Item 8.01 section not located in normalized markdown

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): May 13, 2026

| 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:

| ¨ | 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 (17 CFR 240.14a-12) |

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

| ¨ | 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
exchangeon 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 ¨

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.**

**Ninth Amendment to Credit Agreement; Bridge Facility**

On May 14, 2026 (the “Ninth Amendment Effective Date”), 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 (as previously amended, the “Existing Credit Agreement”), among the Company, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Acquiom Agency Services LLC, as successor administrative agent (the “Administrative Agent”) and as collateral agent (the “Collateral Agent”).

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.

On the Ninth Amendment Effective Date, the Company borrowed $27.5 million in a term loan under the Bridge Facility, and used such proceeds to repay in full all outstanding revolving loans under the Existing Credit Agreement, together with all accrued interest thereon and deferred fees, which amounted to approximately $14.3 million, and all revolving commitments under the Existing Credit Agreement were terminated. Amounts repaid or prepaid und