Item 2.02 Results of Operations and Financial Condition.





On April 20, 2021, Inotiv, Inc. (the "Company") issued a press release furnished
as Exhibit 99.1 to this Current Report on Form 8-K (the "Press Release") that,
among other things, announced certain preliminary financial and operating
results of the Company for the quarter and six months ended March 31, 2021.



The Company's preliminary financial and operating results in the Press Release
are estimates and subject to the completion of the Company's financial closing
procedures and any adjustments that may result from the completion of the review
of the Company's financial statements. The preliminary figures in the Press
Release may differ materially from the actual results that will be reflected in
the Company's financial statements when they are completed and publicly
disclosed.



The information in this Item 2.02 shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.


Item 8.01 Other Events.




As previously announced, the Company has entered into 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 99.2 and 99.3 hereto
provide certain historical financial statements for Bolder BioPATH, Inc. and
HistoTox Labs, Inc., respectively. In addition, the Company has disclosed the
following non-GAAP financial figures which are based on the GAAP figures shown
below:



GAAP figures:                     Fiscal 2020        Quarter ended December 31
                                                        2019              2020
Company Net Loss                  $ (4,685,000 )   $    (1,426,000 )   $ (366,000 )
Histotox Labs Operating Income    $  2,267,000
Bolder BioPATH Operating Income   $  1,591,000

· Adjusted EBITDA of the Company for the twelve-month period ended December 31,


   2020 of $3.4 million with an approximately 5.1% margin.

· EBITDA of Bolder BioPATH, Inc. and HistoTox Labs, Inc. for the twelve months


   ended December 31, 2020 of $2.6 million and $2.9 million, respectively.

· Combined Adjusted EBITDA of the Company, Bolder BioPATH, Inc. and HistoTox

Labs, Inc. for the twelve months ended December 31, 2020 of approximately $8.9


   million with a greater than 10% combined Adjusted EBITDA margin.





The above figures constitute financial measures that are not calculated in
accordance with generally accepted accounting principles in the United States
("GAAP"). For the Company, the non-GAAP financial measure is Adjusted EBITDA for
the twelve-month period ended December 31, 2020. Adjusted EBITDA as reported
herein refers to a financial performance measure that excludes from net income
(loss) income statement line items interest expense and income taxes (benefit)
expense, as well as non-cash charges for depreciation and amortization, stock
option (benefit) expense, United Kingdom lease liability reversal benefit,
non-recurring acquisition and integration costs and other non-recurring third
party costs, such as recruiting costs, consulting fees related to the adoption
of two accounting standards, and expenses for rebranding and new website launch.



For Bolder BioPATH, Inc. and Histotox Labs, Inc (collectively, the "Targets"),
the non-GAAP financial measures consist of the sum of operating income and
depreciation and amortization expense for the year ended December 31, 2020.
These sums are then added to the Adjusted EBITDA of the Company and shown as
combined EBITDA of the three entities for the twelve months ended December

31,
2020.









The non-GAAP financial information should be considered supplemental to, and not
as a substitute for, or superior to, financial measures calculated in accordance
with GAAP. Management, however, believes that the Company's Adjusted EBITDA and
the non-GAAP information presented for the Targets, when used in conjunction
with the results presented in accordance with GAAP, may provide a more complete
understanding of the Company's results and may facilitate a fuller analysis of
the Company's results particularly in evaluating performance from one period to
another, as well as the impact of the acquisitions of the Targets on the
Company's EBITDA.



Management has chosen to provide this supplemental information to investors,
analysts, and other interested parties to enable them to perform additional
analyses of our results and to illustrate our results giving effect to the
non-GAAP adjustments shown in the reconciliation. Management strongly encourages
investors to review the consolidated financial statements of the Company and the
Targets and the Company's publicly filed reports in their entirety and cautions
investors that the non-GAAP measures used by the Company may differ from similar
measures used by other companies, even when similar terms are used to identify
such measures.

Non-GAAP to GAAP Reconciliation





                                                       Fiscal Year
                                                          Ended                Quarter Ended
                                                        September               December 31,
                                                        30, 2020            2019            2020
Company GAAP Net loss                                $  (4,685,000 )   $ (1,426,000 )   $  (366,000 )

Add back: Interest expense                               1,490,000          311,000         347,000
   Income taxes expense                                    147,000           97,000          33,000
   Depreciation and amortization                         4,074,000

749,000 1,101,000


   Stock option expense                                    540,000

97,000 181,000

United Kingdom lease liability reversal benefit (180,000 ) (60,000 )

             -
   Acquisition and integration costs                       339,000          270,000               -
   Other non-recurring, third party costs                  823,000          443,000               -
Company Adjusted EBITDA                              $   2,548,000     $    481,000     $ 1,296,000




Company Adjusted EBITDA for FY 2020                       $ 2,548,000
Company Adjusted EBITDA for Q1 FY 2019                       (481,000 )
Company Adjusted EBITDA for Q1 FY 2020                      1,296,000

Company Adjusted EBITDA for LTM ended December 31, 2020 $ 3,363,000

HistoTox Labs for FY 2020:
Operating Income for FY 2020                              $ 2,267,000
Depreciation and Amortization                                 669,000
HistoTox Labs EBITDA for FY 2020                          $ 2,936,000

Bolder BioPATH for FY 2020:
Operating Income for FY 2020                              $ 1,591,000
Depreciation and Amortization                                 996,000
Bolder BioPATH EBITDA for FY 2020                         $ 2,587,000

Combined Adjusted EBITDA                                  $ 8,886,000

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

23.1 Consent of Soukup Bush & Associates, CPAs, P.C., independent auditor to

Bolder BioPATH, Inc., dated April 20, 2021.

23.2 Consent of Soukup Bush & Associates, CPAs, P.C., independent auditor to

HistoTox Labs, Inc., dated April 20, 2021.
  23.3       Consent of Independent Registered Public Accounting Firm RSM US LLP.
  99.1       Press Release, dated April 20, 2021.
  99.2       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.
  99.3       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.

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