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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 5, 2023


RVL Pharmaceuticals plc

(Exact name of registrant as specified in its charter)


Ireland 001-38709 Not Applicable
(State or other jurisdiction
of incorporation)  
  (Commission File Number)     (IRS Employer
Identification No.)


400 Crossing Boulevard
, NJ
(Address of principal executive offices)   (Zip Code)


(Registrant’s telephone number, including area code): (908) 809-1300


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class   Trading Symbol(s)   Name of each exchange on which
Ordinary Shares   RVLP   Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


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. x






Item 8.01 Other Events


On August 25, 2023, RVL Pharmaceuticals plc (the “Company”) filed a Current Report on Form 8-K reporting that the Company had established October 5, 2023 as the date of an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to seek shareholder approval (i) to effect a reverse share split of the Company’s share capital, (ii) to increase the authorized share capital of the Company, (iii) to grant the board of directors of the Company (the “Board”) an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options for a period of five years up to the increased authorized share capital of the Company, (iv) to grant the Board an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance, and (v) of the issuance of certain of the Company’s warrants issued pursuant to the Securities Purchase Agreement, dated August 15, 2023, between the Company and an accredited investor and pursuant to the engagement letter dated August 9, 2023 between the Company and H.C. Wainwright & Co., LLC and the issuance of the Company's ordinary shares upon the exercise of such warrants.


The Board has now established October 2, 2023 as the date of the Extraordinary General Meeting. Additional details regarding the Extraordinary General Meeting will be disclosed in the Company’s definitive proxy statement for the Extraordinary General Meeting to be filed with the U.S. Securities and Commission.






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


Dated: September 5, 2023By: /s/ Brian Markison
   Brian Markison
   Chief Executive Officer