Inotiv, Inc. — fact timeline

Inotiv, Inc. incurred term loan of $65.5 million with Acquiom Agency Services LLC at Adjusted Term SOFR (subject to a floor of 2.5%) plus 11.5% maturing August 4, 2026.

“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”).”

Inotiv, Inc. entered chapter 11 in U.S. Bankruptcy Court for the Southern District of Texas (petition 2026-06-03).

“On June 3, 2026 (i.e., the Petition Date), the Company Parties filed voluntary petitions to commence the Chapter 11 Cases in the Bankruptcy Court to implement the Plan effectuating the Restructuring in accordance with the Restructuring Support Agreement.”

Inotiv, Inc. incurred term loan of up to $150 million.

“a senior secured first lien exit term loan facility (the “Exit Term Loan Facility”) in an aggregate principal amount of up to $150 million”

Inotiv, Inc. incurred term loan of $65.4 million with Consenting First Lien Lenders at SOFR plus 9.00% or Alternate Base Rate plus 8.00% maturing 90 days following the Petition Date.

“the Consenting First Lien Lenders will provide the Company with a debtor-in-possession financing facility in an aggregate amount of $65.4 million (the “DIP Facility"), consisting of (a) $25 million in new money senior secured superpriority term loans, and (b) a $40.4 million roll-up of outstanding delayed draw term loans under the Company’s prepetition bridge facility.”

Inotiv, Inc. faced acceleration on convertible notes with U.S. Bank Trust Company, National Association at 3.25% maturing 2027.

“nd U.S. Bank Trust Company, National Association, as trustee (the “Prepetition Convertible Unsecured Notes Indenture,” and”

Inotiv, Inc. faced acceleration on senior notes with U.S. Bank Trust Company, National Association at 15.00% maturing 2027.

“nd U.S. Bank Trust Company, National Association, as trustee (the “Prepetition Convertible Unsecured Notes Indenture,” and”

Inotiv, Inc. faced acceleration on credit facility with Acquiom Agency Services LLC.

“he Company, as borrower, the guarantors and lenders party thereto, and Acquiom Agency Services LLC, as successor administrative agent and collateral agent (as amended, the “Prepetition First Lien Credit Agreement,” and such lenders, advisors, or managers who”

Inotiv, Inc. entered into Restructuring Support Agreement with Consenting Stakeholders (Consenting First Lien Lenders, Consenting PIK Noteholders, Consenting Unsecured Convertible Noteholders) (effective 2026-06-02).

“On June 2 2026, the Company entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “Restructuring Support Agreement”) with: · certain lenders, or investment advisors, or holders of claims pursuant to the Company’s obligations under that certain credit agreement, dated as of November 5, 2021”

Inotiv, Inc. amended Ninth Amendment with Acquiom Agency Services LLC valued at $40.0 million (effective 2026-05-14).

“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”

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).

“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.”

John T. Young, Jr. was appointed as Director at Inotiv, Inc..

“appointed Eugene Davis and John T. Young, Jr. to the Board”

Eugene Davis was appointed as Director at Inotiv, Inc..

“appointed Eugene Davis and John T. Young, Jr. to the Board”

Inotiv, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“December 31, 2025, Inotiv, Inc. (the “Company”) received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) because the Company’s common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days. The Notification Letter has no immediate effect on the Nasdaq listing or trading of the Company’s common stock. The Notification Letter provides an initial 180 calendar day period, or until June 29, 2026, in”

Inotiv, Inc. reported six months ended March 31, 2024 results: revenue $254.5 million, net income $63.9 million.

“Revenue was $254.5 million during the YTD FY 2024 compared to $274.2 million during the six months ended March 31, 2023 ("YTD FY 2023"), driven by a $22.9 million decrease in RMS revenue and partially offset by a $3.2 million increase in DSA revenue. • Consolidated net loss for YTD FY 2024 was $63.9 million, or 25.1% of total revenue, compared to consolidated net loss of $96.6 million, or 35.2% of total revenue for YTD FY 2023.”

Inotiv, Inc. reported three months ended March 31, 2024 results: revenue $119.0 million, net income $48.1 million.

“Revenue was $119.0 million in Q2 FY 2024 as compared to $151.5 million during the three months ended March 31, 2023 (“Q2 FY 2023”), driven primarily by a decrease of $32.1 million, or 30.7%, in Research Models and Services (“RMS”) revenue. • Consolidated net loss for Q2 FY 2024 was $48.1 million, or 40.4% of total revenue, compared to consolidated net loss of $9.6 million, or 6.4% of total revenue, in Q2 FY 2023.”

Inotiv, Inc. shareholders approved Approval of Inotiv, Inc. 2024 Equity Incentive Plan at the 2024-03-14 meeting.

“The 2024 Plan was approved by the following votes: Vote Type Voted For 7,884,196 Against 599,156 Abstain 102,208 Broker Non-Votes 6,536,635”

Inotiv, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2024 at the 2024-03-14 meeting.

“The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified by the following votes: Vote Type Voted For 15,101,571 Against 10,027 Abstain 10,597 Broker Non-Votes —”

Inotiv, Inc. shareholders approved Election of three Class III directors to serve until 2027 annual meeting at the 2024-03-14 meeting.

“Three Class III members of the Board were elected to serve a three-year term until the 2027 annual meeting of shareholders by the following votes: Nominee For Withheld Broker Non-Votes Michael J. Harrington 8,525,959 59,601 6,536,635 David Landman 7,764,806 820,754 6,536,635 John E. Sagartz, DVM, Ph.D., DACVP 7,879,340 706,220 6,536,635”

Inotiv, Inc. reported the three months ended December 31, 2023 results: revenue $135.5 million. Guidance reaffirmed.

“--- EX-99.1 (EX-99.1) --- Inotiv Reports First Quarter Financial Results for Fiscal 2024 and Provides Business Update – First quarter fiscal 2024 revenue up 10.3% to $135.5 million – First quarter fiscal 2024 DSA revenue up 8.8% to $44.7 million and RMS revenue up 11.1% to $90.8 million – Shift to a renewed focus on sales and marketing as near-term”

Inotiv, Inc. reported financial results for three and twelve months ended September 30, 2023.

“On December 11, 2023 , Inotiv, Inc. issued a press release announcing financial results for the three and twelve months ended September 30, 2023.”

Terry Coelho was appointed as Director at Inotiv, Inc..

“The Board has appointed Terry Coelho to the Board, effective October 16, 2023, to serve as a Class II director of the Company for a term ending at the Annual Meeting of Shareholders in 2026.”

Richard A. Johnson resigned as Director at Inotiv, Inc..

“Richard A. Johnson, Ph.D. previously tendered his resignation as a director of the Company, to be effective automatically upon notice to Dr. Johnson from the Company that the Board of Directors (the "Board") is prepared to elect an approved director as provided in the Shareholders Agreement.”

Inotiv, Inc. reported YTD FY 2023 (nine months ended June 30, 2023) results: revenue $431.7 million, net income $(96.2) million.

“Revenue grew to $431.7 million in YTD FY 2023”

Inotiv, Inc. reported Q3 FY 2023 (three months ended June 30, 2023) results: revenue $157.5 million, net income $0.4 million.

“Financial Highlights Q3 FY 2023 Highlights • Revenue was $157.5 million in Q3 FY 2023 as compared to $172.7 million during the three months ended June 30, 2022 (“Q3 FY 2022”), driven by a $2.4 million, or 5.0%, decrease in Discovery and Safety Assessment (“DSA”) revenue and a $12.7 million, or 10.3%, decrease in Research Models and Services (“RMS”) revenue.”

Inotiv, Inc. reported the full fiscal year ending September 30, 2023 results: revenue at least $580 million. Guidance lowered.

“For FY 2023, we are confirming guidance of at least $580 million of revenue and capital expenditures of no more than 5% of revenue during FY 2023. However, as a result of the increased legal and third party fees incurred during YTD FY 2023, we are updating our guidance for Adjusted EBITDA to at least $70 million down from previous guidance of $75 million.”

Inotiv, Inc. reported YTD FY 2023 results: revenue $274.2 million, net income $(96.6) million.

“Revenue grew to $274.2 million in YTD FY 2023 from $224.5 million during the six months ended March 31, 2022 ("YTD FY 2022"), driven by a $16.2 million, or 22.5%, increase in DSA revenue and a $33.5 million, or 22.0%, increase in RMS revenue. • Consolidated net loss for YTD FY 2023 was $(96.6) million, or (35.2)% of total revenue, compared to consolidated net loss of $(90.1) million, or (40.1)% of total revenue, in YTD FY 2022.”

Inotiv, Inc. reported Q2 FY 2023 results: revenue $151.5 million, net income $(9.6) million.

“Revenue grew to $151.5 million in Q2 FY 2023 from $140.3 million during the three months ended March 31, 2022 ("Q2 FY 2022"), driven by a $7.9 million, or 20.2%, increase in Discovery and Safety Assessment ("DSA") revenue and a $3.3 million, or 3.3%, increase in Research Models and Services ("RMS") revenue. • Consolidated net loss for Q2 FY 2023 was $(9.6) million, or (6.4)% of total revenue, compared to consolidated net loss of $(6.7) million, or (4.7)% of total revenue, in Q2 FY 2022.”

Inotiv, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2023 at the 2023-03-16 meeting.

“The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the following votes: Vote Type Voted For 16,708,516 Against 7,075 Abstain 21,591 Broker Non-Votes 0”

Inotiv, Inc. shareholders approved Election of two Class II directors at the 2023-03-16 meeting.

“Two Class II members of the Board of Directors were elected to serve a three-year term until the 2026 annual meeting of shareholders by the following votes: Nominee For Withheld Broker Non-Votes Richard A. Johnson, Ph.D. 6,032,125 3,325,163 7,379,894 Nigel Brown, Ph.D. 8,432,012 925,276 7,379,894”

Inotiv, Inc. reported the three months ended December 31, 2022 results: revenue $122.8 million, net income $(86.9) million. Guidance reaffirmed.

“and services, today announced financial results for the three months (“Q1 FY 2023”) ended December 31, 2022. Financial Highlights Q1 FY 2023 Highlights · Revenue grew to $122.8 million in Q1 FY 2023 from $84.2 million during the three months ended December 31, 2021 (“Q1 FY 2022”), driven by a $8.3 million rise in Discovery and Safety Assessment (“DSA”) revenue”

David Landman was appointed as Class III Director and Chair of Compensation Committee at Inotiv, Inc..

“the Board has appointed Mr. Landman to the Board, effective as of 12:00 a.m. ET on January 24, 2023, to serve as a Class III director of the Company for a term ending at the Annual Meeting of Shareholders in 2024. Mr. Landman was also appointed to serve as a member and the Chair of the Compensation Committee of the Board.”

Scott Cragg resigned as Class III Director at Inotiv, Inc..

“On January 17, 2023, Scott Cragg, a member of the Board of Directors (the “Board”) of Inotiv, Inc. (the “Company”), notified the Company of his decision to resign from the Board.”

Inotiv, Inc. reported FY 2023 results: revenue at least $580 million. Guidance initiated.

“For FY 2023, we are providing guidance of at least $580 million of revenue and at least $75 million of Adjusted EBITDA.”

Inotiv, Inc. reported the twelve months ended September 30, 2022 results: revenue $547.7 million, net income $(337.3) million. Guidance initiated.

“FY 2022 Highlights · Revenue grew to $547.7 million in FY 2022 from $89.6 million during the twelve months ended September 30, 2021 (“FY 2021”), driven by a $75.7 million rise in Discovery and Safety Assessment (“DSA”) revenue and $382.4 million of incremental revenue from our Research Models and Services (“RMS”) business. Growth resulted primarily from acquisitions and growing customer demands along with favorable pricing. · Consolidated net loss for FY 2022 was $(337.3) million, or (61.6)% of total revenue, compared to consolidated net income of $10.9 million, or 12.2% of total revenue, in FY 2021.”

Inotiv, Inc. reported the three months ended September 30, 2022 results: revenue $150.5 million, net income $(243.6) million. Guidance initiated.

“Q4 FY 2022 Highlights · Revenue grew to $150.5 million in Q4 FY 2022 from $30.1 million during the three months ended September 30, 2021 (“Q4 FY 2021”), driven by a $14.1 million rise in DSA revenue and $106.3 million of incremental revenue from our RMS business. Favorable pricing for both segments and increased customer demand in DSA produced revenue exceeding acquisition contributions. · Consolidated net loss for Q4 FY 2022 was $(243.6) million, or (161.9)% of total revenue, compared to consolidated net income of $9.4 million, or 31.2% of total revenue in Q4 FY 2021.”

Inotiv, Inc. amended Second Amendment to Credit Agreement with the lenders party thereto and Jefferies Finance LLC, as administrative agent (effective 2022-12-29).

“On December 29, 2022, Inotiv, Inc. (the “Company”), certain subsidiaries of the Company (the “Subsidiary Guarantors”), the lenders party thereto, and Jefferies Finance LLC, as administrative agent (the “Agent”), entered into a Second Amendment (“Amendment”) to the Credit Agreement, dated November 5, 2021, as amended by that First Amendment on January 27, 2022 (as amended, the “Credit Agreement”).”

Inotiv, Inc. reported the fiscal year ended September 30, 2022 results: revenue approximately $547.7 million.

“Total revenue for FY 2022 is expected to increase to approximately $547.7 million from total revenue of $89.6 million in FY 2021.”

Inotiv, Inc.: Amended Second Amended and Restated Bylaws to permit remote communication for stockholder meetings, update shareholder proposal procedures, meeting adjournment notice rules, and opt out of mandatory classified board provisions under Indiana law (effective 2022-11-02).

“On November 2, 2022, the Board of Directors (the “Board”) of the Company approved certain amendments to the Company’s Second Amended and Restated Bylaws, effective as of that date (as so amended, the “Bylaws”), including the following: Remote Communication for Stockholder Meetings The Bylaws now expressly permit the Board, in its sole discretion, to determine whether annual and special meetings of shareholders will be held solely by means of remote communication as authorized by the Indiana Business Corporation Law (the “IBCL”).”

Inotiv, Inc.: Amended bylaws to permit remote communication for stockholder meetings, update shareholder proposal procedures, modify meeting adjournment notice rules, and opt out of mandatory classified board provisions under Indiana law (effective 2022-11-02).

“On November 2, 2022, the Board of Directors (the “Board”) of Inotiv, Inc. (the “Company”) approved certain amendments to the Company’s Second Amended and Restated Bylaws, effective as of that date”

Beth Taylor changed role as Chief Financial Officer at Inotiv, Inc..

“Ms. Taylor continues to serve as the Company’s Chief Financial Officer and principal financial officer.”

Brennan Freeman was appointed as Vice President – Finance and Corporate Controller at Inotiv, Inc..

“On October 25, 2022, the Board of Directors of Inotiv, Inc. (the “Company”) appointed Brennan Freeman, age 35, as Vice President – Finance and Corporate Controller of the Company.”

James Harkness departed as Chief Operating Officer, Research Models & Services at Inotiv, Inc..

“James Harkness, the Company’s Chief Operating Officer, Research Models & Services, will be retiring from the Company, effective on September 30, 2022.”

Scott Cragg was appointed as Director at Inotiv, Inc..

“On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.”

Nigel Brown was appointed as Director at Inotiv, Inc..

“On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.”

Richard A. Johnson resigned as Director at Inotiv, Inc..

“On November 5, 2021, Richard A. Johnson, Ph.D. tendered his resignation as a director of the Company, to be effective automatically upon notice to Dr. Johnson from the Company that the Board is prepared to elect the Approved Director as provided in the Shareholders Agreement.”

Joseph E. Flynn was terminated as Chief Commercial Officer at Inotiv, Inc..

“Inotiv, Inc. (the “Company”) and Joseph E. Flynn, the Company’s former Chief Commercial Officer, entered into an agreement (the “Separation and Release Agreement”) in connection with the termination of Mr. Flynn’s employment on September 8, 2021.”

Joseph E. Flynn was terminated as Chief Commercial Officer at Inotiv, Inc..

“On September 8, 2021, the Company terminated the employment of Joseph E. Flynn, its Chief Commercial Officer.”