Inotiv, Inc. 8-K

What Happened

• On May 14, 2026, Inotiv, Inc. entered into a Ninth Amendment to its Credit Agreement that creates a $40.0 million delayed‑draw bridge facility and modifies existing loan covenants. The company drew $27.5 million on the Bridge Facility the same day and used those proceeds to repay all outstanding revolving loans (approximately $14.3 million including accrued interest and deferred fees), terminating the revolver commitments. The Bridge Facility and amended credit terms are guaranteed by the company’s subsidiary guarantors and secured by substantially all assets of the company and its subsidiaries.
• The Ninth Amendment also requires formation of a board special committee and delivery of certain milestones tied to the company’s evaluation of strategic alternatives, and the Board approved amendments to the bylaws on May 14, 2026 to protect the Special Committee’s rights (including unanimous Board votes required for certain changes affecting the Special Committee).

Key Details

• Bridge Facility commitments: $40.0 million; initial draw: $27.5 million (May 14, 2026).
• Amount used to repay revolver: ≈ $14.3 million (outstanding revolver principal, accrued interest and deferred fees); revolver terminated; amounts repaid may not be reborrowed.
• Fees capitalized (paid-in-kind): 1.00% closing fee on Bridge commitments (added to principal) and a 2.50% PIK consent fee added to existing term loan principal for consenting term lenders.
• Covenant changes and waivers: excluded testing of first lien net leverage for quarter ended Mar 31, 2026; fixed charge coverage covenant set to 1.00:1.00 for quarter ending Jun 30, 2026 and thereafter; minimum liquidity covenant suspended through June 29, 2026; temporary waiver of any cross‑default related to failure to pay interest on certain convertible senior notes is included.
• Milestones: budget delivery tied to Ninth Amendment Effective Date and target execution/delivery of a transaction support agreement by June 3, 2026 (subject to lender waivers/modifications).

Why It Matters

• Liquidity and capital structure: The bridge facility provides near‑term cash ($27.5M drawn, $40M available) and eliminates the revolver, but also increases secured indebtedness and capitalizes certain fees into loan principal, which raises reported debt balances. The loans are secured by substantially all company assets and guaranteed by subsidiaries.
• Covenant relief and milestones: Modified covenants and temporary waivers give the company near‑term covenant relief and require progress on strategic alternatives under set deadlines—matters that investors should watch for updates on any transaction support agreement or further financing actions.
• Governance: The creation of a special committee and bylaw changes to protect it signal a formal, board‑level process for evaluating strategic options; such governance steps can affect timing and outcomes for potential transactions.