S-8

As filed with the Securities and Exchange Commission on July 8, 2020

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMRYT PHARMA PLC

England and Wales (State or other jurisdiction of incorporation or organization) (Exact name of registrant as specified in its charter) Dept 920a 196 High Road, Wood Green, London, United Kingdom, N22 8HH Tel: +44 (0)20 3026 7257   (Address of Principal Executive Offices, including Zip Code)   Amryt Pharma plc Equity Incentive Plan (including the Amryt Pharma plc Equity Incentive Plan Sub-Plan for U.S. Participants) (Full title of the plans)   Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (Name and address of agent for service)   (302) 738-6680 (Telephone number, including area code, of agent for service)   With a copy to: Not Applicable (I.R.S. Employer Identification No.)

Boris Dolgonos

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Tel: (212) 351-4000

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 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	☐
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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Ordinary shares, nominal value £0.06 per share (“ordinary shares”)(1)(2)
Equity Incentive Plan (Future issuances)(3)	6,749,977	$2.5900(4)	$17,482,441	$2,270
Equity Incentive Plan(5)	17,154,554	$1.4787(6)	$25,366,439	$3,293
Total:	23,904,531	—	$42,848,880	$5,563

(1) Represents ordinary shares issuable under the Amryt Pharma plc Equity Incentive Plan, including the Amryt Pharma plc Equity Incentive Plan Sub-Plan for U.S. Participants (collectively the “Equity Incentive Plan”).  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also relates to such indeterminable number of additional Ordinary Shares as may be issuable pursuant to stock splits, stock dividends or similar transactions.

(2) The ordinary shares may be represented by the Registrant’s American Depositary Shares (“ADS”), each of which represents five ordinary shares.  The ADSs have been registered under a registration statement on Form F-6 (registration number 333-233844), filed with the Commission on September 19, 2019, as amended by Post-Effective Amendment No. 1, filed with the Commission on June 23, 2020.

(3) Represents 6,749,977 ordinary shares reserved for issuance under the Equity Incentive Plan.  The number of ordinary shares reserved for issuance under the Equity Incentive Plan will automatically (i) increase on January 1 of each calendar year by that number of ordinary shares equal to 5% of the Registrant’s issued share capital and (ii) decrease by the number of ordinary shares that are exercised by participants.

(4) Computed pursuant to Rule 457(h) of the Securities Act solely for purposes of determining the registration fee, based upon an assumed price of $2.5900 per ordinary share, which is based upon the average of the high and low prices of the registrant’s common stock on July 8, 2020, as reported on the Nasdaq Global Select Market and reflects an ADS-to-share ratio of 1 to 5.

(5) Represents 17,154,554 ordinary shares reserved for issuance upon the exercise of previously granted share options that remain outstanding under the Equity Incentive Plan.

(6) For purposes of computing the registration fee only. Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the price of £1.1721 per share (the weighted-average exercise price of previously granted stock options that remain outstanding under the Equity Incentive Plan), which is equivalent to $1.4787 per share, based on an exchange rate of £1.00 to $1.2616 as of July 8, 2020.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I of Form S-8 to be contained in the prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s prospectus, dated July 8, 2020, filed with the Commission pursuant to Rule 424(b) under the Securities Act, in connection with the Registrant’s Registration Statement on Form F-1 (Reg. No. 333-239395), as originally filed by the Registrant on June 23, 2020 and subsequently amended; and

(b) The description of the Registrant’s ordinary shares and American Depositary Shares contained in the Registrant’s Form 8-A (File No. 001-39365) filed with the Commission on July 1, 2020, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of further updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any subsequently filed document which also is incorporated by reference herein or any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable

Item 5.  Interests of Named Experts and Counsel.

Not applicable

Item 6.  Indemnification of Directors and Officers.

To the extent permitted by law, pursuant to the Registrant’s Articles of Association, current and former members of the Registrant’s board of directors and its current and former officers shall be entitled to, and current and former directors and officers of certain affiliated companies may, at the discretion of the Registrant’s board of directors, be indemnified by the Company against all liabilities, costs, charges and expenses incurred by him or her in the execution and discharge of his or her duties to the Registrant and certain affiliated companies, including any liability incurred in defending any proceedings, civil or criminal, relating to the execution and discharge of his or her duties to the Registrant and certain affiliated companies.

3

However, pursuant to the Companies Act 1985, no such indemnity shall extend to any liability attaching to a director in connection with any negligence, default, breach of duty or breach of trust in relation to the Registrant.  This prohibition does not apply to “qualifying third party indemnities,” being indemnities provided against liability incurred by a director to a person other than the Registrant or an associated company (as defined in the Companies Act 1985), except that no such qualifying third party indemnities can provide indemnification against:

(i) any fine imposed in any criminal proceedings;

(ii) any sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature howsoever arising;

(iii) any liability incurred in defending any criminal proceedings in which he or she is convicted and such conviction has become final;

(iv) any liability incurred in defending any civil proceedings brought by the Registrant or any associated company in which a final judgment has been given against him or her; and

(v) any liability incurred in connection with any application for relief under certain provisions of the Companies Act 1985 in which the court refuses to grant him or her relief and such refusal has become final.

In addition, the Registrant is not prevented from purchasing and maintaining for a director of the Registrant, or of an associated company, insurance against any such liability.

Insofar as indemnification of liabilities arising under the Securities Act of 1933 may be permitted to the Registrant’s board, executive officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

4

Item 8.  Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit Number	Description of Document
4.1	Articles of Association of Amryt Pharma plc, filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 filed with the Commission on June 23, 2020 (File No. 333-239395)
4.3	Amryt Pharma plc Equity Incentive Plan, filed as Exhibit 10.13 to the Registrant’s Registration Statement on Form F-1/A filed with the Commission on July 6, 2020 (File No. 333-239395)
4.4	Amryt Pharma plc Equity Incentive Plan Sub-Plan for U.S. Participants, filed as Exhibit 10.14 to the Registrant’s Registration Statement on Form F-1/A filed with the Commission on July 6, 2020 (File No. 333-239395)
5.1*	Opinion of Opinion of Gibson, Dunn & Crutcher UK LLP, with respect to the legality of the securities being registered
23.1*	Consent of Grant Thornton with respect to financial statements of Amryt Pharma plc
23.2*	Consent of Deloitte & Touche LLP with respect to financial statements of Aegerion Pharmaceuticals, Inc.
23.3*	Consent of Opinion of Gibson, Dunn & Crutcher UK LLP (included in the opinion filed as Exhibit 5.1)
24.1*	Limited Power of Attorney of the directors of the Registrant (included on the signature pages hereto)

* Filed herewith.

5

Item 9.  Undertakings.

(a)          The undersigned Registrant hereby undertakes:

(1)          to file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement;

(2)          that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)          to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)          The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, the United Kingdom on July 8, 2020.

Amryt Pharma Plc
(Registrant)
By:	/s/ Rory P. Nealon
	Rory P. Nealon
	Chief Financial Officer and Chief Operating Officer

Limited Power of Attorney

(Form S-8)

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Amryt Pharma Plc, a corporation organized under the laws of England and Wales (the “Company”), does hereby constitute and appoint each of Joseph Wiley and Rory Nealon as his or her true and lawful attorney-in-fact and agent, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities or deferred compensation obligations of the Company being registered on the Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of each of the undersigned as a director of the Company, the Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such Registration Statement or any other appropriate form or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission, and to effect any and all applications and other instruments in the name and on behalf of each of the undersigned which said attorneys-in-fact and agents deem advisable in order to qualify or register the Securities under the securities laws of any of the several States or other jurisdictions; and each of the undersigned does hereby ratify all that said attorneys-in-fact and agents shall do or cause to be done by virtue thereof.  Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.

7

IN WITNESS WHEREOF, each of the undersigned has executed this Limited Power of Attorney as of and on the dates indicated below.  Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Dr. Joseph A. Wiley	Chief Executive Officer (Principal Executive Officer)	July 8, 2020
Dr. Joseph A. Wiley
/s/ Rory P. Nealon	Chief Financial Officer and Chief Operating Officer (Principal Financial Accounting Officer)	July 8, 2020
Rory P. Nealon
/s/ Raymond T. Stratford	Chairman of the Board	July 8, 2020
Raymond T. Stratford
/s/ Donald K. Stern	Director	July 8, 2020
Donald K. Stern
/s/ Dr. Alain H. Munoz	Director	July 8, 2020
Dr. Alain H. Munoz
/s/ Dr. Patrick V.J.J. Vink	Director	July 8, 2020
Dr. Patrick V.J.J. Vink
/s/ Stephen T. Wills	Director	July 8, 2020
Stephen T. Wills
/s/ George P. Hampton, Jr.	Director	July 8, 2020
George P. Hampton, Jr.

8

Signature of Authorized U.S. Representative of Registrant

Pursuant to the requirements of the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of Amryt Pharma Plc, has signed this Registration Statement on July 8, 2020.

By:	/s/ Donald Puglisi
	Name:	Donald Puglisi
	Title:	Authorized Representative in the United States

9

EX-5.1

Exhibit 5.1

8 July 2020

Amryt Pharma plc

Dept 920a

196 High Road

Wood Green

London N22 8HH

United Kingdom

Re: Amryt Pharma plc

Dear Sirs,

1. INTRODUCTION

1.1 We are acting as English legal advisers to Amryt Pharma plc, a company incorporated under the laws of England and Wales with registered number 12107859 (the “Company”), in connection with the registration statement on Form S-8 filed on 8 July 2020 with the Securities and Exchange Commission of the United States pursuant to the Securities Act of 1933 of the United States, as amended (the “Securities Act”) (the “Registration Statement”) which relates to the registration of 23,904,531 ordinary shares of £0.06 each in the capital of the Company (such number of shares being the “Shares”) issuable in connection with the exercise of options or the terms of restricted share units (together, “Equity Incentives”) in each case granted or to be granted pursuant to the “Amryt Pharma plc Equity Incentive Plan” (the “Equity Incentive Plan”) and the “Amryt Pharma plc Equity Incentive Plan Sub-Plan for U.S. Participants” (the “U.S. Sub-Plan”).

1.2 We are solicitors qualified in England and Wales.  We express no opinion as to any law other than English law as applied by English courts and reported and in effect on the date of this opinion.  No opinion is expressed as to matters of fact.  By giving this opinion, we do not assume any obligation to notify you or any other person of any changes in law following the date of this opinion which may affect the opinion expressed herein, or to otherwise update this opinion in any respect.

1.3 This opinion and any non–contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.

1.4 This opinion is not designed to and is not likely to reveal fraud, misrepresentation, bribery or corruption by any person.

2. DOCUMENTS WHICH WE HAVE EXAMINED AND ENQUIRIES WHICH WE HAVE MADE

2.1 For the purpose of giving this opinion, we have examined copies of:

8 July 2020
Page 2

2.1.1 the Certificates of Incorporation and the articles of association of the Company as adopted by a special resolution of the Company on 23 September 2019 (effective 24 September 2019) obtained as part of the Company Registry Searches (as defined below);

2.1.2 the Equity Incentive Plan (which is stated as being adopted on 23 September 2019 and amended on 18 May 2020); and

2.1.3 the U.S. Sub-Plan (which is stated as being effective as of 18 May 2020).

2.2 On 7 July 2020, at 2:52 p.m., we carried out a search of the Companies House beta service operated by the Registrar of Companies in England and Wales in respect of the Company (the “Company Registry Searches”).

2.3 Legalinx Ltd has made, on 7 July 2020, at 12:01 p.m., an enquiry in respect of the Company with the Central Registry of Winding–Up Petitions maintained by the Companies Court in London (the “Central Registry Searches”).

2.4 For the purposes of giving this opinion we have relied on a certificate given by an officer of the Company.

2.5 Except as stated above, we have not for the purpose of this opinion examined any agreements, documents or corporate records entered into by or affecting the Company or made any other enquiries concerning the Company.

3. ASSUMPTIONS

3.1 This opinion is based upon the assumption (which may or may not be the case) that:

3.1.1 Authenticity: all documents (including copy documents) examined by us are and will remain authentic, accurate and complete and all signatures and seals thereon (if any) are genuine, and any document examined by us which is in draft form, will be in the same form when finalised;

3.1.2 Effective documents: all documents examined by us and/or on which we base this opinion are and will remain up–to–date and effective, and there will be no amendment to any such document, in each case until after completion of the allotment and issue of all the Shares (“Completion”);

3.1.3 Solvency: the Company was and will be solvent at the time of agreeing to grant the Equity Incentives and to allot and issue the Shares and did not and will not become insolvent as a result of entering into the arrangements in connection with which the Equity Incentives were and are to be granted and the Shares were and are to be allotted and issued; and the Company will remain solvent until after Completion; and the Company has not entered into any composition or arrangement with its creditors (or any class of them) (and will not do so until after Completion);

8 July 2020
Page 3

3.1.4 Shareholders’ Resolutions: the meeting of the shareholders of the Company to be held on 29 July 2020, inter alia, to approve the U.S. Sub-Plan (the “U.S. Sub-Plan Resolutions”), will be properly convened and conducted and the U.S. Sub-Plan Resolutions will be passed without amendment at the meeting and will remain in full force and effect, and any terms and conditions of such resolutions will be satisfied;

3.1.5 Board Resolutions: one or more meetings of the board of directors of the Company (and/or a duly authorised committee thereof) will be held to resolve to allot and issue the Shares, each such meeting will be properly convened and conducted, the resolutions will be validly passed and will remain in full force and effect, and any terms and conditions of such resolutions will be satisfied;

3.1.6 Share issuance: to the extent not already granted, the Equity Incentives will be granted in accordance with the Equity Incentive Plan and the U.S. Sub-Plan (as applicable); and the Shares will be issued and paid up as contemplated by the Equity Incentive Plan and the U.S. Sub-Plan (as applicable), consideration at least equivalent to the nominal value thereof and any premium will be received by the Company and valid entries will be made in the books and registers of the Company reflecting the issue of the Shares;

3.1.7 Filings: the records of the Registrar of Companies and the Central Registry of Winding–Up Petitions (“Filings”) are complete, accurate and up–to–date and there would be no change to the Company Registry Searches or the Central Registry Searches if they were carried out at Completion assuming that at such time the Filings were complete, accurate and up to date; and all documents required to be filed with the Registrar of Companies were filed or will be filed within the relevant time limits;

3.1.8 Directors: the directors of the Company in office at all relevant times: (a) have been (and will be) validly appointed; and (b) have acted (and will act) in good faith and have complied (and will comply) with their duties under all applicable laws and the articles of association of the Company in force at the relevant time;

3.1.9 No breach: the Company was not, and will not be, by reason of the grant of any Equity Incentives or the allotment and issue of any Shares or related matters, in breach of any of its obligations under any agreement, licence, authorisation, consent or similar document;

3.1.10 Misconduct etc.: neither the Company, nor any person employed by or acting on behalf of the Company, was, is, or will be, engaging in criminal, misleading, deceptive or unconscionable conduct or seeking to conduct any relevant transaction or any associated activity in a manner or for a purpose not evident on the face of the relevant agreements, which might render any such agreement, or any transaction contemplated thereby or any associated activity illegal, void or voidable;

8 July 2020
Page 4

3.1.11 No offer: no transferable securities of the Company have been offered or will be offered to the public in the United Kingdom except in accordance with a relevant exemption under Regulation (EU) 2017/1129; and

3.1.12 Regulatory requirements: the Company and each other party involved in any offer or grant of Equity Incentives and in any offer of the Shares or in their allotment or issue has complied (and will comply) with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”), any applicable secondary legislation made under it and any other requirements of any regulatory authority the rules of which the Company or any such party is subject to with respect to anything done (or to be done) by them in relation to such matters in, from or otherwise involving the United Kingdom (including sections 19 (general prohibition) and 21 (financial promotion) of FSMA).

4. OPINION

Based on the documents referred to in paragraph 2 of this opinion and subject to the assumptions contained in paragraph 3 and to the qualifications contained in paragraph 5 and to any matters not disclosed to us, it is our opinion that the Shares, once they have been issued and paid for, will have been validly issued, be fully paid and not subject to any call for the payment of further capital.

5. QUALIFICATIONS

5.1 This opinion is subject to the qualifications contained in this section.

5.2 Searches: The records of the Registrar of Companies and the Central Registry of Winding–Up Petitions may not be complete, accurate and up–to–date.  In particular, the Central Registry of Winding–Up Petitions may not contain details of administration applications filed, or appointments recorded in or orders made by, district registries and county courts outside London.  Searches at Companies House and at the Central Registry of Winding–Up Petitions are not capable of revealing whether or not a winding–up petition or a petition for the making of an administration order has been presented and, further, notice of a winding–up order or resolution, notice of an administration order and notice of the appointment of a receiver may not be filed at Companies House immediately and there may be a delay in the relevant notice appearing on the file of the company concerned.

5.3 Set–off etc.: We express no opinion as to the existence of equities, rights of set–off, counterclaims, liens, charges and encumbrances which are not registrable in England and Wales and which may have arisen and not been so registered.

8 July 2020
Page 5

5.4 Insolvency etc.: This opinion is subject to all insolvency and other laws affecting the rights of creditors (whether secured or unsecured) generally.

5.5 Unlawful communications: An agreement which is entered into in consequence of an unlawful communication may be unenforceable pursuant to FSMA.

6. RESPONSIBILITY

6.1 This opinion is addressed to you in connection with the Registration Statement.  Save as set out in paragraph 6.2, this opinion is not to be used or relied upon for any other purpose or by any other person or circulated, quoted or otherwise referred to without, in each case, our written permission.

6.2 We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations promulgated thereunder.

6.3 This opinion is given by Gibson, Dunn & Crutcher UK LLP which assumes liability for and is solely responsible for it.

Yours faithfully,

/s/ Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER UK LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 20, 2020 with respect to the consolidated financial statements of Amryt Pharma Plc included in the Registration Statement on Form F-1 (File No. 333-239395), which are incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference in this Registration Statement of the aforementioned report.

/s/ Grant Thornton

Grant Thornton

Dublin, Ireland

July 8, 2020

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 18, 2020, relating to the financial statements of Aegerion Pharmaceuticals, Inc., included in Registration Statement No. 333-239395 on Form F-1 of Amryt Pharma Plc.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

July 8, 2020