Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2023


INOTIV, INC.
(Exact name of registrant as specified in its charter)

Indiana

0-23357

35-1345024

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)


2701 KENT AVENUE WEST LAFAYETTE,INDIANA						47906-1382
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Shares

NOTV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed and pursuant to the Shareholders Agreement among Inotiv, Inc. (the "Company") and certain former stockholders of Envigo (the “Shareholders Agreement”), 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. Dr. Johnson had served on the Board since May 2012 and was most recently elected as a Class II director for a term ending in 2026.

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. As a result, Dr. Johnson's resignation from the Board was effective on that same day and Ms. Coelho filled the resulting vacancy in Class II. Ms. Coelho was also appointed to serve as a member of the Compensation Committee and the Audit Committee, and as a member and the Chair of the Nominating/Corporate Governance Committee of the Board.

Ms. Coelho does not have an interest in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.

Ms. Coelho’s compensation as a director will be consistent with the compensation package applicable to the Company’s other non-employee directors. The annual cash retainer for directors is $55,000, the Chair of the Nominating/Corporate Governance Committee receives an annual cash retainer of $10,000, and members of the Compensation Committee and Audit Committee receive annual cash retainers of $7,500 and $10,000, respectively. Non-employee directors also receive an annual equity award, and in connection with Ms. Coelho's appointment to the Board, she was granted approximately one-half of the annual equity award, in the form of 12,911 restricted stock units.

Item 7.01. Regulation FD Disclosure.

On October 16, 2023, the Company issued a press release announcing Ms. Coelho’s appointment to the Board, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.						Description

99.1						Inotiv, Inc. press release, issued October 16, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		INOTIV, INC.

Date:	October 19, 2023	By:	/s/ Beth A. Taylor
			Chief Financial Officer,
			Senior Vice President—Finance

Exhibit 99.1

Inotiv, Inc. Announces Changes to its Board Composition

WEST LAFAYETTE, IN – October 16, 2023 -- Inotiv, Inc. (Nasdaq: NOTV), a leading contract research organization, today announced the appointment of Terry Coelho to its Board of Directors. Ms. Coelho is replacing Richard A. Johnson PhD, who is leaving the Board as part of the Board’s succession planning. Ms. Coelho was also appointed to serve as a member of the Compensation Committee and the Audit Committee, and as a member and the Chair of the Nominating/Corporate Governance Committee of the Board.

Ms. Coelho is the CFO at Gamida Cell Ltd., a public, commercial stage biotech company. Previously, Ms. Coelho was Executive Vice President, CFO and Chief Business Development Officer of CinCor Pharma, Inc., where she led the $190 million IPO in January 2022, followed by a follow-on offering, prior to its sale to AstraZeneca for approximately $1.8 billion. Her previous experience includes serving as CFO of BioDelivery Sciences International, Balchem Corporation and Diversey, the finance lead for Novartis’ oncology hematology franchise and Global Head of Oncology Development Finance at Novartis, as well as various positions of increasing responsibility within Mars, Inc. Ms. Coelho is a member of the boards of directors of First Wave Biopharma, Inc. and HOOKIPA Pharma Inc..

Gregory C. Davis, Chairman of the Board, commented, “We are delighted to welcome Terry as our newest director at this important inflection point for Inotiv. She brings extensive experience to the Board as a business leader and senior executive. With more than fifteen years spent leading biopharmaceutical companies and major divisions of multinational pharmaceutical companies, Terry is uniquely suited to help drive Inotiv’s strategy to be a provider of first choice to the pharmaceutical research and development community. We look forward to the fresh perspectives and contributions she will bring to Inotiv’s Board of Directors.”

“I want to thank Richard for his consistent and thoughtful guidance throughout his tenure on the board at Inotiv,” noted Robert Leasure, President and CEO. “Since joining the Board of Directors in 2012, he has brought a broad perspective on scientific matters that has been integral to the successful growth and development of our company.”

About Inotiv

Inotiv, Inc. is a leading contract research organization dedicated to providing nonclinical and analytical drug discovery and development services and research models and related products and services. The Company’s products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of taking new drugs to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical R&D projects, all while working together to build a healthier and safer world. Further information about Inotiv can be found here: https://www.inotivco.com/.

This release contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to the impact of recent events related to non-human primate matters on the Company’s business, operations, results, financial condition, cash flows, and assets, the Company’s ability to comply with covenants under its credit agreement, Company’s ability to reduce its legal and third party fees, changes in the market and demand for the Company’s products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, governmental regulations, inspections and investigations, claims, investigations and litigation against or involving the Company, its business and/or its industry, the impact of site closures and consolidations, expansion and related efforts, and various other market and operating risks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.


Company Contact						Investor Relations
Inotiv, Inc.						LifeSci Advisors
Beth A. Taylor, Chief Financial Officer						Bob Yedid
(765) 497-8381						(516) 428-8577
btaylor@inotivco.com						bob@lifescieadvisors.com

Cover	Oct. 16, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 16, 2023
Entity Registrant Name	INOTIV, INC.
Entity Incorporation, State or Country Code	IN
Entity File Number	0-23357
Entity Tax Identification Number	35-1345024
Entity Address, Address Line One	2701 KENT AVENUE
Entity Address, City or Town	WEST LAFAYETTE
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47906
City Area Code	765
Local Phone Number	463-4527
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	NOTV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000720154
Amendment Flag	false