UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~March 613, 2025

Endo, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-280767	30-1390281
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 Great Valley Parkway


9 Great Valley Parkway
Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

~~Malvern~~Registrant’s telephone number, ~~Pennsylvania~~including ~~19355~~area code 484-216-0000

~~(Address~~Not ~~of principal executive offices)~~Applicable

(484) 216-0000

(Registrant’s telephone number, including area code)

1400 Atwater Drive

Malvern, Pennsylvania 19355

(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: None (1)

(1) On June 28, 2024, Endo, Inc. common stock was quoted and began trading on the OTCQX^® Best Market under the symbol “NDOI.”

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 ☐

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. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Extension~~On ofMarch ~~Term~~13, 2025, Endo, Inc. (the “Company,” “Endo,” or “we”) issued an earnings release announcing its financial results for the Successor three months and year ended December 31, 2024, the Predecessor year-to-date period ended April 23, 2024 and the Predecessor three months and year ended December 31, 2023 (the “Earnings Release”). A copy of ~~Interim~~the ~~Chief~~Earnings ~~Executive~~Release ~~Officer~~is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

AsThe ~~previously~~Company ~~disclosed,~~utilizes ~~effective~~certain ~~August 29,~~financial ~~2024,~~measures ~~the~~that ~~Board~~are ofnot ~~Directors~~prescribed ~~(the~~by ~~“Board”)~~or ofprepared ~~Endo,~~in ~~Inc.~~accordance ~~(the~~with ~~“Company”)~~accounting ~~appointed~~principles ~~Scott~~generally ~~Hirsch~~accepted toin ~~serve~~the asU.S. ~~the~~(“GAAP”). The Company’s ~~interim~~utilizes ~~Chief~~these ~~Executive~~financial ~~Officer~~measures, ~~(“Interim~~commonly ~~CEO”).~~referred Into ~~connection~~as ~~therewith~~“non-GAAP,” ~~the~~as ~~Company~~supplements ~~and~~to ~~Mr. Hirsch~~financial ~~entered~~measures ~~into~~determined anin ~~employment~~accordance ~~letter~~with ~~dated~~GAAP ~~August 26,~~when ~~2024~~evaluating (the ~~“Interim~~Company’s ~~CEO~~operating ~~Letter”)~~performance ~~memorializing~~and the ~~terms~~Company ofbelieves ~~Mr. Hirsch’s~~that ~~service~~they aswill ~~Interim~~be ~~CEO,~~used ~~pursuant~~by certain investors to ~~which~~measure ~~Mr. Hirsch~~the ~~would~~Company’s ~~serve~~operating asresults. ~~Interim~~The ~~CEO~~Company ~~until~~believes ~~the~~that ~~earlier~~presenting ofthese ~~December 31,~~non-GAAP ~~2024~~financial ~~and~~measures ~~the~~provides ~~time~~useful atinformation ~~which~~about athe ~~permanent~~Company’s ~~Chief~~performance ~~Executive~~across ~~Officer~~reporting ~~commences~~periods ~~employment~~on ~~with~~a ~~the~~consistent ~~Company;~~basis ~~provided~~by ~~that~~excluding ~~Mr. Hirsch’s~~certain ~~employment~~items, ~~could~~which may be ~~extended~~favorable ~~subject~~or unfavorable, pursuant to ~~mutual~~the ~~agreement~~procedure bydescribed in the ~~parties~~succeeding paragraph.

The ~~Board~~initial identification and ~~Mr. Hirsch~~review ~~have~~of ~~executed a letter (~~the ~~“Amendment”)~~adjustments ~~amending~~necessary ~~the Interim CEO Letter~~ to ~~reflect~~arrive ~~the~~at ~~following~~these ~~terms.~~non-GAAP ~~The~~financial ~~Company~~measures ~~and~~are ~~Mr. Hirsch~~performed ~~mutually~~by ~~agreed~~a toteam ~~extend~~of ~~Mr. Hirsch’s~~finance ~~employment~~professionals asled ~~the~~by ~~Company’s Interim CEO until August 15, 2025 (~~the ~~“Termination Date”); provided that in the event a permanent~~ Chief ~~Executive~~Accounting Officer ~~commences~~in ~~employment~~accordance with the Company’s ~~prior~~Non-GAAP ~~to the Termination Date~~Policy, ~~Mr. Hirsch~~which ~~will~~is ~~serve~~reviewed asand ~~“Advisor~~approved toannually ~~the~~by ~~Chief Executive Officer” until~~ the ~~Termination~~Audit & ~~Date.~~Finance ~~The~~Committee ~~Amendment~~of ~~further provides that in~~ the ~~event Mr. Hirsch~~Company’s ~~employment~~Board isof ~~terminated~~Directors. ~~by the~~ Company ~~prior~~tax toprofessionals ~~the~~review ~~Termination~~and ~~Date~~determine ~~without~~the ~~“cause”,~~tax oreffect ifof ~~Mr. Hirsch~~adjusted ~~resigns~~pre-tax ~~his~~income ~~employment~~at toapplicable ~~begin~~tax arates ~~role~~and atother ~~another~~tax ~~company~~adjustments ~~after~~as adescribed ~~permanent~~below. ~~Chief~~Proposed ~~Executive~~adjustments, ~~Officer~~along ~~commences employment~~ with ~~the~~any ~~Company~~items considered but ~~prior to the Termination Date~~excluded, ~~then~~are ~~Mr. Hirsch~~presented ~~will receive a lump sum payment equal~~ to the ~~amount~~Chief ofAccounting ~~base~~Officer, ~~compensation~~Chief ~~that~~Financial heOfficer ~~would~~and/or ~~have received after~~ the ~~date~~Chief ~~that~~Executive ~~his~~Officer ~~employment~~for ~~ceases~~their ~~had he remained employed through the Termination Date, conditioned upon his execution of a release of claims~~consideration. InThe ~~addition,~~non-GAAP ~~Mr. Hirsch’s~~adjustments ~~base~~are ~~compensation~~presented ~~was increased under the Amendment~~ to the ~~rate of $750,000 per month, effective January~~Audit 1,& ~~2025~~Finance ~~and~~Committee ~~continuing~~on ~~through~~a ~~the~~quarterly ~~Termination~~basis ~~Date.~~as ~~Consistent~~part ~~with the terms~~ of the ~~Interim CEO Letter, Mr. Hirsch remains ineligible to participate in any cash-based or equity-based incentive plans or programs applicable to the~~ Company’s ~~senior~~standard ~~officers~~procedures orfor ~~other~~preparation ~~employees~~and ~~generally.~~review ~~The~~of ~~Interim CEO Letter shall remain in effect in accordance with its terms with~~ the ~~modifications~~earnings ~~set~~release ~~forth~~and inother ~~the~~quarterly ~~Amendment~~materials. ~~The foregoing summary is qualified in its entirety by the Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K.~~

These non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP financial measures may differ from similarly titled measures used by others. The definitions of the most commonly used non-GAAP financial measures are presented below.

Adjusted net income, Adjusted Gross Profit and Adjusted Operating Expenses

Adjusted net income, Adjusted Gross Profit and Adjusted Operating Expenses are presented as non-GAAP measures and are reconciled to their corresponding GAAP measures of Net income (loss), Gross Profit, defined as revenues less cost of revenues, and Operating Expenses, defined as the sum of (i) Selling, general and administrative; (ii) Research and development; (iii) Acquired in-process research and development; (iv) Litigation-related and other contingencies, net; (v) Asset impairment charges; and (vi) Acquisition related and integration items, net.

Adjustments, to the extent they apply to the corresponding GAAP amounts, may include, but are not limited to expense or income related to: acquisitions and divestitures, such as amortization of intangible assets and of inventory step-up adjustments, certain employee-related charges, including earn-outs, separation, retention, or relocation costs, changes in the fair value of contingent consideration, transaction costs of executed deals, and integration or disintegration-related costs; certain amounts related to strategic review initiatives; certain cost reduction initiatives such as separation benefits, continuity payments, other exit costs; asset impairment charges; certain costs incurred in connection with debt or equity-financing activities, such as non-capitalizable transaction costs incurred in connection with a successful financing transaction and gains or losses associated with early repayments, extinguishment or modification of our debt instruments; litigation-related and other contingent matters; certain legal costs; gains or losses from the sales of businesses and other assets; gains or losses associated with discontinued operations, net of tax; foreign currency gains or losses on intercompany financing arrangements; reorganization items, net; the tax effect of adjusted pre-tax income at applicable tax rates and other tax adjustments; and certain other items.

Adjusted gross margin & Adjusted operating expenses

Adjusted gross margin represents total revenues less cost of revenues prepared in accordance with GAAP and adjusted for the certain items enumerated above under the heading “Adjusted net income” to the extent such items relate to cost of revenues. Such items may include, but are not limited to, expenses or income related to: acquisitions and divestitures, such as amortization of intangible assets and of inventory step-up adjustments, certain employee-related charges, including earn-outs, separation, retention, or relocation costs, certain amounts related to strategic review initiatives; certain cost reduction initiatives such as separation benefits, continuity payments, contract termination costs and other exit costs; certain integration or disintegration efforts; certain amounts related to strategic review initiatives; amortization of intangible assets and of inventory step-up adjustments; and certain other items.

Adjusted operating expenses

Adjusted operating expenses represent operating expenses prepared in accordance with GAAP and adjusted for certain items enumerated above under the heading “Adjusted net income” to the extent such items relate to operating expenses. Such items may include, but are not limited to expenses or income related to: acquisitions and divestitures, such as certain employee-related charges, including earn-outs, separation, retention, or relocation costs, transaction costs and changes in the fair value of contingent consideration; cost reduction and integration-related initiatives such as separation benefits, continuity payments, other exit costs; certain integration or disintegration efforts; certain amounts related to strategic review initiatives; asset impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; litigation-related and other contingent matters; certain legal costs; certain costs incurred in connection with debt or equity-financing activities, such as non-capitalizable transaction costs incurred in connection with a successful financing transaction and gains or losses associated with early repayments, extinguishment or modification of our debt instruments; and certain other items.

Adjusted income taxes and Adjusted effective tax rate

Adjusted income taxes are calculated by tax effecting adjusted pre-tax income and permanent book-tax differences at the applicable effective tax rate that will be determined by reference to statutory tax rates in the relevant jurisdictions in which the Company operates. Adjusted income taxes include current and deferred income tax expense commensurate with the non-GAAP measure of profitability. Adjustments are then made for certain items relating to prior years and for tax planning actions that are expected to be distortive to the underlying effective tax rate and trend in the effective tax rate. The most directly comparable GAAP financial measure for Adjusted income taxes is Income tax expense (benefit), prepared in accordance with GAAP. The Adjusted effective tax rate represents the rate generated when dividing Adjusted income taxes by the amount of adjusted pre-tax income.

EBITDA and Adjusted EBITDA

EBITDA represents Net income (loss) before Interest expense, net; Income tax expense; Depreciation; and Amortization, each prepared in accordance with GAAP. Adjusted EBITDA further adjusts EBITDA by excluding those items enumerated above under the heading “Adjusted net income,” without duplication, and stock-based compensation costs.

Because adjusted financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, the Company strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. Investors are also encouraged to review the reconciliation of the non-GAAP financial measures used in the Earnings Release to their most directly comparable GAAP financial measures as included in the Earnings Release. However, the Company does not provide reconciliations of projected non-GAAP financial measures to GAAP financial measures, nor does it provide comparable projected GAAP financial measures for such projected non-GAAP financial measures. The Company is unable to provide such reconciliations without unreasonable efforts due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for asset impairments, contingent consideration adjustments, legal settlements, gains or losses on extinguishment or modification of debt, adjustments to inventory and other charges reflected in the reconciliation of historic numbers, the amount of which could be significant.

The information in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be incorporated into any registration statement or other document filed by the Registrant with the U.S. Securities and Exchange Commission under the Securities Act of 1933, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.

Regulation FD disclosure.

On March 13, 2025, the Company issued a press release announcing its combination with Mallinckrodt plc (the “Business Combination”). A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

The information in this Item 7.01 and in Exhibit 99.2 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in Exhibit 99.2 attached hereto shall not be incorporated into any registration statement or other document filed by the Registrant with the U.S. Securities and Exchange Commission under the Securities Act of 1933, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
Number		Description
10.1		Interim CEO Extension Letter, dated as of January 6, 2025, between Endo, Inc. and Scott Hirsch.
99.1		Press Release announcing financial results.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.2		Press Release announcing the Business Combination.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

ENDO, INC. By: /s/ Matthew J. Maletta Name: Matthew J. Maletta Title: Executive Vice President, Chief Legal Officer and Secretary

~~Date~~Dated: ~~January~~March 613, 2025

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