Inotiv Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Biotechnology: Commercial Physical & Biological Resarch
Health Care
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): August 9, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
On August 9, 2024, Inotiv, Inc. (the “Company”) entered into an Open Market Sale AgreementSM with Jefferies LLC (the “Sale Agreement”), pursuant to which the Company may offer and sell up to $50,000,000 of the Company’s common shares (the “Shares”) from time to time in at-the-market offerings, through Jefferies LLC (“Jefferies”), acting as sales agent. The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266962), filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2022, as amended, and declared effective by the Commission on August 31, 2022, as supplemented by the prospectus supplement dated August 9, 2024.
Upon delivery of an issuance notice and subject to the terms and conditions of the Sale Agreement, Jefferies will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sale Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
The compensation to Jefferies for sales of Shares pursuant to the Sale Agreement will be an amount equal to 3.0% of the gross proceeds of any Shares sold under the Sale Agreement. The Company agreed to reimburse Jefferies for certain specified expenses. The Company is not obligated to sell any Shares under the Sale Agreement. The offering of the Shares pursuant to the Sale Agreement will terminate upon the termination of the Sale Agreement by Jefferies or the Company, as permitted therein. Sales pursuant to the Sale Agreement will be made only upon instructions by the Company to Jefferies, and the Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement.
A copy of the Sale Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement.
Faegre Drinker Biddle & Reath LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sale Agreement, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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.
| INOTIV, INC. | ||||||||
Date: August 9, 2024 | By: | /s/ Beth Taylor | ||||||
| Name: | Beth Taylor | |||||||
| Title: | Chief Financial Officer Senior Vice President - Finance | |||||||