Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 regarding the Amendment is incorporated
by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
On May 26, 2021, Inotiv, Inc. (the "Company") and First Internet Bank ("FIB")
entered into an amendment (the "Amendment") to the Company's Amended and
Restated Credit Agreement (the "Credit Agreement") with FIB, dated April 30,
2021, to, among other things, (i) provide the Company and its subsidiary,
Seventh Wave Laboratories, LLC, a new term loan facility to finance the
acquisition and refurbishment of certain real property in Maryland Heights,
Missouri (the "Construction Term Loan") which the Company had previously leased,
and (ii) grant a lien on such real property in favor of FIB. The original
principal amount of the Construction Term Loan is $4,832,000. Interest on the
Construction Term Loan shall accrue at a fixed rate annual of 3.85%. The
Construction Term Loan shall be repaid as follows: (i) on the first day of each
month from July 1, 2021 through and including January 1, 2022, principal
payments of $10,000, (ii) thereafter, monthly payments of principal and interest
in the amount of $28,623.87, and (iii) a final payment representing the entire
unpaid principal balance and all accrued and unpaid interest thereon and all
fees and charges in connection therewith, shall be due and payable at maturity.
The Construction Term Loan has a maturity date of December 26, 2026.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment,
which will be filed with the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2021.
Item 7.01 Regulation FD Disclosure.
On May 27, 2021, the Company issued a press release with respect to the
Amendment, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference. This information shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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