Inotiv Inc.
06/08/2026 | Press release | Distributed by Public on 06/08/2026 15:03
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry Into a Material Definitive Agreement.
Introductory Note
On June 3, 2026, Inotiv, Inc. (the "Company") filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission to report, among other matters, the filing by the Company and certain of its subsidiaries of voluntary petitions to commence proceedings under Chapter 11 of the United States Bankruptcy Code through a joint prepackaged plan of reorganization (the "Plan"). In that Form 8-K, there was a description of certain anticipated terms of a debtor-in-possession financing facility to be entered into by the Company and certain lenders. This Current Report on Form 8-K is being filed to report, among other matters, the entry into such facility and the final terms thereof, which supersede the anticipated terms described in the Current Report on Form 8-K filed on June 3, 2026.
DIP Credit Agreement
On June 5, 2026, (the "Closing Date"), the Company, as borrower, its subsidiary guarantors party thereto (the guarantors, together with the Company, the "Loan Parties"), the lenders party thereto (the "DIP Lenders"), and Acquiom Agency Services LLC, as administrative agent and collateral agent, entered into a Superpriority Secured Debtor-In-Possession Credit Agreement (the "DIP Credit Agreement"), providing for a senior secured superpriority priming term loan debtor-in-possession credit facility in an aggregate principal amount of $65.5 million (the "DIP Facility", and such loans thereunder the "DIP Loans").
The DIP Facility consists of:
•new money superpriority senior secured term loans in the aggregate principal amount of $25,000,000 of which $16,000,000 will be immediately available on the Closing Date and $9,000,000 will be available as delayed draw term loans (such loans, "the New Money Term Loans"); and
•a roll-up facility pursuant to which prepetition bridge facility delayed draw term loans held by the DIP Lenders on June 3, 2026, will be deemed substituted and exchanged, on a cashless basis, for $40,521,753.47 in aggregate principal amount of superpriority senior secured term loans issued under the DIP Credit Agreement (such loans "the Roll-Up Loans").
The New Money Term Loans and the Roll-Up Loans under the DIP Facility bear interest at a rate per annum equal to Adjusted Term SOFR (subject to a floor of 2.5%) plus 11.5%, payable in kind.
The New Money Term Loans are subject to an upfront premium of 4.5% and the Roll-up Loans are subject to an upfront premium of 3.5%, which, in each case, shall be paid in kind and added to the outstanding balance of the New Money Term Loans and Roll-up Loans, as the case may be.
Upon the emergence of the Company and certain of its affiliates from the voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Cases") filed in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") on June 3, 2026 (the "Petition Date"), the Loan Parties expect to enter into a senior secured first lien exit term loan facility (the "Exit Term Loan Facility") in an aggregate principal amount of up to $150 million (inclusive of paid-in-kind interest, fees, original issue discount, and premiums). All outstanding obligations under the DIP Facility will be converted dollar-for-dollar into exit term loans under the Exit Term Loan Facility. The New Money Term Loans and the Roll-Up Loans converted into term loans under the Exit Facility will be subject to an exit premium of 4.5%, which shall be paid in kind.
The DIP Facility will terminate on the earliest to occur of:
•August 4, 2026; provided, further, that such date may be extended by 30 days with the written consent of the lenders having the requisite consent rights under the DIP Credit Agreement,
•the date on which the obligations under the DIP Credit Agreement are accelerated and become due and payable following an event of default,
•the effective date of any chapter 11 plan for the borrower or any other Loan Party that is a debtor in the Chapter 11 Cases,
•the date on which all or substantially all assets of the borrower are sold or otherwise disposed of pursuant to Section 363 of Title 11 of the United States Code (the "Bankruptcy Code"), and
•the date that is forty-five (45) calendar days after the Petition Date (or such later date acceptable to the requisite lenders under the DIP Credit Agreement in their sole discretion) if the final order with respect to the DIP Credit Agreement has not been entered prior to the expiration of such period.
The DIP Facility is subject to a minimum liquidity covenant requiring that the Company have average liquidity for the five business day period ending on the last business day of each week of not less than $5,000,000. Additionally, the DIP Facility is subject to certain variance testing covenants requiring in any applicable testing period: (a) actual operating receipts, on a cumulative basis, not to be less than budgeted operating receipts by more than 30%, (b) actual operating disbursements, on a cumulative basis, not to exceed budgeted operating disbursements by more than 20%, (c) actual non-operating disbursements, on a cumulative basis, not to exceed budgeted non-operating disbursements by more than 20%, and (d) actual non-recurring costs, on a line-item basis, not to exceed budgeted non-recurring costs by more than 5%.
Subject to the terms of the DIP Credit Agreement, the proceeds of the DIP Facility may be used:
•to pay the fees, expenses, and administrative costs of the Chapter 11 Cases,
•to fund the working capital needs, capital improvements and general corporate purposes of the Loan Parties following the Petition Date in accordance with the DIP Credit Agreement and to the extent authorized by the Bankruptcy Court,
• to pay obligations arising from or related to the carve out for certain professional fees, United States Trustee fees, and other fees and expenses permitted by Bankruptcy Court order in connection with the DIP Credit Agreement, and
•as otherwise set forth in the DIP Credit Agreement and authorized by the Bankruptcy Court.
The obligations under the DIP Facility are guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the Loan Parties, subject to certain exceptions, and constitute superpriority administrative expense claims under section 364(c) of the Bankruptcy Code. The DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for debtor-in-possession financings of this type.
The foregoing description of the DIP Credit Agreement included in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete terms of the DIP Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 above is also responsive to this Item 2.03 and is hereby incorporated by reference into this Item 2.03.
Inotiv Inc. published this content on June 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 08, 2026 at 21:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]