Mallinckrodt plc Files 8-K on Material Agreements & Acquisitions

TL;DR

Mallinckrodt plc 8-K: Material agreements entered & terminated, asset acquisition/disposition complete.

AI Summary

Mallinckrodt plc filed an 8-K on November 10, 2025, reporting on several material events. These include the entry into and termination of material definitive agreements, and the completion of an acquisition or disposition of assets. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Mallinckrodt plc, potentially impacting its business structure, financial obligations, and future operations.

Risk Assessment

Risk Level: medium — The filing details multiple material definitive agreements, suggesting significant corporate activity that could carry inherent risks related to deal completion, integration, or financial commitments.

Key Players & Entities

• Mallinckrodt plc (company) — Registrant
• November 10, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nding shares of common stock, par value $0.01 per share ("Par Health Common Stock"),
• $0.001 — anding 2025 Preferred Shares, par value $0.001 per share (the "Mallinckrodt Preferred
• $0.000424786467775745 — fined below) only, the right to receive $0.000424786467775745 in cash for each Mallinckrodt Preferred
• $5 million — h amounts are estimated to be less than $5 million. Qualified Shareholders and Non-Qualif
• $763 m — hareholder. The "Par Health Value" is $763 million, the value ascribed by the Board
• $35.0million — xchange for a payment by the Company of $35.0million to the Trust (the "CVR Termination Agre

Filing Documents

• tm2530694d1_8k.htm (8-K) — 59KB
• tm2530694d1_ex2-1.htm (EX-2.1) — 529KB
• tm2530694d1_ex10-1.htm (EX-10.1) — 201KB
• tm2530694d1_ex10-2.htm (EX-10.2) — 262KB
• tm2530694d1_ex10-3.htm (EX-10.3) — 167KB
• tm2530694d1_ex10-4.htm (EX-10.4) — 308KB
• tm2530694d1_ex10-5.htm (EX-10.5) — 109KB
• tm2530694d1_ex10-6.htm (EX-10.6) — 48KB
• tm2530694d1_ex99-1.htm (EX-99.1) — 30KB
• tm2530694d1_ex99-2.htm (EX-99.2) — 905KB
• 0001104659-25-109241.txt ( ) — 3213KB
• mnk-20251110.xsd (EX-101.SCH) — 3KB
• mnk-20251110_lab.xml (EX-101.LAB) — 33KB
• mnk-20251110_pre.xml (EX-101.PRE) — 22KB
• tm2530694d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Transaction Documents In connection with the Spin-off, Mallinckrodt entered into several agreements with Par Health that govern the relationship of the parties following the Spin-off, including a Separation Agreement, a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Manufacturing and Supply Agreement (each entered into on November 10, 2025) and an Amended and Restated Multi-Tenant Lease Agreement (entered into on November 1, 2025). A summary of the material terms of the Separation Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Manufacturing and Supply Agreement and Amended and Restated Multi-Tenant Lease Agreement can be found in the section entitled "Certain Relationships and Related-Party Transactions" in the Information include such summary. The summary is qualified in its entirety by reference to the Separation Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Manufacturing and Supply Agreement and Amended and Restated Multi-Tenant Lease Agreement filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5 respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference. CVR Termination The information set forth under Item 1.02 below is incorporated herein by reference.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement . As previously disclosed, on November 14, 2023, the Company entered into a contingent value right agreement (the "CVR Agreement") with the Opioid Master Disbursement Trust II (the "Trust"). In connection with the consummation of the Spin-off, on November 10, 2025, the Company and the Trust entered into an agreement to cancel the contingent value rights issued under the CVR Agreement (the "CVRs") and terminate the CVR Agreement in exchange for a payment by the Company of $35.0million to the Trust (the "CVR Termination Agreement"). Pursuant to the CVR Termination Agreement, on November 10, 2025, the CVRs were cancelled and the CVR Agreement was terminated. The CVR Termination Agreement also included customary representations and warranties and a waiver of certain claims. The foregoing descriptions of the CVR Agreement and the CVR Termination Agreement are not complete and are qualified in their entirety by reference to the CVR Agreement, a copy of which was previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 15, 2023 and the CVR Termination Agreement, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K, respectively, each of which is incorporated herein by reference.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01. -5-

01. Other Events

Item 8.01. Other Events. A copy of the press release issued by the Company on November 10, 2025, announcing the completion of the Spin-off is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On November 10, 2025, the Company made a filing with the Irish Companies Registration Office to change its name to Keenova Therapeutics plc and is awaiting approval from the Irish Companies Registration Office for such name change.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information The unaudited pro forma condensed combined financial information of the Company giving effect to the Spin-off, including the unaudited pro forma condensed combined balance sheet as of June 27, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 27, 2025, the year ended December 27, 2024, the period from November 15, 2023 through December 29, 2023 (Successor), the period from December 31, 2022 to November 14, 2023 (Predecessor), the period from June 17, 2022 through December 30, 2022 (Predecessor) and the period from January 1, 2022 through June 16, 2022 (Predecessor) are attached hereto as Exhibit 99.2 and incorporated herein by reference . (d) Exhibits. Exhibit No. Description 2.1 Separation Agreement, dated as of November 10, 2025, by and between Mallinckrodt plc and Par Health, Inc.* 10.1 Transition Services Agreement, dated as of November 10, 2025, by and between Mallinckrodt plc and Par Health, Inc.* 10.2 Tax Matters Agreement, dated as of November 10, 2025, by and between Mallinckrodt plc and Par Health, Inc. 10.3 Employee Matters Agreement, dated as of November 10, 2025, by and between Mallinckrodt plc and Par Health, Inc. 10.4 Manufacturing and Supply Agreement, dated as of November 10, 2025, by and between Par Health USA, LLC and Endo Biologics Limited* 10.5 Amended and Restated Multi-Tenant Lease Agreement, dated as of November 1, 2025, by and between Mallinckrodt LLC and ST Shared Services LLC* 10.6 CVR Termination Agreement, dated as of November 10, 2025, by and between Mallinckrodt plc and Opioid Master Disbursement Trust II 99.1 Press Release, dated November 10, 2025 99.2 Unaudited Pro Forma Condensed Combined Financial Information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules and similar attachments have been omitted pursuan

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. MALLINCKRODT PLC Date: November 10, 2025 By: /s/ Mark Tyndall Name: Mark Tyndall Title: Executive Vice President, Chief Legal Officer & Corporate Secretary -7-

View Full Filing

View this 8-K filing on SEC EDGAR