---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-063032"
form_type: "8-K"
ticker: "NOTV"
cik: "0000720154"
company_name: "Inotiv, Inc."
filed_at: "2026-05-18T12:17:48+00:00"
generated_at: "2026-05-18T12:21:00.342382+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Inotiv obtains $40M bridge, waives Q2 leverage, forms strategic committee, settles cyber class action

## Summary
- Entered $40M bridge facility; borrowed $27.5M to repay all outstanding revolving loans (~$14.3M) and terminate revolver commitments.
- Lenders waived first lien net leverage ratio test for Q2 2026; minimum fixed charge covenant set at 1.00:1.00 from June 2026.
- Board appointed Eugene Davis and John T. Young to form Special Committee to evaluate strategic alternatives, including recapitalization.
- Missed $2.139M interest payment on 3.25% convertible notes due 2027; Supplemental Indenture extended grace period to May 29, 2026.
- Reached proposed settlement for August 2025 cyber incident privacy class action; payments expected fully covered by insurance.

## SEC filing metadata
- accession: 0001104659-26-063032
- form_type: 8-K
- ticker: NOTV
- cik: 0000720154
- company_name: Inotiv, Inc.
- filed_at: 2026-05-18T12:17:48+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 8.01, 5.02, 1.02, 2.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/0001104659-26-063032-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/tm2614614d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-063032
- JSON: https://secwatch.observer/filing/0001104659-26-063032.json
- Plain text: https://secwatch.observer/filing/0001104659-26-063032.txt

## Key facts
- Executive change
  Eugene Davis was appointed as Director at Inotiv, Inc..
  - Action: appointed
  - Role: Director
  source text: appointed Eugene Davis and John T. Young, Jr. to the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/0001104659-26-063032-index.htm
- Executive change
  John T. Young, Jr. was appointed as Director at Inotiv, Inc..
  - Action: appointed
  - Role: Director
  source text: appointed Eugene Davis and John T. Young, Jr. to the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/0001104659-26-063032-index.htm
- Governance Changes
  Inotiv, Inc.: Fifth Amended and Restated Bylaws adopted with provisions requiring unanimous board votes for removal of Special Committee members, amendment of Special Committee charter, and amendment of bylaws affecting Special Committee rights (effective 2026-05-14).
  - Change: bylaw amendment
  - Effective: 2026-05-14
  source text: On May 14, 2026, the Board approved certain amendments to the Company’s Fourth Amended and Restated Bylaws, effective as of that date, in the form of the Fifth Amended and Restated Bylaws. The amendments are related to Special Committee matters, including that the removal of any Special Committee member from the Special Committee shall require the unanimous vote of the members of the Board, other than the member of the Special Committee who is being considered for removal; that any amendment of the Special Committee’s charter shall require the unanimous vote of the Board; and that the Bylaws may not be amended, repealed, or otherwise modified in a manner which affects the rights, powers, or privileges of the Special Committee and its members without the unanimous vote of all members of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/0001104659-26-063032-index.htm
- Material Agreements
  Inotiv, Inc. amended Ninth Amendment with Acquiom Agency Services LLC valued at $40.0 million (effective 2026-05-14).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Acquiom Agency Services LLC
  - Value: $40.0 million
  - Effective: 2026-05-14
  source text: Inotiv, Inc. (the “Company”) entered into a Ninth Amendment to Credit Agreement (the “Ninth Amendment”), which amends that certain Credit Agreement, dated as of November 5, 2021
  evidence_url: https://www.sec.gov/Archives/edgar/data/720154/000110465926063032/0001104659-26-063032-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.