Inotiv, Inc. 8-K

What Happened

• On June 3, 2026 Inotiv, Inc. (NOTV) and certain subsidiaries filed voluntary Chapter 11 petitions. On June 5, 2026 the company entered a Superpriority Secured Debtor‑in‑Possession (DIP) Credit Agreement providing a $65.5 million DIP Facility to fund operations during the Chapter 11 Cases. Nasdaq notified the company on June 4, 2026 that it will delist the company’s common shares; trading is scheduled to be suspended at the opening on June 11, 2026 and the company will not appeal.

Key Details

• DIP Facility total: $65.5 million, comprising $25.0 million of new‑money term loans ($16.0M available immediately; $9.0M as delayed draw) and $40,521,753.47 of roll‑up loans (prepetition delayed‑draw loans converted cashlessly).
• Interest and fees: Adjusted Term SOFR (floor 2.5%) + 11.5% per annum, payable in kind; upfront premiums paid in kind — 4.5% on New Money Term Loans and 3.5% on Roll‑Up Loans.
• Exit financing: upon emergence the company expects to convert DIP obligations dollar‑for‑dollar into an exit first‑lien term loan facility of up to $150 million (inclusive of PIK interest, fees, OID, premiums); converted loans subject to a 4.5% exit premium paid in kind.
• Covenants and conditions: minimum average liquidity covenant of $5.0 million (five business‑day average each week); variance testing limits on receipts/disbursements and non‑recurring costs; DIP secured by liens on substantially all assets and constitutes superpriority administrative expense claims.
• DIP term and triggers: facility terminates on the earliest of Aug 4, 2026 (subject to a 30‑day extension by lenders), acceleration on default, effective date of a chapter 11 plan, sale under section 363, or if final DIP order not entered within 45 days after the petition date (unless lenders agree otherwise).
• Equity treatment: the company’s Form 8‑K warns existing equity interests are expected to be cancelled under the Plan with no distribution to current equity holders.

Why It Matters

• Short term: the DIP financing provides immediate liquidity and a runway to operate in Chapter 11, but comes with high interest, strict covenants and secured superpriority status that prioritize lender claims. The conversion to an exit facility indicates a path to restructure secured debt.
• For shareholders: Nasdaq delisting and the company’s disclosure that existing equity is likely to be cancelled mean current shareholders face a material risk of total loss. Trading will be suspended and public market liquidity will end once delisted.
• For creditors and counterparties: secured DIP lenders are positioned ahead of unsecured claims; the roll‑up component converts certain prepetition loans into superpriority DIP claims, potentially improving recovery prospects for those lenders.