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Existential event · Existential event
Time-sensitive event — see the red-flag panel below for the source-quoted detail.
Red Flags Detected
- Debt Default (new) — Company failed to make $2.139M interest payment on convertible notes and negotiated grace period extension to May 29, 2026.
- Covenant Violation (new) — Lenders excluded Q1 2026 leverage ratio testing and suspended liquidity covenant through June 29, indicating potential breach risk.
- Bankruptcy (new) — Executive retention plan explicitly contemplates Chapter 11 bankruptcy filing as potential outcome of strategic alternatives exploration.
Inotiv secures $40M bridge loan amid missed debt payment, explores strategic alternatives
Filed May 18, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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high
Company missed $2.1M interest payment on convertible notes due April 15, negotiated grace period extension to May 29. Lenders granted temporary waiver to prevent cross-default on credit facility.
Item 1.01, 8.01 verify on EDGAR → -
high
Obtained $40M bridge facility, immediately borrowed $27.5M to repay revolving loans. Lenders waived Q1 2026 covenant testing and suspended liquidity requirements through June 29, signaling compliance risk.
Item 1.01 verify on EDGAR → -
high
Board formed Special Committee with exclusive authority to explore recapitalization, restructuring, or other strategic alternatives. Must execute transaction support agreement by June 3, 2026 or obtain lender waiver.
Item 5.02 verify on EDGAR → -
high
Approved $3.9M in retention bonuses for executives, including $1.2M for CEO. Retention plan explicitly contemplates potential Chapter 11 bankruptcy filing as outcome of strategic review.
Item 5.02 verify on EDGAR → -
medium
Settled cybersecurity class action from August 2025 breach. Insurance expected to cover all costs including up to $275K in plaintiff attorneys' fees. Court approval pending.
Item 8.01 verify on EDGAR →
Summary
Inotiv is in acute financial distress. The company missed a $2.1 million interest payment on its convertible notes in April and secured only a two-week extension to May 29. To avoid immediate collapse, it arranged a $40 million bridge facility, borrowed $27.5 million to repay existing revolving debt, and obtained waivers on financial covenant testing for Q1 2026.
Lenders also granted a temporary waiver preventing cross-default from the missed convertible note payment. The revolving credit line was terminated entirely—amounts repaid cannot be reborrowed. The company is now under lender-imposed deadlines to explore strategic alternatives including sale, merger, or restructuring.
A Special Committee of independent directors has exclusive authority over this process and must deliver a transaction support agreement to lenders by June 3. Management approved $3.9 million in retention bonuses, and the retention plan explicitly references potential Chapter 11 bankruptcy. Retail holders should watch the May 29 deadline closely. Missing that payment would trigger default on the convertible notes and likely cascade into broader credit facility defaults despite the temporary waiver. The June 3 transaction support agreement deadline is equally critical—failure to meet lender milestones could accelerate a bankruptcy filing or forced sale at distressed valuations.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Ninth Amendment provides for, among other things, a new bridge facility in the form of delayed draw term loan commitments in an aggregate principal amount of $40.0 million (the “Bridge Facility”), to be provided by certain lenders party to the Ninth Amendment (the “Bridge Facility Lenders”). The proceeds of the Bridge Facility will be used to repay in full all outstanding revolving loans (including the fee owed to consenting revolving lenders in connection with that certain Third Amendment to Credit Agreement dated as of January 9, 2023, which fee was previously deferred under the terms thereof), together with all accrued interest thereon through the Ninth Amendment Effective Date, to evaluate strategic alternatives in accordance with specified milestones set forth therein, to pay related fees, costs and expenses incurred in connection with the Ninth Amendment, and for working capital and general corporate purposes.
Inotiv secured a new $40 million bridge facility through a ninth amendment to its credit agreement. The company immediately borrowed $27.5 million to repay all outstanding revolving loans totaling approximately $14.3 million (including deferred fees), with remaining proceeds designated for evaluating strategic alternatives and working capital. The revolving credit commitments were terminated, and amounts repaid cannot be reborrowed.
Added in current filing · verify on EDGAR →
As part of the Ninth Amendment, the lenders modified certain financial covenants under the Existing Credit Agreement, including: (a) excluding testing for the first lien net leverage ratio covenant for the fiscal quarter ended March 31, 2026, and (b) with respect to the minimum fixed charge covenant ratio, excluding testing of such covenant for the fiscal quarter ended March 31, 2026, and setting such covenant at 1.00:1.00 for the testing period ending June 30, 2026 and each fiscal quarter ending thereafter. Additionally, the loan parties will not be subject to the minimum liquidity covenant under the Existing Credit Agreement through June 29, 2026.
Lenders waived covenant testing for Q1 2026 on both leverage and fixed charge ratios, and suspended minimum liquidity requirements through June 29, 2026. The fixed charge covenant ratio was reset to 1.00:1.00 starting Q2 2026. These modifications suggest the company was at risk of covenant violations and needed relief to maintain compliance.
Added in current filing · verify on EDGAR →
The Ninth Amendment also provides for a temporary waiver of any cross-default that may arise under the Amended Credit Agreement as a result of the Company’s failure to make the interest payment on its convertible senior notes
The company failed to make an interest payment on its convertible senior notes, which would normally trigger a cross-default under the credit agreement. Lenders granted a temporary waiver to prevent this cross-default, indicating acute liquidity stress and potential broader financial distress.
Added in current filing · verify on EDGAR →
In connection with the Ninth Amendment, (i) the Bridge Facility Lenders received a closing fee equal to 1.00% of the aggregate amount of the Bridge Facility commitments, which fee was paid in-kind by capitalizing and adding such amount to the principal amount of the Bridge Facility on the Ninth Amendment Effective Date (the “Bridge Facility PIK Fee”), and (ii) each existing term lender consenting to the Ninth Amendment (such consenting lenders representing 100% of the existing term loans) received a consent fee (the “PIK Consent Fee”) equal to 2.50% of the aggregate outstanding principal amount of the term loans held by such lender, which PIK Consent Fee was similarly paid in-kind by capitalizing and adding such amount to the aggregate principal amount of such lender’s term loans on the Ninth Amendment Effective Date.
Bridge facility lenders received a 1.00% closing fee ($400,000) and existing term lenders received a 2.50% consent fee, both paid by adding to principal balances rather than cash. These payment-in-kind fees increase total debt burden and reflect the company's limited cash availability to pay fees upfront.
Added in current filing · verify on EDGAR →
The proceeds of the Bridge Facility will be used to repay in full all outstanding revolving loans (including the fee owed to consenting revolving lenders in connection with that certain Third Amendment to Credit Agreement dated as of January 9, 2023, which fee was previously deferred under the terms thereof), together with all accrued interest thereon through the Ninth Amendment Effective Date, to evaluate strategic alternatives in accordance with specified milestones set forth therein
Part of the bridge facility proceeds are explicitly designated for evaluating strategic alternatives according to specified milestones. This language typically indicates the company is exploring options such as asset sales, business combinations, or other restructuring transactions under lender-imposed timelines.
Event · Item 8.01 — Other Events
Inotiv amended its credit facility, adding covenants tied to strategic alternatives evaluation with a June 3, 2026 deadline.
Added in current filing · verify on EDGAR →
The Ninth Amendment also requires the Company to comply with certain additional covenants, including adherence to specified milestones related to the Company’s evaluation of strategic alternatives, which require: (a) on or prior to the Ninth Amendment Effective Date, delivery of the Company’s budget to the Administrative Agent and the lenders, and (b) on or prior to June 3, 2026, the execution and delivery to the Administrative Agent and the lenders of a transaction support agreement, in each case unless waived, modified or extended in writing by the required lenders under the Bridge Facility.
Inotiv entered into a Ninth Amendment to its Bridge Facility that imposes new covenants requiring the company to evaluate strategic alternatives. The company must deliver its budget to lenders and execute a transaction support agreement by June 3, 2026, unless lenders grant a waiver or extension. These milestones suggest the company is under lender pressure to pursue a sale, merger, or restructuring.
Added in current filing · verify on EDGAR →
The Ninth Amendment also mandates the formation of a special committee of the Board
The credit agreement amendment requires the Board of Directors to form a special committee. Special committees are typically formed to oversee significant transactions like sales, mergers, or other strategic alternatives to ensure independent oversight and protect shareholder interests.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Inotiv amended its credit agreement and extended the grace period for convertible note interest payments from 30 to 44 days.
Added in current filing · verify on EDGAR →
The Amended Credit Agreement contains usual and customary representations and warranties, affirmative and negative covenants, and events of default.
Inotiv entered into a Ninth Amendment to its credit agreement. The amended agreement includes standard provisions for representations, warranties, covenants, and default events. This is the ninth amendment to the original credit facility established in November 2021.
Added in current filing · verify on EDGAR →
In connection with the Ninth Amendment, each loan party delivered a broad release of claims against the Administrative Agent, the Collateral Agent and each lender and their respective related parties, in each case arising out of or relating to the Existing Credit Agreement, the Amended Credit Agreement and the other loan documents and transactions contemplated thereby.
As part of the credit agreement amendment, Inotiv and other loan parties released all claims against lenders and agents related to the credit facility. This type of release is often required by lenders when granting amendments or forbearance.
Added in current filing · verify on EDGAR →
following receipt of consents from holders of a majority in aggregate principal amount of the Company’s outstanding 3.25% Convertible Senior Notes due 2027 (the “Convertible Notes”), the Company, as Issuer, BAS Evansville, Inc., as Guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the indenture governing the Convertible Notes (the “Convertible Indenture”) to extend the applicable grace period in connection with the failure to make interest payments from thirty days to forty-four days.
Inotiv obtained consent from a majority of convertible noteholders to extend the grace period for missed interest payments from 30 days to 44 days. This suggests the company may be experiencing liquidity challenges and needed additional time to make required interest payments on its 3.25% Convertible Senior Notes due 2027.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Inotiv terminated revolving commitments under existing credit agreement and repaid outstanding revolving loans using bridge facility proceeds.
Added in current filing · verify on EDGAR →
in connection with the entry into the Ninth Amendment, all revolving commitments under the Existing Credit Agreement were terminated and all outstanding revolving loans were repaid in full on the Ninth Amendment Effective Date from the proceeds of the Bridge Facility
The company terminated all revolving credit commitments under its existing credit agreement and fully repaid outstanding revolving loans using proceeds from a new bridge facility. This represents a refinancing transaction where the company replaced its existing revolving credit line with bridge financing.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Inotiv appointed two independent directors to a Special Committee to explore strategic alternatives including restructuring or bankruptcy.
Added in current filing · verify on EDGAR →
The Special Committee has been delegated exclusive authority to review, negotiate and implement one or more potential recapitalization, reorganization, refinancing, or restructuring transactions, or other strategic alternatives including oversight of decision-making in connection with any such strategic alternatives.
The Board created a Special Committee of three independent directors with exclusive authority to explore and implement strategic alternatives including recapitalization, reorganization, refinancing, or restructuring. This signals the company is actively evaluating fundamental changes to its capital structure or business operations. Each committee member will receive $40,000 per month for this work.
Added in current filing · verify on EDGAR →
The ERP covers the Company’s named executive officers, and provides that, upon the execution by each such officer of a participation agreement, he or she will receive a lump sum cash bonus payment of the following amounts: Mr. Leasure, $1.2 million; Ms. Taylor, $225,000; Dr. Sagartz, $125,000; Ms. Castetter, $225,000; and Dr. Hardy, $225,000, subject to clawback in accordance with the terms of the ERP.
The company approved retention bonuses totaling approximately $2 million for named executive officers, with total retention payments across all key employees expected to reach $3.934 million. The Compensation Committee noted that no cash bonuses were paid for fiscal 2025 performance. These payments are subject to clawback if the executive leaves voluntarily without good reason or is terminated for cause within six months (or 30 days after emerging from potential bankruptcy).
Added in current filing · verify on EDGAR →
On May 14, 2026, based on the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors (the “Board”) of the Company increased the size of the Board from seven to nine members, and appointed Eugene Davis and John T. Young, Jr. to the Board to fill the vacancies created by such increase.
The Board expanded from seven to nine members and appointed Eugene Davis and John T. Young, Jr. as independent directors. These appointments were made in connection with the Ninth Amendment to the company's credit agreement, which required establishment of a special committee of independent directors.
Added in current filing · verify on EDGAR →
On May 17, 2026, the Compensation Committee of the Company’s Board of Directors approved amendments to each of the Company’s Executive Change in Control Severance Plan (the “CIC Plan”), the Employment Agreement, dated as of January 27, 2022, by and between the Company and Robert Leasure, Jr. (the “Leasure Agreement”), and the Employment Agreement, dated as of October 5, 2018, by and between the Company and John E. Sagartz, (the “Sagartz Agreement”). The Compensation Committee amended each of the CIC Plan, the Leasure Agreement and the Sagartz Agreement to add an additional provision to the definition of “Good Reason” thereunder.
The Compensation Committee amended executive severance plans and employment agreements for the CEO and another executive to expand the definition of "Good Reason" for voluntary termination with severance. The CEO's agreement was also clarified to confirm he receives one year of base salary plus prorated target bonus if terminated without cause or if he leaves for good reason outside a change in control.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Inotiv extended debt grace period to May 29, settled cybersecurity class action, and amended bylaws to protect Special Committee.
Added in current filing · verify on EDGAR →
On May 13, 2026, the Company entered into a Settlement Agreement and Release that resolves the claims of the plaintiffs and the proposed class in the Indiana State Court Action (the “Proposed Cybersecurity Incident Settlement”).
Inotiv settled a class action lawsuit stemming from an August 2025 cybersecurity breach where unauthorized access may have compromised personal and health information. The settlement provides class members with compensation for lost time, expenses, extraordinary losses, or alternative cash payments, plus two years of credit monitoring. Plaintiffs will seek up to $275,000 in attorneys' fees. The company expects insurance to cover all settlement costs and denies wrongdoing. Court approval is still required.
Added in current filing · verify on EDGAR →
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.
The Board amended the company's bylaws to significantly strengthen protections for a Special Committee. Removing any Special Committee member now requires unanimous Board approval (excluding the member being removed), amending the Special Committee's charter requires unanimous Board vote, and any bylaw changes affecting the Special Committee's rights require unanimous Board approval. These supermajority requirements suggest the Special Committee is handling sensitive matters requiring independence from potential Board interference.
Event · Item 9.01 — Financial Statements and Exhibits
Inotiv disclosed bylaw amendments, a credit agreement amendment, supplemental indenture, and three director agreements.
Added in current filing · verify on EDGAR →
Ninth Amendment to Credit Agreement, dated as of May 14, 2026, among Inotiv, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Acquiom Agency Services LLC, as administrative agent and collateral agent
Inotiv entered into a ninth amendment to its credit agreement on May 14, 2026. The amendment involves the company, its subsidiary guarantors, lenders, and Acquiom Agency Services as agent. Without the full text, the specific terms modified are not disclosed in this 8-K, but amendments typically adjust covenants, pricing, maturity, or borrowing capacity.
Added in current filing · verify on EDGAR →
First Supplemental Indenture, dated as of May 15, 2026, among Inotiv, Inc., BAS Evansville, Inc., and U.S. Bank Trust Company, National Association
Inotiv executed a first supplemental indenture on May 15, 2026, involving the company, subsidiary BAS Evansville, and U.S. Bank Trust as trustee. Supplemental indentures typically add guarantors, modify terms, or address covenant compliance for existing debt securities.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Independent Director Agreement, dated as of May 14, 2026, between Eugene Davis and Inotiv, Inc. 10.3 Independent Director Agreement, dated as of May 14, 2026, between John T. Young, Jr. and Inotiv, Inc. 10.4 Special Committee Agreement, dated as of May 14, 2026, between Michael Harrington and Inotiv, Inc.
Inotiv entered into agreements with three directors on May 14, 2026: independent director agreements with Eugene Davis and John T. Young, Jr., and a special committee agreement with Michael Harrington. These agreements likely govern compensation, duties, and terms of service for board members.
Added in current filing · verify on EDGAR →
Fifth Amended and Restated Bylaws of Inotiv, Inc. as amended through May 14, 2026 (marked to show amendments)
Inotiv amended and restated its bylaws as of May 14, 2026. The exhibit is marked to show changes, but the specific amendments are not detailed in this 8-K. Bylaw changes can affect governance, voting, director election procedures, or shareholder rights.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 19, 2026 · How we verify