avdl-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number: 001-37977

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AVADEL PHARMACEUTICALS PLC

(Exact name of registrant as specified in its charter)

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Ireland						98-1341933
(State or Other Jurisdiction of Incorporation)						(I.R.S. Employer Identification No.)
10 Earlsfort Terrace Dublin 2 D02 T380 Ireland						N/A
(Address of Principal Executive Office and Zip Code)						(Zip Code)

+353-1-901-5201

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	AVDL	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 12b-2 of the Exchange Act.


Large accelerated filer	þ	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 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

At August 5, 2024, 96,270,528 ordinary shares, nominal value $0.01 each, of the Company were outstanding.

TABLE OF CONTENTS


		Page #
Cautionary Note Regarding Forward Looking Statements		3

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

NOTE REGARDING TRADEMARKS

We own various trademark registrations and applications, and unregistered trademarks, including, but not limited to, AVADELTM, LUMRYZTM and RYZUPTM. Trade names, trademarks and service marks of other companies appearing in this Quarterly Report are the property of their respective holders. Solely for convenience, the trademarks and trade names in this Quarterly Report may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

From time to time, we may use our website, LinkedIn or our X, formerly known as Twitter, account (@AvadelPharma) to distribute material information. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.avadel.com. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our LinkedIn posts or our X posts are not incorporated into, and does not form a part of, this Quarterly Report.

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Cautionary Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “continue,” and similar expressions, or the negative of these terms, or similar expressions. Accordingly, these statements involve estimates, assumptions, risks and uncertainties which could cause actual results to differ materially from those expressed in them.

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•Our ability to successfully commercialize LUMRYZ (sodium oxybate) in the United States (“U.S.”) for the treatment of cataplexy or excessive daytime sleepiness (“EDS”) in adults with narcolepsy;

•Our plans with respect to our commercial infrastructure and marketing, market access and commercial activities;

•Our ability to maintain and receive additional regulatory approvals for LUMRYZ in any other jurisdictions outside the U.S., and any related restrictions, limitations, and/or warnings in the label of LUMRYZ;

•Our expectations regarding the rate and degree of market acceptance for LUMRYZ;

•Our ability to enter into strategic partnerships for the commercialization, manufacturing and distribution of LUMRYZ in the U.S.;

•Our reliance on a single product, LUMRYZ;

•Our dependence on a limited number of suppliers for the manufacturing of LUMRYZ and certain raw materials used in LUMRYZ and any failure of such suppliers to produce LUMRYZ or deliver sufficient quantities of such raw materials, which could have a material adverse effect on our business, including commercialization of LUMRYZ in the U.S.;

•Our ability to finance our operations on acceptable terms, either through the raising of capital including the incurrence of convertible or other indebtedness, issuance of equity or royalty-based financings, or through strategic financing or commercialization partnerships;

•Our expectations regarding the pricing and reimbursement and the extent to which patient financial assistance programs are utilized for LUMRYZ;

•Our expectations about the potential market size and market participation for LUMRYZ;

•Our expectations regarding litigation related to LUMRYZ;

•Our expectations regarding our cash runway to support the commercialization of LUMRYZ in the U.S.;

•The potential impacts of inflation and rising interest rates on our business and future operating results;

•Our ability to hire and retain key members of our leadership team and other personnel;

•The potential impacts due to global political instability and conflicts, such as terrorism, civil unrest, war and natural disasters in foreign countries on our business, financial condition and results of operations; and

•Competition existing today or that may arise in the future.

These forward-looking statements are neither promises nor guarantees of future performance due to a variety of risks and uncertainties and other factors more fully discussed in the “Risk Factors” section in Part I, Item 1A of the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2024 and the risk factors and cautionary statements described in our subsequent filings with the SEC. Given these uncertainties, readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this Quarterly Report, even if new information becomes available in the future.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net product revenue	$	41,504	$	1,496	$	68,682	$	1,496
Cost of products sold	2,788		36		4,310		36
Gross profit	38,716		1,460		64,372		1,460
Operating expenses:
Research and development expenses	4,051		4,223		7,119		8,053
Selling, general and administrative expenses	47,406		46,778		96,029		71,246

Total operating expense	51,457		51,001		103,148		79,299
Operating loss	(12,741)		(49,541)		(38,776)		(77,839)
Investment and other income, net	1,126		623		2,504		816
Interest expense	(2,716)		(2,295)		(5,308)		(5,554)
Loss on extinguishment of debt	—		(13,129)		—		(13,129)

Loss before income taxes	(14,331)		(64,342)		(41,580)		(95,706)
Income tax (benefit) provision	(509)		90		(416)		(490)
Net loss	$	(13,822)	$	(64,432)	$	(41,164)	$	(95,216)

Net loss per share - basic	$	(0.14)	$	(0.83)	$	(0.44)	$	(1.35)
Net loss per share - diluted	$	(0.14)	$	(0.83)	$	(0.44)	$	(1.35)

Weighted average number of shares outstanding - basic	96,151		77,246		93,922		70,603
Weighted average number of shares outstanding - diluted	96,151		77,246		93,922		70,603

See accompanying notes to unaudited condensed consolidated financial statements.

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AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net loss	$	(13,822)	$	(64,432)	$	(41,164)	$	(95,216)
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) income	(74)		8		(310)		183
Net other comprehensive (loss) income, net of income tax expense of $0, $0, $0, and $0, respectively	(385)		75		(738)		216
Total other comprehensive (loss) income, net of tax	(459)		83		(1,048)		399
Total comprehensive loss	$	(14,281)	$	(64,349)	$	(42,212)	$	(94,817)

See accompanying notes to unaudited condensed consolidated financial statements.

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AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	28,847	$	31,167
Marketable securities	42,535		73,944
Accounts receivable, net	33,377		12,103
Inventories	13,313		10,380
Research and development tax credit receivable	927		1,322
Prepaid expenses and other current assets	6,781		5,286
Total current assets	125,780		134,202
Property and equipment, net	484		585
Operating lease right-of-use assets	2,154		2,591
Goodwill	16,836		16,836

Research and development tax credit receivable	252		332
Other non-current assets	12,015		10,152
Total assets	$	157,521	$	164,698

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:

Current portion of operating lease liability	$	866	$	934
Accounts payable	9,794		11,433
Accrued expenses	33,711		24,227

Other current liabilities	242		261
Total current liabilities	44,613		36,855


Long-term operating lease liability	1,308		1,690
Royalty financing obligation	35,493		32,760
Other non-current liabilities	5,819		5,654
Total liabilities	87,233		76,959

Shareholders’ equity:
Preferred shares, nominal value of $0.01 per share; 50,000 shares authorized; zero issued and outstanding at June 30, 2024 and 5,194 issued and outstanding at December 31, 2023	—		52
Ordinary shares, nominal value of $0.01 per share; 500,000 shares authorized; 96,204 issued and outstanding at June 30, 2024 and 89,825 issued and outstanding at December 31, 2023	961		898
Additional paid-in capital	880,202		855,452
Accumulated deficit	(786,660)		(745,496)
Accumulated other comprehensive loss	(24,215)		(23,167)
Total shareholders’ equity	70,288		87,739
Total liabilities and shareholders’ equity	$	157,521	$	164,698

See accompanying notes to unaudited condensed consolidated financial statements.

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AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Ordinary shares			Preferred shares			Additional		Accumulated		Accumulated other comprehensive		Total shareholders’
	Shares	Amount		Shares	Amount		paid-in capital		deficit		loss		equity
Balance, December 31, 2023	89,825	$	898	5,194	$	52	$	855,452	$	(745,496)	$	(23,167)	$	87,739
Net loss	—	—		—	—		—		(27,342)		—		(27,342)
Other comprehensive loss	—	—		—	—		—		—		(589)		(589)
Issuance of common stock under at-the-market offering program, net of issuance costs	640	6		—	—		9,244		—		—		9,250
Amortization of deferred issuance costs	—	—		—	—		(3)		—		—		(3)
Conversion of preferred stock into ordinary shares	5,194	52		(5,194)	(52)		—		—		—		—
Exercise of stock options	390	3		—	—		3,353		—		—		3,356

Employee share purchase plan share issuance	48	1		—	—		583		—		—		584
Share-based compensation expense	—	—		—	—		5,389		—		—		5,389
Balance, March 31, 2024	96,097	$	960	—	$	—	$	874,018	$	(772,838)	$	(23,756)	$	78,384
Net loss	—	—		—	—		—		(13,822)		—		(13,822)
Other comprehensive income	—	—		—	—		—		—		(459)		(459)


Exercise of stock options	107	1		—	—		722		—		—		723


Share-based compensation expense	—	—		—	—		5,462		—		—		5,462
Balance, June 30, 2024	96,204	$	961	—	$	—	$	880,202	$	(786,660)	$	(24,215)	$	70,288

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AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Ordinary shares			Preferred shares			Additional paid-in		Accumulated		Accumulated other comprehensive		Total shareholders’
	Shares	Amount		Shares	Amount		capital		deficit		loss		equity (deficit)
Balance, December 31, 2022	62,878	$	628	488	$	5	$	589,783	$	(585,220)	$	(26,341)	$	(21,145)
Net loss	—	—		—	—		—		(30,784)		—		(30,784)
Other comprehensive income	—	—		—	—		—		—		315		315
Issuance of common stock under at-the-market offering program, net of issuance costs	1,564	16		—	—		11,897		—		—		11,913
Amortization of deferred issuance costs	—	—		—	—		(16)		—		—		(16)

Vesting of restricted shares	22	—		—	—		—		—		—		—
Employee share purchase plan share issuance	14	—		—	—		29		—		—		29
Share-based compensation expense	—	—		—	—		1,522		—		—		1,522
Balance, March 31, 2023	64,478	$	644	488	$	5	$	603,215	$	(616,004)	$	(26,026)	$	(38,166)
Net loss	—	—		—	—		—		(64,432)		—		(64,432)
Other comprehensive income	—	—		—	—		—		—		83		83
April 2023 public offering, net of issuance costs	12,205	122		4,706	47		133,982		—		—		134,151
Mandatory Exchange of April 2027 Notes, net of issuance costs	12,347	123		—	—		102,039		—		—		102,162
Exercise of stock options	291	4		—	—		1,746		—		—		1,750
Share-based compensation expense	—	—		—	—		7,644		—		—		7,644
Balance, June 30, 2023	89,321	$	893	5,194	$	52	$	848,626	$	(680,436)	$	(25,943)	$	143,192

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AVADEL PHARMACEUTICALS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024		2023

Cash flows from operating activities:
Net loss	$	(41,164)	$	(95,216)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	978		1,189
Amortization of debt discount and debt issuance costs	—		2,460

Share-based compensation expense	10,851		9,166
Loss on extinguishment of debt	—		13,129
Other adjustments	(1,208)		42
Net changes in assets and liabilities
Accounts receivable	(21,274)		(1,775)
Inventories

SEC Form 10-Q filed by Avadel Pharmaceuticals plc