Solventum Corp. Files 8-K Amid Corporate Changes

TL;DR

Solventum Corp (formerly 3M Health Care) filed an 8-K on 3/31, detailing material agreements, exec changes, and bylaws updates. Big corporate shift incoming.

AI Summary

Solventum Corporation, formerly 3M Health Care Co., filed an 8-K on April 4, 2024, reporting events as of March 31, 2024. The filing indicates a material definitive agreement, modifications to security holder rights, changes in officers and directors, amendments to governing documents, and other events. This filing marks a significant corporate transition for Solventum.

Why It Matters

This 8-K filing signals significant corporate restructuring and potential changes in governance and agreements for Solventum Corporation, which was formerly part of 3M.

Risk Assessment

Risk Level: medium — The filing details multiple material events including definitive agreements and changes in officers/directors, which can introduce uncertainty and risk.

Key Players & Entities

• Solventum Corporation (company) — Registrant
• 3M Health Care Co. (company) — Former Company Name
• March 31, 2024 (date) — Date of earliest event reported
• April 4, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 3M COMPANY (company) — Related Company (Business/Mail Address)

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share SOLV New York Stock Exchang
• $400,000 b — tum common stock determined by dividing $400,000 by the closing trading price for a share

Filing Documents

• solventum-closing8xk4324.htm (8-K) — 79KB
• exhibit21-8xk.htm (EX-2.1) — 768KB
• exhibit31-8xk.htm (EX-3.1) — 50KB
• exhibit32-8xk.htm (EX-3.2) — 267KB
• exhibit101-8xk.htm (EX-10.1) — 309KB
• exhibit102-8xk.htm (EX-10.2) — 435KB
• exhibit103-8xk.htm (EX-10.3) — 193KB
• exhibit104-8xk.htm (EX-10.4) — 313KB
• exhibit105-8xk.htm (EX-10.5) — 285KB
• exhibit106-8xk.htm (EX-10.6) — 194KB
• exhibit107-8xk.htm (EX-10.7) — 248KB
• exhibit108-8xk.htm (EX-10.8) — 170KB
• exhibit109-8xk.htm (EX-10.9) — 215KB
• exhibit1010-8xk.htm (EX-10.10) — 324KB
• exhibit1011-8xk.htm (EX-10.11) — 316KB
• exhibit1013-8xk.htm (EX-10.13) — 43KB
• exhibit1014-8xk.htm (EX-10.14) — 125KB
• exhibit992-8xksolventumpre.htm (EX-99.2) — 13KB
• 0001628280-24-014887.txt ( ) — 4348KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Separation-Related Agreements On March 31, 2024, Solventum Corporation ("Solventum") entered into several agreements with 3M Company ("3M") in connection with the spin-off of 3M's health care business (the "Separation") through the pro rata distribution of 80.1% of the issued and outstanding shares of common stock, par value $0.01 per share, of Solventum to 3M's stockholders of record as of the close of business on March 18, 2024 (the "Distribution"). The Distribution was effective at 330 a.m., Eastern Time, on April 1, 2024 (the "Effective Time"). As a result of the Distribution, Solventum is now an independent public company and its common stock is listed under the symbol "SOLV" on the New York Stock Exchange. The agreements between Solventum and 3M govern the relationship of the parties following the Separation and the Distribution, and include the following a Separation and Distribution Agreement a Transition Services Agreement a Tax Matters Agreement an Employee Matters Agreement a Transition Distribution Services Agreement a Transition Contract Manufacturing Agreement a Stockholder's and Registration Rights Agreement an Intellectual Property Cross License Agreement a 3M Trademark Use Agreement a Transitional Trademark Cross License Agreement a Master Supply Agreement and a Reverse Master Supply Agreement. A summary of the material terms of the agreements set forth above can be found in the section entitled "Certain Relationships and Related Party Transactions—Agreements with 3M" in Solventum's Information Statement, dated March 13, 2024 (the "Information Statement"), which was included as Exhibit 99.1 to Solventum's Current Report on 8-K filed with the Securities and Exchange Commission on March 13, 2024. This summary of the Separation and Distribution Agreement Transition Services Agreement Tax Matters Agreement Employee Matters Agreement Transition Distribution Services Agreement Transiti

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference. Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers Appointment of Officers In connection with the Distribution, as of the Effective Time, all of the executive officers of Solventum were removed and the following individuals became executive officers of Solventum, with the titles set forth in the table below Bryan Hanson Chief Executive Officer Wayde McMillan Chief Financial Officer Marcela Kirberger Chief Legal Affairs Officer, Corporate Secretary Mary Wilcox Senior Vice President, Controller and Chief Accounting Officer Chris Barry Executive Vice President and Group President, Medical Solutions Amy Landucci Chief Information and Digital Officer Paul Harrington Chief Supply Chain Officer Tammy Gomez Chief Human Resources Officer Biographical information for Bryan Hanson, Wayde McMillan and Marcela Kirberger can be found in the Information Statement under the section entitled "Management." This section is incorporated by reference into this Item 5.02. The biographical information for each other executive officer is set forth below. Mary Wilcox, 60, is the Senior Vice President, Controller and Chief Accounting Officer of Solventum. She joined 3M's healthcare business in December 2023. Prior to joining Solventum, Ms. Wilcox was Vice President, Chief Accounting Officer at Medtronic PLC ("Medtronic"), a healthcare technology company, where she worked for over 30 years in various roles of increasing responsibility. She also served as Assistant Controller of Medtronic from 2006 to 2010, and held various other finance roles of increasing responsibility since 1989. Prior joining Medtronic, Ms. Wilcox served in the audit practice at KPMG. Chris Barry, 51, is the Executive Vice Presiden

03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Effective as of 330 a.m. Eastern Time on March 31, 2024, Solventum amended and restated its Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") and, immediately thereafter, amended and restated its Bylaws (the "Amended and Restated Bylaws"). A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in the Information Statement under the section entitled "Description of Solventum Capital Stock," which description is incorporated by reference into this Item 5.03. The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively.

05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics In connection with the Distribution, the Board adopted Corporate Governance Guidelines and a Board of Directors Code of Business Conduct and Ethics, effective as of the Effective Time. A copy of Solventum's Corporate Governance Guidelines and the Board of Directors Code of Business Conduct and Ethics is available on Solventum's website at www.solventum.com . The information on Solventum's website does not constitute part of this Current Report on Form 8-K and is not incorporated by reference herein.

01 Other Events

Item 8.01 Other Events On April 1, 2024, Solventum issued a press release announcing the completion of the Distribution and the start of Solventum's operations as an independent public company. A copy of the press release is attached hereto as Exhibit 99.2.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company* 3.1 Amended and Restated Certificate of Incorporation of Solventum Corporation 3.2 Amended and Restated Bylaws of Solventum Corporation 10.1 Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation* 10.2 Tax Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation* 10.3 Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation* 10.4 Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation*+ 10.5 Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (3M Company as contract manufacturer)* 10.6 Stockholder's and Registration's Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation* 10.7 Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation* 10.8 3M Trademark Use Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation*+ 10.9 Transitional Trademark Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation*+ 10.10 Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation 10.11 Reverse M aster Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation * 10.12 Solventum Corporation 2024 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Solventum Corporation ' s Registration Statement on Form S-8 , filed April 1, 2024) 10.13 Solvent

SIGNATURES

SIGNATURES 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. Date April 4, 2024 SOLVENTUM CORPORATION By s Marcela Kirberger Marcela Kirberger Chief Legal Affairs Officer, Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR