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Inotiv (NASDAQ: NOTV) extends grace period on missed 2027 note interest

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Inotiv, Inc. entered into a Second Supplemental Indenture for its 3.25% Convertible Senior Notes due 2027 to further extend the grace period for a missed interest payment. An interest payment of approximately $2.139 million was originally due on April 15, 2026.

The initial 30-day grace period to May 15, 2026 had already been extended to 44 days, through May 29, 2026, under a prior supplemental indenture. The new agreement extends the total grace period to 51 days, through and including June 5, 2026, giving the company additional time before an event of default could occur under these notes.

Positive

  • None.

Negative

  • Extension of grace period on missed interest for the 3.25% Convertible Senior Notes due 2027 to 51 days, through June 5, 2026, after an unpaid interest installment of approximately $2.139 million originally due April 15, 2026, signals heightened liquidity and default risk around this debt.

Insights

Extending the grace period on missed note interest highlights credit stress risk.

Inotiv has negotiated a Second Supplemental Indenture on its 3.25% Convertible Senior Notes due 2027 after not paying an interest installment of about $2.139 million due on April 15, 2026. The grace period has now been lengthened to 51 days.

This follows an earlier extension from the standard 30 days to 44 days, indicating continued need for short-term relief. While noteholders representing a majority in principal amount consented, the filing does not describe any broader refinancing or capital solution tied to this change.

From a credit perspective, extending grace on overdue interest can signal liquidity pressure and elevates default risk around the June 5, 2026 end of the new grace period if payment is still not made. Subsequent company filings will be important to understand how the obligation is ultimately resolved.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible note coupon 3.25% Interest rate on Convertible Senior Notes due 2027
Interest payment due $2.139 million Interest originally due April 15, 2026 on convertible notes
Original grace period 30 days Standard grace period through May 15, 2026
First extended grace period 44 days Extension through May 29, 2026 under First Supplemental Indenture
Current total grace period 51 days Extended through June 5, 2026 under Second Supplemental Indenture
Convertible notes maturity 2027 Maturity year of 3.25% Convertible Senior Notes
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
3.25% Convertible Senior Notes due 2027 financial
"majority in aggregate principal amount of the outstanding 3.25% Convertible Senior Notes due 2027"
Second Supplemental Indenture financial
"entered into the Second Supplemental Indenture to the indenture governing the Convertible Notes"
grace period financial
"to further extend the applicable grace period in connection with the failure to make interest payments"
A grace period is a short, pre-agreed span of time after a payment, filing, or other obligation is due during which a company or individual can meet the requirement without being penalized or declared in default. Think of it as a temporary breathing room that prevents immediate consequences for a missed deadline. Investors care because grace periods affect when cash flows are actually received, how soon penalties or defaults can hit, and the apparent credit risk and stability of an issuer.
Trustee regulatory
"U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
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Understanding 8-K Material Events →
0000720154FALSE00007201542026-05-282026-05-28

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): May 28, 2026
INOTIV, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-23357 35-1345024
(State or other jurisdiction of
 incorporation)		 (Commission File Number) (IRS Employer Identification No.)
2701 KENT AVENUE
WEST LAFAYETTE,INDIANA
 
47906-1382
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 463-4527
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
 on which registered
Common SharesNOTVThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2026, following receipt of consents from holders of a majority in aggregate principal amount of the outstanding 3.25% Convertible Senior Notes due 2027 (the “Convertible Notes”) of Inotiv, Inc. (the “Company”), the Company, as Issuer, BAS Evansville, Inc., as Guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the indenture governing the Convertible Notes (the “Convertible Indenture”) to further extend the applicable grace period in connection with the failure to make interest payments on the Convertible Notes from 44 days to 51 days.

As previously disclosed, on April 15, 2026, the Company was required to make an interest payment of approximately $2.139 million under the Convertible Indenture and was entitled to a grace period thereunder for 30 days, through and including May 15, 2026, which was subsequently extended to 44 days, through and including May 29, 2026, pursuant to the First Supplemental Indenture to the Convertible Indenture, dated as of May 15, 2026. Pursuant to the Second Supplemental Indenture, the foregoing grace period was extended to a total of 51 days, through and including June 5, 2026.

The foregoing summary of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report.

Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No.		Description
4.1
Second Supplemental Indenture, dated as of May 28, 2026, among Inotiv, Inc., BAS Evansville, Inc., and U.S. Bank Trust Company, National Association
104.0Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 thereunto duly authorized.
INOTIV, INC.
Date:May 31, 2026By:/s/ Beth Taylor
Beth Taylor
Chief Financial Officer,
Executive Vice President

Source: View Original Filing on SEC EDGAR

FAQ

What did Inotiv (NOTV) disclose about its 3.25% Convertible Senior Notes due 2027?

Inotiv reported amending the indenture for its 3.25% Convertible Senior Notes due 2027. The company entered a Second Supplemental Indenture to further extend the grace period related to a missed interest payment, delaying when an event of default could occur under these notes.

How much interest did Inotiv miss paying on its convertible notes?

Inotiv disclosed it was required to make an interest payment of approximately $2.139 million on April 15, 2026, under the convertible notes indenture. Instead of paying on that date, the company has relied on and extended contractual grace periods agreed with noteholders.

To what date did Inotiv extend the grace period for its April 2026 interest payment?

The company extended the total grace period for the April 15, 2026 interest payment to 51 days. This new deadline runs through and includes June 5, 2026, under the Second Supplemental Indenture covering the 3.25% Convertible Senior Notes due 2027.

What prior grace period extensions had Inotiv already obtained on the 2027 notes?

Initially, Inotiv had a 30-day grace period to May 15, 2026, under the original indenture. A First Supplemental Indenture then extended this to 44 days, through May 29, 2026, before the Second Supplemental Indenture pushed the total grace period to 51 days.

Who are the key parties to Inotiv’s Second Supplemental Indenture on the convertible notes?

The Second Supplemental Indenture is among Inotiv, Inc. as issuer, BAS Evansville, Inc. as guarantor, and U.S. Bank Trust Company, National Association, as trustee. It supplements the existing indenture governing the 3.25% Convertible Senior Notes due 2027 and modifies the grace period terms.

Filing Exhibits & Attachments

4 documents

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