UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2021
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INOTIV, INC. |
(Exact name of registrant as specified in its charter) |
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Indiana |
| 0-23357 |
| 35-1345024 |
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbols | Name of exchange on which registered |
Common Shares | NOTV | NASDAQ Capital Market |
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. ☐
EXPLANATORY NOTE
As previously disclosed, on April 30, 2021, Inotiv, Inc. (the “Company”) closed the acquisition of Bolder BioPath, Inc. (“Bolder”) through a merger of Bolder with a wholly owned subsidiary of the Company and the acquisition of Histotox Laboratories, LLC (“Histotox”) through a purchase of the outstanding equity interests in Histotox (collectively, the “Acquisitions”). On May 6, 2021, the Company filed a Current Report on Form 8-K reporting the closing of the Acquisitions (the “Initial Form 8-K”). On August 10, 2021, the Company filed Amendment No. 1 to the Original 8-K to provide certain pro forma financial information in connection with the Acquisitions ("Amendment No. 1").
This Amendment No.2 to the Initial 8-K (“Amendment No. 2”) amends and supplements Item 9.01 of the Initial 8-K to provide certain pro forma financial information in connection with the Acquisitions. The pro forma financial information in this Amendment No. 2 replaces and supersedes the pro forma financial information filed with Amendment No. 1. Any information required to be set forth in the Initial Form 8-K which is not being amended or supplemented pursuant to this Amendment No. 2 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Initial Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
1. | The audited financial statements of HistoTox Labs, Inc. as of and for the fiscal year ended December 31, 2020, together with the notes thereto and the report of the independent auditor thereon, were filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed April 20, 2021 and are incorporated herein by reference. |
2. | The audited financial statements of Bolder BioPATH, Inc. as of and for the fiscal years ended December 31, 2019 and 2020, together with the notes thereto and the report of the independent auditor thereon, were filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed April 20, 2021 and are incorporated herein by reference. |
(b) Pro Forma Financial Information.
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| 1. | The unaudited pro forma condensed combined financial information of the Company, Bolder and Histotox is filed as Exhibit 99.1 to this Amendment No. 2. |
(c) None.
(d) Exhibits
The following exhibits are being filed as part of this report:
Exhibit No. | Description | |
99.1 | Unaudited pro forma condensed combined financial information of the Company, Bolder and Histotox. | |
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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.
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| By: | /s/ Beth A. Taylor |
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| Date: | September 21, 2021 |
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| Beth A. Taylor |
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| Chief Financial Officer Vice President - Finance |
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