Avadel Pharmaceuticals plc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period ____________ to ____________ Commission file number:001-37977 AVADEL PHARMACEUTICALS PLC Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesýNo☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐Noý Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesýNo¨ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesýNo☐ 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 growthcompany. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filerýAccelerated 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.ý If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐Noý The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscalquarter was $1,342,171,790based on the closing sale price of the registrant’s ordinary shares as reported by the Nasdaq Global Market on June 28, 2024. Such marketvalue excludes 743,475 ordinary shares, $0.01 per share nominal value held by each officer and director and by shareholders that the registrant concluded were affiliatesof the registrant on that date. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or causethe direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant. The number of the registrant’s ordinary shares, $0.01 per share nominal value, outstanding as of February26, 2025 was96,629,435. TABLE OF CONTENTS Page # Summary Of The Material Risks Associated With Our Business3Cautionary Disclosure Regarding Forward-Looking Statements4 Item 1.Business6Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments56Item 1C.Cybersecurity56Item 2.Properties56Item 3.Legal Proceedings56Item 4.Mine Safety Disclosures56 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities57Item 6.Reserved59Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations60Item 7A.Quantitative and Qualitative Disclosures About Market Risks70Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure103Item 9A.Controls and Procedures103Item 9B.Other Information103Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections103 Item 10.Directors, Executive Officers and Corporate Governance104Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Ow