Current Report Filing (8-k)
April 21 2021 - 4:29PM
Edgar (US Regulatory)
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):
April 20, 2021
INOTIV,
INC.
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(Exact name of registrant as specified in its charter)
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Indiana
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0-23357
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35-1345024
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2701 KENT AVENUE
WEST LAFAYETTE, INDIANA
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47906-1382
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common Shares
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NOTV
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NASDAQ Capital Market
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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 ¨
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. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On April 21, 2021, Inotiv,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with
Colliers Securities LLC (the “Underwriter”) relating to the public offering of 2,647,059 of the Company’s common
shares (the “Shares”), at a public offering price of $17.00 per share (the “Offering”). The Offering
is expected to close on or about April 23, 2021, subject to customary closing conditions. The Company has granted the Underwriters an
option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 397,058 additional Shares. The Offering
was made pursuant to a shelf registration statement on Form S-3 (File No. 333-253309) that was declared effective by the Securities and
Exchange Commission on March 1, 2021 and a related prospectus supplement.
Net proceeds to the Company
from the Offering were approximately $42.5 million, after deducting the underwriting discount and estimated offering expenses. The Company
currently intends to use the net proceeds from the Offering, together with existing cash and cash equivalents, amounts available under
the Company’s existing credit facilities and any new debt financing, to finance the aggregate cash consideration of approximately
$40.5 million for the previously announced acquisitions of Bolder BioPATH, Inc. and HistoTox Labs, Inc. The Company may also use the net
proceeds to pay a portion of the purchase price of approximately $4.7 million for its St. Louis facility, contingent on the Company receiving
financing and obtaining related business incentives. The Company intends to use the remaining net proceeds of the Offering, if any, for
working capital and other general corporate purposes, which may include acquisitions or investments in complementary businesses, technologies
or other assets, although the Company has no present commitments or agreements to do so (other than with respect to the previously announced
acquisitions).
The foregoing description
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting
Agreement. A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein
by reference.
A copy of the opinion of Ice
Miller LLP, relating to the validity of the Shares in connection with the Offering is filed with this Current Report on Form 8-K as Exhibit
5.1.
Item 8.01 Other Events.
On April 20, 2021, the Company
issued a press release announcing the commencement of the Offering. On April 21, 2021, the Company issued a press release announcing the
pricing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto
duly authorized.
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Inotiv, Inc.
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Date: April 21, 2021
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By:
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/s/ Beth A. Taylor
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Beth A. Taylor
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Chief Financial Officer and Vice President - Finance
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