Current Report · Items 1.01, 1.02, 2.01, 8.01, 9.01 · 8-K

Keenova Therapeutics plc

Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Other Events

Filed Nov 10, 2025Accepted Nov 10, 2025, 4:43 PM ESTCIK 1567892Accession 0001104659-25-109241

Company context

Keenova Therapeutics is a leading U.S.-focused branded therapeutics company that strives to help patients with rare or unaddressed conditions live happier and healthier lives. Keenova’s rare disease capabilities underpin our diversified brands portfolio, which is focused across a wide range of specialty therapeutic areas of significant unmet need. These include rheumatology, ophthalmology, nephrology, neurology, pulmonology, orthopedics, urology, and neonatal respiratory critical care.

Recent company filings

Disclosure sections

Items 1.01, 1.02, 2.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material 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 Statement, which summary is incorporated herein by reference. For avoidance of doubt, such incorporation by reference shall solely 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.

Item 8.01Item 8.01 - 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.

Item 2.01Item 2.01 - Completion of Acquisition

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-

Filed exhibits (2)

EX-99.1 (by filename) tm2530694d1_ex99-1.htm

EX-99.1 9 tm2530694d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mallinckrodt Completes Spin-Off of Par Health, Introduces Keenova Therapeutics Keenova Focused on Advancing Therapies to Address Unmet Patient Needs Company Intends to Pursue Public Equity Listing in 2026 DUBLIN, Nov. 10, 2025 -- Mallinckrodt plc ("Mallinckrodt") today announced the completion of the planned spin-off of its Par Health generic pharmaceuticals and sterile injectables businesses. Moving ahead, Mallinckrodt will be known as Keenova Therapeutics ("Keenova" or the "Company") and will focus on developing, manufacturing, and commercializing branded therapeutics that help patients with rare or unaddressed conditions live happier and healthier lives. "We are proud to introduce Keenova Therapeutics as a new company with a new identity and a new future," said Siggi Olafsson, President and Chief Executive Officer. "The name 'Keenova' reflects two complementary attributes of our Company - a keen focus on helping patients receive the care they deserve and the innovation required to develop our therapeutics. Our tagline - 'Keen to Solve, Keen to Serve' - underscores our commitment to solving the challenges our pat…

Open exhibit ↗

EX-99.2 (by filename) tm2530694d1_ex99-2.htm

EX-99.2 10 tm2530694d1_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Disclaimer Ernst & Young LLP (EY) prepared the attached Report only for Mallinckrodt Plc (the "Client") pursuant to an agreement solely between EY and Client. EY did not perform its services on behalf of or to serve the needs of any other person or entity. Accordingly, EY expressly disclaims any duties or obligations to any other person or entity based on its use of the attached Report. Any other person or entity must perform its own due diligence inquiries and procedures for all purposes, including, but not limited to, satisfying itself as to the financial condition and control environment of Client, as well as the appropriateness of the accounting for any particular situation addressed by the Report. EY did not perform an audit, review, examination or other form of attestation (as those terms are identified by the American Institute of Certified Public Accountants or by the Public Company Accounting Oversight Board) of Client’s financial statements. Accordingly, EY did not express any form of assurance on Client’s accounting matters, financial statements, any financial or other information or internal controls. EY…

Open exhibit ↗