Financial information

INOTIV, INC. : FD regulation Disclosure, other events, financial statements and supporting documents (form 8-K)


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Article 7.01 Regulation FD Disclosure.

The Company provides certain information regarding its activities, some of which has not been previously reported, taken from the confidential preliminary offering memorandum which is being circulated in connection with the offering of the Notes described in Item 8.01. This information is included in Exhibit 99.5. Such information will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly indicated by specific reference in such filing.

Article 8.01. Other events.

At September 21, 2021, Inotiv, Inc. (the “Company”) issued a press release regarding its proposed offering of Convertible Senior Notes due 2027 (the “Notes”) to Qualified Institutional Purchasers pursuant to Rule 144A of the Securities Act of 1933, as amended . A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference in this Section 8.01.

Neither this current report on Form 8-K nor the press release constitutes an offer to sell or the solicitation of an offer to buy the Notes or the common shares of the Company, if any, issuable upon converting tickets.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of companies or funds acquired.

Audited consolidated financial statements of Envigo RMS Holding Corp. from

1. December 31, 2020 and 2019 and for the year ended December 31, 2020 and the

period of June 3, 2019 To December 31, 2019

2. Unaudited Consolidated Financial Statements of Envigo RMS Holding Corp. from

and for the three and six months ended June 30, 2021 and 2020

(b) Pro forma financial information.

Unaudited pro forma condensed combined financial statements of the Company,

1. Envigo RMS Holding Corp., Bolder BioPath, Inc. and HistoTox Laboratories,

    Inc.is filed as Exhibit 99.1 to this Current Report on Form 8-K.




(d)Exhibits

The following exhibits are filed as part of this report:

Part # Description

99.1             Press release dated September 21, 2021

99.2             Audited consolidated financial statements of Envigo RMS Holding
               Corp. as of December 31, 2020 and 2019 and for the year ended
               December 31, 2020 and the period from June 3, 2019 to December 31,
               2019

99.3             Unaudited consolidated financial statements of Envigo RMS Holding
               Corp. as of and for the three and six months ended June 30, 2021 and
               2020

99.4             Unaudited pro forma condensed combined financial statements of the
               Company, Envigo RMS Holding Corp., Bolder BioPath, Inc. and HistoTox
               Laboratories, Inc.

99.5             Excerpts from Confidential Preliminary Offering Memorandum
               circulated in connection with Notes offering*

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).


*Furnished, not filed.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This current report on Form 8-K, including the attachments herein, contains forward-looking statements that involve risks and uncertainties. These statements may include, without limitation, discussions regarding our intent, beliefs or current expectations regarding (i) our strategic plans; (ii) trends in demand for our products and services; (iii) trends in the sectors that consume our products and services; (iv) our ability to develop new products and services; (v) our ability to make capital expenditures and finance operations; (vi) global economic conditions, in particular as they impact our markets; (vii) our cash position; (viii) our ability to effectively integrate operations and personnel related to recent acquisitions; (ix) our ability to effectively manage current expansion efforts by St. Louis, Missouri and any other future expansion or acquisition initiatives that we undertake; (x) our ability to develop and build infrastructure and teams to manage growth and projects; (xi) our ability to continue to retain and hire key talent; (xii) our ability to market our services and products under our new corporate name and relevant brand names; (xiii) our ability to service our outstanding debt; (xiv) our expectations regarding the volume of new bookings, prices, gross margins and liquidity, (xv) the impact of COVID-19 on the economy, the demand for our services and products and our operations, including measures taken by government authorities to deal with the pandemic, which may precipitate or exacerbate other risks and / or uncertainties, and (xvi) the acquisition of Envigo and its impact on our business, financial condition and results operating.

All statements, other than statements of historical fact, are forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “plan”, “target”, ” potential “,” will “,” would “,” could “,” should “,” continue “and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make.

Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely on forward-looking statements as predictions of future events. Except as required by law, we do not undertake and we specifically disclaim any obligation to publicly disclose the result of any revisions that may be made to forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not they are anticipated. In this

Respectfully, we caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.

This report may include statistical and other industry and market data that we have obtained from industry publications and from third party research, surveys and studies. Industry publications and third party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies to be reliable, we have not independently verified this data.

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