Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2021, Inotiv, Inc. (the "Company") and Joseph E. Flynn, the
Company's former Chief Commercial Officer, entered into an agreement (the
"Separation and Release Agreement") in connection with the termination of Mr.
Flynn's employment on September 8, 2021. Under the terms of the Separation and
Release Agreement, (i) the Company will pay Mr. Flynn a severance benefit in the
form of salary continuation for a period of four months, (ii) Mr. Flynn will be
entitled to exercise 7,000 outstanding stock options until the earlier of
October 8, 2021 or the expiration date of such stock options and will forfeit
all of his unvested stock options and restricted stock awards, (iii) the Company
will reimburse Mr. Flynn an amount equal to his monthly COBRA premium for a
period of four months after September 30, 2021, provided that such payments will
cease should he become entitled to other health insurance, and (iv) the Company
agreed to reduce Mr. Flynn's existing post-employment non-solicitation
obligations from 24 months to six months and to limit those obligations to
customers or entities with whom Mr. Flynn had contact.
As consideration for receiving the payments under the Separation and Release
Agreement, Mr. Flynn agreed to release substantially all claims against the
Company. The Separation and Release Agreement also (i) prohibits Mr. Flynn and
the Company from disparaging each other, (ii) includes a covenant not to sue
(iii) during the period in which Mr. Flynn receives severance benefits,
generally requires Mr. Flynn to provide reasonable assistance to the Company
with transitional matters relating to his former duties and (iv) reaffirms
existing covenants and obligations and the rights and remedies of the Company
regarding confidentiality, restrictive covenants and the assignment of
inventions.
Mr. Flynn has seven calendar days from September 26, 2021 (the date he signed
the Separation and Release Agreement) to revoke the Separation and Release
Agreement, and the Separation and Release Agreement provides that the terms
thereof, including the Company's obligations to provide the severance benefits
described above, will not become effective until the eighth calendar day after
the date the agreement was executed by Mr. Flynn.
The foregoing summary of the Separation and Release Agreement does not purport
to be complete and is qualified in its entirety by reference to the Separation
and Release Agreement, a copy of which will be filed with the Company's Form
10-K for the year ended September 30, 2021.
Item 8.01 Other Events.
As previously announced, the Company entered into, and subsequently closed the
transactions related to, an Agreement and Plan of Merger to acquire Bolder
BioPATH, Inc. and an Asset Purchase Agreement to acquire the business of
HistoTox Labs, Inc. Exhibits 99.1 and 99.2 hereto provide certain historical
financial statements for Bolder BioPATH, Inc. and HistoTox Labs, Inc.,
respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Unaudited financial statements of Bolder BioPATH, Inc. as of and for the
three months ended March 31, 2021 and the unaudited balance sheet of Bolder
BioPATH, Inc. as of December 31, 2020, together with the notes thereto.
99.2 Unaudited financial statements of HistoTox Labs, Inc. as of and for the
three months ended March 31, 2021 and the unaudited balance sheet of
HistoTox Labs, Inc. as of December 31, 2020, together with the notes
thereto.
104 Cover page interactive data file (embedded within the inline XBRL document).
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INOTIV, INC. 
