor
issuer to Flamel and has succeeded to the attributes of Flamel as
the registrant, including Flamels Commission file number
(000-28508). The Avadel ADSs are deemed to be registered under
Section 12(b) of the Exchange Act, and Avadel is subject to the
informational requirements of the Exchange Act, and the rules and
regulations promulgated thereunder, and will hereafter file
reports and other information with the Commission using the same
Commission file number previously used by Flamel. Avadel hereby
reports this succession in accordance with Rule 12g-3(f) under
the Exchange Act. Avadel ADSs have been approved for listing on
Nasdaq and will trade under the symbol AVDL. The CUSIP number for
Avadel ADSs is 05337M 104.

(b) Section 16 Reporting.

As noted above, as a result of the Merger, (i) all outstanding
Flamel Ordinary Shares were cancelled and exchanged on a
one-for-one basis for newly issued Avadel Ordinary Shares and
(ii) all outstanding Flamel ADSs were cancelled and exchanged on
a one-for-one basis for Avadel ADSs. Because of these exchanges
resulting from the Merger, each director and officer (for
purposes of Section 16 of the Exchange Act) of Flamel is required
to file a Form 4 evidencing the disposition of Flamel Ordinary
Shares or Flamel ADSs, as applicable, a Form 3 evidencing his or
her status as a new director or officer of Avadel and a Form 4
evidencing his or her acquisition of the same number of Avadel
Ordinary Shares or Avadel ADSs, as applicable. No shares or ADSs
were sold into or purchased from the market in connection with
the dispositions and acquisitions to be reflected on these Form
4s.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

1.1		Deposit Agreement, dated as of January 3, 2017, between Avadel Pharmaceuticals plc, an Irish public limited company, and The Bank of New York Mellon (filed herewith).
2.1		Common Draft Terms of Cross-Border Merger dated as of June 29, 2016 between Flamel Technologies S.A., a French socit anonyme, and Avadel Pharmaceuticals plc, an Irish public limited company (formerly known as Avadel Pharemceuticals Limited) (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Flamel Technologies S.A. on July 1, 2016).
3.1		Constitution of Avadel Pharmaceuticals plc (containing the Memorandum and Articles of Association of Avadel Pharmaceuticals plc) (incorporated by reference to Appendix 15 of Exhibit 2.1 to the Form 8-K filed by Flamel Technologies S.A. on July 1, 2016).
10.1		Employment Agreement dated as of May 24, 2016 between Flamel Technologies S.A. and Michael S. Anderson (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Flamel Technologies S.A. on May 27, 2016).
10.2		Employment Agreement dated as of May 23, 2016 between Flamel Technologies S.A. and Michael F. Kanan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by Flamel Technologies S.A. on May 27, 2016).
10.3		Employment Agreement dated as of July 8, 2015 between Flamel Technologies S.A. and Sandra Hatten (incorporated by reference to Exhibit 10.18 to the Form 10-K filed by Flamel Technologies S.A. on March 15, 2016).
10.4		Employment Agreement dated as of July 7, 2015 between Flamel Technologies S.A. and Phillandas T. Thomspon (incorporated by reference to Exhibit 10.19 to the Form 10-K filed by Flamel Technologies S.A. on March 15, 2016).
10.5		Employment Agreement dated as of October 15, 2015 between Flamel Technologies S.A. and David Monteith (filed herewith).

AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Recent Trading Information
AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) closed its last trading session up +0.08 at 11.08 with 99,615 shares trading hands.