UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549












FORM 10-Q/A

(Amendment No. 1)














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



For the quarterly period ended: September
30, 2017














AVADEL PHARMACEUTICALS PLC

(Exact name of registrant as specified in
its charter)












|Ireland                                        | 000-28508                | 98-1341933                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)



Block 10-1, Blanchardstown Corporate
Park

Ballycoolin

Dublin 15, Ireland

(Address of Principal
Executive Office and Zip Code)



+353-1-485-1200

(Registrant’s telephone
number, including area code)



N/A

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














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 x No  ̈



Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes x
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 |  ̈ | Accelerated filer                             | x
|----------------------- | - | --------------------------------------------- | -
|Non-accelerated         |  ̈ | (Do not check if a smaller reporting company) |  
|                        |   | 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 x



At November 2, 2017, 39,762,209 ordinary
shares, nominal value $0.01 each, of the Company were outstanding.


















Explanatory Note



Avadel Pharmaceuticals plc (the “Company”)
is filing this Amendment No. 1 (this “Form 10-Q/A”) to Quarterly Report on Form 10-Q to amend the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission
(the “SEC”) on November 9, 2017 (the “Original Filing”). This Form 10-Q/A is being filed
solely to re-file Exhibit 10.7 to the Original Filing (the “Exhibit”). Due to a clerical error, certain paragraphs
under Section 8.2 (Milestone Payments) of the Exhibit in the Original Filing contained incorrect sequential paragraph numbering.
Specifically, the paragraph titled “Tier One Commercialization Milestone Payments” should be marked as Section 8.2(b);
the paragraph titled “Tier Two Commercialization Milestone Payments” should be marked as Section 8.2(c); and the paragraph
titled “Change of Control Payment” should be marked as Section 8.2(d). The Exhibit, as re-filed in this Form 10-Q/A,
contains the correct sequential paragraph numbering. In addition, as required by Rule 12b-15 under the Securities Exchange Act
of 1934, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits
to this Form 10-Q/A.



No other changes have been made to
the Original Filing. This Form 10-Q/A continues to speak as of the original filing date of the Original Filing, does not
reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related
disclosures made in the Original Filing.



ITEM 6. EXHIBITS.



|Exhibit No. |  | Description                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                 
|10.1*+      |  | Employment Agreement by and between
Avadel Management Corporation and Michael S. Anderson dated August 15, 2017.                                                                
|            |  |                                                                                                                                                                                 
|10.2*+      |  | Employment Agreement by and between
Avadel Management Corporation and Gregory J. Divis dated September 5, 2017.                                                                 
|            |  |                                                                                                                                                                                 
|10.3*+      |  | Employment Agreement by and between
Avadel Management Corporation and Sandra Hatten dated August 15, 2017.                                                                      
|            |  |                                                                                                                                                                                 
|10.4*+      |  | Employment Agreement by and between
Avadel Management Corporation and Michael F. Kanan dated September 5, 2017.                                                                 
|            |  |                                                                                                                                                                                 
|10.5*+      |  | Employment Agreement by and between
Avadel Management Corporation and Phillandas T. Thompson dated August 15, 2017.                                                             
|            |  |                                                                                                                                                                                 
|10.6*‡      |  | Exclusive Right of Negotiation
Agreement by and between Avadel Specialty Pharmaceuticals, LLC and Serenity Pharmaceuticals, LLC dated as of August 11, 2017.                    
|            |  |                                                                                                                                                                                 
|10.7**‡     |  | Exclusive License and Assignments
Agreement by and between Avadel Specialty Pharmaceuticals, LLC and Serenity Pharmaceuticals, LLC dated as of September 1, 2017.               
|            |  |                                                                                                                                                                                 
|10.8A*‡     |  | Manufacturing Agreement by and
between Renaissance Lakewood, LLC (formerly DPT Lakewood, LLC) and Serenity Pharmaceuticals, LLC dated as of July 14, 2014.                      
|            |  |                                                                                                                                                                                 
|10.8B*      |  | Renaissance Agreements Assignment
and Assumption Agreement by and between Avadel Specialty Pharmaceuticals, LLC and Serenity Pharmaceuticals, LLC dated as of September
1, 2017.
|            |  |                                                                                                                                                                                 
|10.9*       |  | Master Manufacturing Services
Agreement by and between Patheon UK Limited and Éclat Pharmaceuticals L.L.C. dated as of November 8, 2012.                                        
|            |  |                                                                                                                                                                                 
|31.1**      |  | Certification of the Principal
Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) promulgated under the Exchange Act.                                              
|            |  |                                                                                                                                                                                 
|31.2**      |  | Certification of the Principal
Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) promulgated under the Exchange Act.                                              













|32.1***  |  | Certification of the Principal
Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                           
|32.2***  |  | Certification of the Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|         |  |                                                                                                                                                           
|101.INS* |  | XBRL Instance Document                                                                                                                                    
|         |  |                                                                                                                                                           
|101.SCH* |  | XBRL Taxonomy Extension Schema Document                                                                                                                   
|         |  |                                                                                                                                                           
|101.CAL* |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                     
|         |  |                                                                                                                                                           
|101.DEF* |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                      
|         |  |                                                                                                                                                           
|101.LAB* |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                           
|         |  |                                                                                                                                                           
|101.PRE* |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                    












| | * | Previously filed as an exhibit to Quarterly Report on Form 10-Q for the quarterly period
                                                                              ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ** | Filed herewith.
| | -- | ---------------



| | *** | Furnished herewith.
| | --- | -------------------



| | + | Indicates management contract or compensatory plan or
arrangement.
| | - | ------------------------------------------------------------------



| | ‡ | Confidential treatment
has been requested for the redacted portions of this agreement. A complete copy of the agreement, including the redacted portions,
has been filed separately with the Securities and Exchange Commission.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.





|                        | AVADEL PHARMACEUTICALS PLC
|----------------------- | --------------------------
|                        | (Registrant)              
|                        |                           
|Date: November 17, 2017 | By:                       
|                        |                           
|                        |                           
|                        |