AVADEL PHARMACEUTICALS PLC (NASDAQ:AVDL) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
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Material Modification to the Rights of Security Holders. |
The disclosures under the Introductory Note are incorporated into
this Item 3.03 by reference.
In connection with the Merger, commencing upon the Effective Time
the rights of holders of Avadel Ordinary Shares became governed
by Avadels new Constitution (which comprises Avadels Memorandum
and Articles of Association) which is filed as Exhibit 3.1 to
this Current Report and is incorporated herein by reference. The
description of the Avadel Ordinary Shares set forth under the
caption Description of the Avadel plc Ordinary Shares beginning
on page 49 of Flamels definitive proxy statement filed by Flamel
with the SEC on July 1, 2016 (the 2016 Flamel Proxy Statement) is
incorporated herein by reference. The description of the Avadel
ADSs set forth under the caption Description of ADSs Representing
Avadel plc Ordinary Shares set forth beginning on page 63 of the
2016 Flamel Proxy Statement is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The disclosures under the Introductory Note are incorporated into
this Item 5.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 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). |
