Business Context and Reporting Period
Company: Inotiv, Inc. (NOTV)
Filing Type: Form 8-K (Current Report)
Date of Report: June 2, 2026
Event Date: June 3, 2026 (Petition Date)
Context: Inotiv, Inc. and its subsidiaries have filed voluntary Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of Texas to implement a prepackaged debt restructuring. The company entered into a Restructuring Support Agreement (RSA) on June 2, 2026, with key creditors to facilitate a consensual plan of reorganization.
Key Financial Metrics and Restructuring Terms
Debt Reduction: The restructuring is expected to reduce total funded debt obligations by approximately $326 million through the conversion of debt to equity.
Financing Facilities:
- DIP Facility: $65.4 million aggregate amount (consisting of $25 million new money senior secured superpriority term loans and a $40.4 million roll-up of delayed draw term loans). Interest rates are SOFR + 9.00% or Alternate Base Rate + 8.00%.
- Exit Term Loan Facility: Up to $150 million principal amount upon emergence. All outstanding DIP obligations are expected to convert dollar-for-dollar into this facility.
Capital Structure Post-Plan:
- Existing Equity: All existing equity interests will be cancelled, released, and extinguished without distribution.
- New Equity Distribution:
- Consenting First Lien Lenders: 93% of New Equity Interests.
- Consenting PIK Noteholders: 21% of 7% of New Equity Interests (plus New Warrants).
- Consenting Unsecured Convertible Noteholders: 79% of the Notes Recovery (equity and warrants).
- New Warrants: Represent 11% of New Equity Interests on a fully diluted basis. Strike price based on a post-transaction enterprise value of $350 million.
- Management Incentive Plan: Up to 10% of New Equity Interests available for employees and directors.
Liquidity: The filing text does not provide specific pre-petition cash balance or liquidity metrics, but notes the company will operate as a debtor-in-possession with access to the DIP Facility and cash collateral.
Material Changes Versus Prior Period
Operational Status: The company expects no adverse operational impact and plans to continue paying vendors and employees in the ordinary course of business.
Debt Status: The Chapter 11 filing constitutes an event of default, accelerating obligations under the Prepetition First Lien Credit Agreement, Prepetition PIK Notes, and Prepetition Convertible Unsecured Notes. Enforcement of these obligations is automatically stayed under the Bankruptcy Code.
Corporate Status: The company expects to emerge from Chapter 11 as a private company within 50 days of the Petition Date.
Guidance, Outlook, Risks, and Contingencies
Timeline and Milestones:
- Petition Date: June 3, 2026.
- Confirmation Order: Expected no later than 45 days following the Petition Date.
- Plan Effective Date: Expected no later than 50 days following the Petition Date.
Risks and Contingencies:
- Consummation Risk: Transactions are subject to Bankruptcy Court approval; no assurance can be given that the Plan will be consummated.
- Equity Risk: Trading in existing securities is highly speculative. Existing equity holders are expected to receive no distribution and experience a total loss.
- DOJ Claims: Claims by the U.S. Department of Justice arising from a 2024 Plea Agreement are expected to be allowed and reinstated on the Plan Effective Date.
- Section 510(b) Claims: Claims arising from the purchase or sale of securities are expected to be discharged with no distribution.
Investor Verification Checklist
- Verify the status of the Restructuring Support Agreement and the percentage of creditor support required for the Plan.
- Confirm the Bankruptcy Court (Southern District of Texas) and monitor for the entry of the confirmation order within the 45-day window.
- Review the Disclosure Statement (Exhibit 99.1) for detailed financial projections and the specific terms of the New Warrants and Management Incentive Plan.
- Assess the impact of the DOJ Plea Agreement claims on the reorganized capital structure.
- Monitor the claims and noticing agent (Kroll Restructuring Administration LLC) for updates on the solicitation and voting process.
- Understand that existing common shares (NOTV) are expected to be cancelled with zero value upon the Plan Effective Date.