Inotiv, Inc. entered into an agreement and plan of merger to acquire Bolder Biopath Inc. for $47 million.
April 15, 2021
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Inotiv, Inc. (NasdaqCM:NOTV) entered into an agreement and plan of merger to acquire Bolder Biopath Inc for $47 million on April 15, 2021. The total consideration is $47 million, consisting of a cash payment of $18.5 million, Inotiv common shares equal to the lesser of either 1.8 million shares or the number of shares obtained by dividing $27.0 million by the lesser of either the weighted average closing price of the common shares as reported by The Nasdaq Capital Market for the twenty trading-day period ending on the third trading day prior to the closing date and the offering price per share in any common share offering (public or private) by the company prior to the closing, or the offering price per share in any stock offering by the company prior to the closing, and a $1.5 million seller’s note. Ina related transaction, Inotiv, Inc. also entered into an agreement and plan of merger to acquire HistoTox Labs, Inc., the union of Inotiv with Bolder BioPATH, and HistoTox Labs, Inc., which business will be acquired subject to a purchase agreement announced earlier this week. Inotiv anticipate utilizing additional debt financing of approximating $23.5 million in order to fund some portion of the consideration associated with the acquisitions. Inotiv is in discussions with its current lender, First Internet Bank, to obtain additional financing, although there is no commitment for such financing as of April 20, 2021. Inotiv also announced a public offering in order to finance the acquisitions. The name of the Surviving Entity shall be Inotiv Boulder, LLC. If the transaction is terminated, Inotiv shall pay $0.2 million to Bolder BioPATH.
Bolder BioPATH reported 2020 revenue of $13.0 million, income from operations of $1.6 million, EBITDA of $2.6 million, total assets of $11.4 million and net income of $1.5 million. The company expects to retain all existing Bolder BioPATH employees after transaction close. The transaction is subject to obtaining financing, Bolder BioPATH shareholder approval, listing/approval of new shares on Stock Exchange, execution of lock-up, non-solicitation, and escrow agreements, and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Bolder BioPATH and Inotiv. The transaction is expected to close within 120 days. As of April 20, 2021, the transaction is anticipated to close prior to the end of the third quarter of fiscal 2021. Stephen J. Hackman of Ice Miller LLP acted as legal advisor to Inotiv. Stewart D. Cables of Hassan + Cables, LLC acted as legal advisor to the sellers.
Inotiv, Inc. is a contract research company, which is engaged in providing nonclinical and analytical drug discovery and development services to the pharmaceutical and medical device industries and selling a range of research-quality animals and diets to the same industries, as well as academia and government clients. Its products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development. It operates through two segments: Discovery and Safety Assessment (DSA) and Research Models and Services (RMS). The DSA segment supports the discovery, nonclinical development and clinical development needs of researchers and clinicians for primarily small molecule drug candidates, as well as biotherapeutics and biomedical devices. The RMS segment offer access to a range of small and large research models for basic research and drug discovery and development, as well as specialized models for specific diseases and therapeutic areas.
INOTIV, INC. 
