{"url_path":"/sec/notv/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/720154/0001104659-26-063032-index.html","accession_number":"0001104659-26-063032","cik":"0000720154","ticker":"NOTV","issuer_name":"Inotiv, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/720154/0001104659-26-063032-index.html","primary_entity_key":"0000720154","primary_entity_name":"Inotiv, Inc."},"word_count":1171,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\n**Ninth Amendment to Credit Agreement; Bridge Facility**\n\n** **\n\nOn May 14, 2026 (the “Ninth Amendment Effective\nDate”), Inotiv, Inc. (the “Company”) entered into a Ninth Amendment to Credit Agreement (the “Ninth Amendment”),\nwhich amends that certain Credit Agreement, dated as of November 5, 2021 (as previously amended, the “Existing Credit Agreement”),\namong the Company, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Acquiom Agency Services LLC, as\nsuccessor administrative agent (the “Administrative Agent”) and as collateral agent (the “Collateral Agent”).\n\n \n\nThe Ninth Amendment provides for, among other things, a new bridge\nfacility in the form of delayed draw term loan commitments in an aggregate principal amount of $40.0 million (the “Bridge Facility”),\nto be provided by certain lenders party to the Ninth Amendment (the “Bridge Facility Lenders”). The proceeds of the Bridge\nFacility will be used to repay in full all outstanding revolving loans (including the fee owed to consenting revolving lenders in connection\nwith that certain Third Amendment to Credit Agreement dated as of January 9, 2023, which fee was previously deferred under the terms thereof),\ntogether with all accrued interest thereon through the Ninth Amendment Effective Date, to evaluate strategic alternatives in accordance\nwith specified milestones set forth therein, to pay related fees, costs and expenses incurred in connection with the Ninth Amendment,\nand for working capital and general corporate purposes.\n\n \n\nOn the Ninth Amendment Effective Date, the Company borrowed $27.5\nmillion in a term loan under the Bridge Facility, and used such proceeds to repay in full all outstanding revolving loans under the\nExisting Credit Agreement, together with all accrued interest thereon and deferred fees, which amounted to approximately $14.3 million,\nand all revolving commitments under the Existing Credit Agreement were terminated. Amounts repaid or prepaid under the Bridge Facility\nmay not be reborrowed.\n\n \n\nThe obligations under the Bridge Facility are\nguaranteed by each of the Company’s subsidiary guarantors party to the Existing Credit Agreement (as amended by the Ninth Amendment,\nthe “Amended Credit Agreement”) and are secured by the collateral pledged under the existing security documents, consisting of\nsubstantially all of the assets of the Company and the subsidiary guarantors. In connection with the Ninth Amendment, each loan party\nreaffirmed its obligations under the guarantees set out in the Amended Credit Agreement and reaffirmed each lien granted to the Collateral\nAgent for the benefit of the secured parties.\n\n \n\nIn connection with the Ninth Amendment, (i) the\nBridge Facility Lenders received a closing fee equal to 1.00% of the aggregate amount of the Bridge Facility commitments, which fee was\npaid in-kind by capitalizing and adding such amount to the principal amount of the Bridge Facility on the Ninth Amendment Effective Date\n(the “Bridge Facility PIK Fee”), and (ii) each existing term lender consenting to the Ninth Amendment (such consenting lenders\nrepresenting 100% of the existing term loans) received a consent fee (the “PIK Consent Fee”) equal to 2.50% of the aggregate\noutstanding principal amount of the term loans held by such lender, which PIK Consent Fee was similarly paid in-kind by capitalizing and\nadding such amount to the aggregate principal amount of such lender’s term loans on the Ninth Amendment Effective Date.\n\n \n\nAs part of the Ninth Amendment, the lenders modified certain financial\ncovenants under the Existing Credit Agreement, including: (a) excluding testing for the first lien net leverage ratio covenant for the\nfiscal quarter ended March 31, 2026, and (b) with respect to the minimum fixed charge covenant ratio, excluding testing of such covenant\nfor the fiscal quarter ended March 31, 2026, and setting such covenant at 1.00:1.00 for the testing period ending June 30, 2026 and each\nfiscal quarter ending thereafter. Additionally, the loan parties will not be subject to the minimum liquidity covenant under the Existing\nCredit Agreement through June 29, 2026. The Ninth Amendment also provides for a temporary waiver of any cross-default that may arise under\nthe Amended Credit Agreement as a result of the Company’s failure to make the interest payment on its convertible senior notes described\nin Item 8.01 below through June 3, 2026.\n\n \n\n2 \n\n \n\n \n\nThe Ninth Amendment also requires the Company to comply with certain\nadditional covenants, including adherence to specified milestones related to the Company’s evaluation of strategic alternatives,\nwhich require: (a) on or prior to the Ninth Amendment Effective Date, delivery of the Company’s budget to the Administrative Agent\nand the lenders, and (b) on or prior to June 3, 2026, the execution and delivery to the Administrative Agent and the lenders of a transaction\nsupport agreement, in each case unless waived, modified or extended in writing by the required lenders under the Bridge Facility. The\nNinth Amendment also mandates the formation of a special committee of the Board, as further described in Item 5.02 below.\n\n \n\nThe Amended Credit Agreement contains usual and\ncustomary representations and warranties, affirmative and negative covenants, and events of default.\n\n \n\nIn connection with the Ninth Amendment, each loan\nparty delivered a broad release of claims against the Administrative Agent, the Collateral Agent and each lender and their respective\nrelated parties, in each case arising out of or relating to the Existing Credit Agreement, the Amended Credit Agreement and the other\nloan documents and transactions contemplated thereby.\n\n \n\nThe Company’s entry into the Existing Credit\nAgreement was previously reported in its Current Report on Form 8-K filed with the SEC on November 5, 2021, as amended by the First Amendment\n(Form 8-K filed January 31, 2022), the Second Amendment (Form 8-K filed January 5, 2023), the Third Amendment (Form 10-K filed January\n13, 2023), the Fourth Amendment (Form 10-Q filed May 15, 2024), the Fifth Amendment (Form 8-K filed June 4, 2024), the Sixth Amendment\n(Form 10-Q filed August 9, 2024), the Seventh Amendment (Form 8-K filed September 19, 2024), and the Eighth Amendment (Form 10-Q filed\nFebruary 9, 2026).\n\n** **\n\nThe foregoing summary of the Ninth Amendment\ndoes not purport to be complete and is qualified in its entirety by reference to the complete text of the Ninth Amendment, a copy of\nwhich is filed as Exhibit 10.1 hereto and incorporated into this Item 1.01 by reference. \n\n** **\n\n**First\nSupplemental Indenture**\n\n \n\nOn\nMay 15, 2026, following receipt of consents from holders of a majority in aggregate principal amount of the Company’s outstanding\n3.25% Convertible Senior Notes due 2027 (the “Convertible Notes”), the Company, as Issuer, BAS Evansville, Inc., as Guarantor,\nand U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee entered into\nthe First Supplemental Indenture (the “Supplemental Indenture”) to the indenture governing the Convertible Notes (the\n“Convertible Indenture”) to extend the applicable grace period in connection with the failure to make interest payments from\nthirty days to forty-four days.\n\n \n\nThe\nforegoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the\ncomplete text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and incorporated into this Item 1.01 by reference."}