Inotiv Acquired by Roark Capital Affiliate

Ticker: NOTV · Form: 8-K · Filed: Mar 19, 2024 · CIK: 720154

Sentiment: neutral

Topics: acquisition, merger, corporate-action

TL;DR

Inotiv is being bought by Roark Capital, deal expected to close Q2 2024.

AI Summary

Inotiv, Inc. announced on March 14, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Roark Capital. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. Inotiv, Inc. is a leading provider of nonclinical and clinical drug development services. This acquisition marks a significant event for the company and its shareholders.

Why It Matters

This acquisition by Roark Capital could lead to significant changes for Inotiv's operations and strategic direction, potentially impacting its services and market position in the drug development sector.

Risk Assessment

Risk Level: medium — The acquisition introduces uncertainty regarding future operations and integration, and the deal is subject to closing conditions.

Key Players & Entities

FAQ

Who is acquiring Inotiv, Inc.?

An affiliate of Roark Capital is acquiring Inotiv, Inc.

When is the acquisition expected to close?

The acquisition is expected to close in the second quarter of 2024.

What is the primary business of Inotiv, Inc.?

Inotiv, Inc. is a leading provider of nonclinical and clinical drug development services.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is March 14, 2024.

Are there any specific financial figures mentioned regarding the acquisition?

This filing does not specify the dollar amount of the acquisition.

Filing Stats: 859 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2024-03-19 17:29:01

Filing Documents

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On March 14, 2024 , the Company held its annual meeting of shareholders. A total of 15,122,195 shares of the Company's common shares outstanding and entitled to vote were present at the meeting in person or by proxy. The following is a summary of matters voted on at the meeting: (a) Three Class III members of the Board were elected to serve a three-year term until the 2027 annual meeting of shareholders by the following votes: Nominee For Withheld Broker Non-Votes Michael J. Harrington 8,525,959 59,601 6,536,635 David Landman 7,764,806 820,754 6,536,635 John E. Sagartz, DVM, Ph.D., DACVP 7,879,340 706,220 6,536,635 (b) The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2024 was ratified by the following votes: Vote Type Voted For 15,101,571 Against 10,027 Abstain 10,597 Broker Non-Votes — (c) The 2024 Plan was approved by the following votes: Vote Type Voted For 7,884,196 Against 599,156 Abstain 102,208 Broker Non-Votes 6,536,635

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Inotiv, Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's definitive proxy statement to its 2024 annual meeting of shareholders filed on January 26, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized. INOTIV, INC. Date: March 19, 2024 By: /s/ Beth A. Taylor Chief Financial Officer, Senior Vice President—Finance

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