Inotiv, Inc. Files 8-K: Material Definitive Agreement

TL;DR

Inotiv signed a big deal, filing an 8-K today. Details TBD.

AI Summary

On December 17, 2024, Inotiv, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. The filing was made on December 18, 2024.

Why It Matters

This 8-K filing indicates Inotiv, Inc. has entered into a significant new agreement, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Inotiv, Inc. (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported
• December 18, 2024 (date) — Date of report
• 2701 Kent Avenue (address) — Principal Executive Offices
• West Lafayette, Indiana (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $4.25 — rchase price per share to the public of $4.25 (the "Offering Price"). Pursuant to the
• $24.0 million — from the offering will be approximately $24.0 million (or approximately $27.6 million if the
• $27.6 million — imately $24.0 million (or approximately $27.6 million if the Underwriter exercises its option

Filing Documents

• notv-20241217.htm (8-K) — 33KB
• exhibit11-8xk.htm (EX-1.1) — 295KB
• exhibit51-8xk.htm (EX-5.1) — 12KB
• exhibit991-8xk.htm (EX-99.1) — 10KB
• exhibit992-8xk.htm (EX-99.2) — 10KB
• fdlogoa.jpg (GRAPHIC) — 16KB
• 0001628280-24-051862.txt ( ) — 570KB
• notv-20241217.xsd (EX-101.SCH) — 2KB
• notv-20241217_lab.xml (EX-101.LAB) — 21KB
• notv-20241217_pre.xml (EX-101.PRE) — 12KB
• notv-20241217_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024, Inotiv, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Lake Street Capital Markets, LLC, as underwriter (the "Underwriter"), relating to the public offering of 6,000,000 common shares, no par value per share ("Common Shares"), at a purchase price per share to the public of $4.25 (the "Offering Price"). Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 900,000 Common Shares at the Offering Price, less any underwriting discounts and commissions. Net proceeds from the offering will be approximately $24.0 million (or approximately $27.6 million if the Underwriter exercises its option to purchase additional Common Shares in full) after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, capital expenditures and other general corporate purposes. The Common Shares were offered and sold pursuant to a preliminary prospectus supplement, dated December 17, 2024, a final prospectus supplement, dated December 18, 2024, and a base prospectus, dated August 31, 2022, relating to the Company's effective shelf registration statement on Form S-3 (File No. 333-266962). The Company expects the offering to close on or about December 19, 2024. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the descr

01. Other Events

Item 8.01. Other Events. On December 17 , 2024, the Company issued a press release announcing the commencement of the public offering, and on December 18, 2024, the Company issued a press release announcing the pricing of the public offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibit Exhibit No. Description 1.1 Underwriting Agreement, dated as of December 1 8 , 2024, between the Company and Lake Street Capital Markets, LLC. 5.1 Opinion of Faegre Drinker & Reath LLP 23.1 Consent of Faegre Drinker & Reath LLP (included in Exhibit 5.1). 99.1 Press Release, dated December 1 7 , 2024, announcing the commencement of the public offering. 99.2 Press Release, dated December 1 8 , 2024, announcing the pricing of the public offering. 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: December 18, 2024 By: /s/ Beth A. Taylor Chief Financial Officer Senior Vice President - Finance

View Full Filing

View this 8-K filing on SEC EDGAR