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  4. [8-K] Inotiv, Inc. Reports Material Event

Inotiv (NOTVQ) plan confirmed; 35M shares canceled in Chapter 11

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Inotiv, Inc. reports that the U.S. Bankruptcy Court for the Southern District of Texas has entered a Confirmation Order approving its amended joint prepackaged Chapter 11 Plan of Reorganization. The company filed Chapter 11 petitions on June 3, 2026 and continues to operate as a debtor-in-possession until the Plan Effective Date.

As of July 14, 2026, 35,172,908 common shares were outstanding. Under the confirmed Plan, on the effective date all existing common shares and other equity interests will be cancelled, and current equity holders will receive no distribution, property, or other value. The reorganized company expects to issue 5,100,000 new equity interests and warrants exercisable for an additional 630,337 new equity interests to holders of prepetition loans, secured notes and convertible notes, and to emerge as a private company.

Nasdaq suspended trading in the company’s stock on June 11, 2026, and the shares now trade over-the-counter under the symbol “NOTVQ.” Nasdaq has filed Form 25 to delist the shares, and the company cautions that trading in its securities during the Chapter 11 Cases is highly speculative, with existing equity expected to experience a total loss.

Positive

  • None.

Negative

  • All 35,172,908 existing common shares will be cancelled on the Plan Effective Date, with current equity holders receiving no distribution or value, and the company expects existing equity investors to experience a total loss.
  • Nasdaq has suspended and is delisting the company’s stock, which now trades over-the-counter as “NOTVQ,” and the company warns that trading during the Chapter 11 Cases is highly speculative.

Filing Explained

Nasdaq’s July 10 Form 25 filing starts separate delisting and deregistration clocks: delisting becomes effective 10 calendar days after filing, while Section 12(b) deregistration takes effect 90 days later or sooner if the SEC sets a shorter period.

Sources and calculations
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 1.03 Bankruptcy or Receivership Business
The company or a significant subsidiary has filed for bankruptcy or entered receivership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common shares outstanding 35,172,908 shares As of July 14, 2026, common stock issued and outstanding
New equity interests to be issued 5,100,000 shares New equity interests to be issued to holders of prepetition loans, secured notes and convertible notes on Plan Effective Date
New warrants 630,337 equity interests Warrants exercisable for additional new equity interests under the Plan
Stakeholder assets under management more than $60 billion Assets managed collectively by stakeholders supporting the Plan and providing additional capital
Nasdaq delisting effective period 10 calendar days Time after July 10, 2026 Form 25 filing for Nasdaq delisting to become effective
Section 12(b) deregistration period 90 days Period after Form 25 filing when deregistration of common shares under Section 12(b) becomes effective, or shorter as determined
Chapter 11 Cases regulatory
"filed voluntary petitions commencing cases (the “Chapter 11 Cases”) under Chapter 11"
Plan of Reorganization regulatory
"Bankruptcy Court has confirmed the Company’s Plan of Reorganization (the “Plan”)."
A plan of reorganization is a formal blueprint used during bankruptcy to rearrange a company’s debts, assets and ownership so it can keep operating. It lays out who gets paid, what creditors and shareholders receive, and how the business will change going forward; think of it as a court-approved debt and recovery roadmap that decides whether investors keep value, receive new securities or cash, or lose their stake.
debtors-in-possession regulatory
"the Company Parties continue to operate their business as “debtors-in-possession” under the jurisdiction"
Form 25 regulatory
"On July 10, 2026, Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
warrants financial
"together with warrants exercisable for an additional 630,337 new equity interests"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Restructuring Support Agreement financial
"previously described under “Restructuring Support Agreement” in Item 1.01"
A restructuring support agreement is a written deal between a company and its key creditors or stakeholders that lays out how debts, contracts, or ownership will be changed to fix the company’s finances. It matters to investors because it reduces uncertainty by signaling a negotiated path to solvency or debt relief—like neighbors agreeing on a repayment plan—so it influences how much creditors and shareholders are likely to recover and how quickly the company can move forward.

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FAQ

What did Inotiv (NOTVQ) disclose about its Chapter 11 plan confirmation?
Inotiv disclosed that the U.S. Bankruptcy Court confirmed its amended prepackaged Chapter 11 Plan of Reorganization on July 14, 2026. The company filed for Chapter 11 on June 3, 2026 and continues operating as a debtor-in-possession until the Plan’s effective date.

What happens to existing Inotiv (NOTVQ) common shareholders under the confirmed Plan?
As of July 14, 2026, Inotiv had 35,172,908 common shares outstanding. Under the confirmed Plan, all existing common shares and other equity interests will be cancelled on the effective date, and current equity holders will receive no distribution, property, or other value, implying an expected total loss.

How will Inotiv (NOTVQ) be recapitalized through new equity and warrants?
On the Plan’s effective date, the reorganized company intends to issue 5,100,000 new equity interests to holders of prepetition loans, secured notes and convertible notes, plus warrants exercisable for an additional 630,337 new equity interests, with the company expecting to emerge as a private entity.

What is the current trading status of Inotiv (NOTVQ) shares and Nasdaq listing?
Nasdaq suspended trading in Inotiv’s common shares on June 11, 2026. The stock now trades over-the-counter under the symbol “NOTVQ.” Nasdaq filed Form 25 on July 10, 2026 to delist the shares, with delisting effective 10 calendar days after that filing.

Why does Inotiv (NOTVQ) warn that trading in its securities is highly speculative?
Inotiv states that trading in its securities during the Chapter 11 Cases is highly speculative and risky because prices may not reflect actual recoveries. The company expects holders of existing equity interests to experience a total loss, as all current equity will be cancelled without any distribution.
0000720154FALSE00007201542026-07-142026-07-14

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): July 14, 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 Shares**

*The Nasdaq Stock Market (“Nasdaq”) suspended trading of the Company’s common shares at the opening of business on June 11, 2026. The Company’s common shares began trading on the over-the-counter market under the symbol “NOTVQ.” On July 10, 2026, Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist the Company’s common shares from Nasdaq, which will become effective 10 calendar days after such filing. The deregistration of the Company’s common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25.
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 1.03. Bankruptcy or Receivership.

As previously disclosed, on June 3, 2026 (the “Petition Date”), Inotiv, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Company Parties” or the “Debtors”) filed voluntary petitions commencing cases (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization, which plan was originally filed with the Bankruptcy Court on June 3, 2026, and subsequently amended and filed with the Bankruptcy Court on July 10, 2026 to reflect certain clarifying edits. The Chapter 11 Cases are being jointly administered under the caption In re Inotiv, Inc., et al. A summary of the material terms of the plan of reorganization and related matters is contained in the Company’s
Current Report on Form 8-K filed with the SEC on June 3, 2026 and is incorporated herein by reference.

Confirmation of Plan of Reorganization

On July 14, 2026, the Bankruptcy Court entered the Order (I) Approving Debtors’ Disclosure Statement on a Final Basis and (II) Confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Inotiv, Inc. and its Affiliated Debtors (the “Plan”) (Docket No. 191) (the “Confirmation Order”) confirming the Plan. The Company expects that the effective date of the Plan will occur once all conditions precedent to the Plan have been satisfied or waived (the “Plan Effective Date”).

The Plan incorporates by reference certain documents filed with the Bankruptcy Court as part of the plan supplement, as the same have been amended from time to time prior to confirmation of the Plan and may be further amended prior to the Plan Effective Date or as otherwise set forth in the Plan (including the plan supplements) or the Confirmation Order. It is also possible that technical amendments could be made to the Plan prior to the Plan Effective Date.

Until the Plan Effective Date, the Company Parties continue to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The material terms of the restructuring transactions that are set forth in the Plan, as confirmed by the Bankruptcy Court, were previously described under “Restructuring Support Agreement” in Item 1.01 on a Current Report on Form 8-K filed by the Company on June 3, 2026, which description is incorporated herein by reference. Such summary describes only certain material provisions of the Plan, does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 2.2 to this Current Report on Form 8-K.

As of July 14, 2026, the Company had 35,172,908 shares of common stock issued and outstanding. Under the Plan, on the Plan Effective Date, all of the outstanding common shares and other equity interests of the Company will be canceled, and existing equity holders will not receive or retain any distribution, property, or other value on account of such interests. On the Plan Effective Date, or as promptly as practicable thereafter, the reorganized company intends to issue 5,100,000 shares of new equity interests to holders of the Company’s prepetition loans, secured notes and convertible notes, together with warrants exercisable for an additional 630,337 new equity interests, to be distributed as described in the Plan. The Company expects to emerge from the Chapter 11 Cases as a private company.

Information regarding the assets and liabilities of the Company as of March 31, 2026 can be found in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026.

The foregoing descriptions of the Plan and the Confirmation Order do not purport to be complete and are qualified in their entirety by reference to the Plan and the Confirmation Order. The Confirmation Order and the Plan are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K (this “Current Report”), and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Press Release

On July 14, 2026, the Company issued a press release announcing entry of the Confirmation Order. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report under Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall it be deemed incorporated by reference into


any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filings.

Additional Information on the Chapter 11 Cases

Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://restructuring.ra.kroll.com/Inotiv, a website administered by the Debtors’ claims and noticing agent, Kroll Restructuring Administration LLC (“Kroll”). Information may also be obtained by contacting Kroll by calling (844) 408-3698 (U.S./Canada, toll-free) or +1 (646) 825-3849 (international), by emailing InotivInfo@ra.kroll.com, or by writing to Inotiv, Inc., c/o Kroll Restructuring Administration LLC, 850 Third Avenue, Suite 412, Brooklyn, NY 11232.

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in its securities (including its common shares) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of its existing equity interests will experience a total loss on their investment, as the Plan contemplates that all existing equity interests in the Company will be cancelled without any distribution to existing equity holders.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are predictive in nature and are identified generally by the use of the terms “could,” “will,” “may,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “potential,” “continue” and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company’s business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein.

All statements in this Current Report on Form 8-K that are not historical are forward-looking statements, including statements regarding the timing and implementation of the transactions contemplated by the Plan, the Company’s ability to continue operating in the ordinary course, the potential benefits of the transactions contemplated by the Plan, including the Company’s ability to emerge from the Chapter 11 Cases as a private company.

Such risks and uncertainties include, among other things, risks attendant to the bankruptcy process, including the ability of the Company to consummate the Plan; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and the Company’s relationships with its vendors, customers, employees, and other stakeholders; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to satisfy the conditions and milestones, and to comply with the covenants under, the various agreements set forth in the Plan; changes in the Company’s ability to meet its financial obligations during the Chapter 11 Cases; the actions and decisions of creditors, regulators, and other third parties that have an interest in the Chapter 11 Cases; and other factors described in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Item 9.01.    Financial Statements and Exhibits.



(d)Exhibits

Exhibit
No.		Description
2.1
Confirmation Order, dated July 14, 2026 (filed herewith)
2.2
Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Inotiv, Inc. and its Affiliated Debtors (filed herewith)
99.1
Press Release, dated July 14, 2026
104Cover 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:July 15, 2026By:/s/ Beth Taylor
Beth Taylor
Chief Financial Officer,
Executive Vice President

Exhibit 99.1

Inotiv Announces Confirmation of Plan of Reorganization

Marks critical milestone in financial restructuring process, positioning Inotiv to emerge well-capitalized, with an improved balance sheet and support from key stakeholders
Company is poised to execute on long-term growth objectives
Operations continue as usual, including ongoing study execution and partner engagement

WEST LAFAYETTE, Ind. – (BUSINESS WIRE) – Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, or “Inotiv”), a leading Contract Research Organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, announced today that the U.S. Bankruptcy Court for the Southern District of Texas has confirmed the Company’s Plan of Reorganization (the “Plan”). With this approval in place, the Company expects to emerge from Chapter 11 protection shortly, with a significantly strengthened balance sheet, supported by Inotiv’s existing stakeholders, who collectively manage more than $60 billion in assets, and who provided additional capital to support the Company and the execution of its long-term objectives.

“We initiated this process with a clear objective: strengthen our financial foundation and position Inotiv to execute on our long-term strategy,” said Bob Leasure, President and Chief Executive Officer of Inotiv. “With Plan confirmation, we are nearing the finish line and are poised to emerge well-capitalized. I am proud of our team’s focus and execution throughout the process, which has allowed Inotiv to maintain continuity of service and delivery and remain focused on consistent quality, scientific rigor, and timelines for its clients. I am grateful to our clients and suppliers for their continued partnership.”

Inotiv continues to conduct normal business operations as it takes these final steps towards emergence, with a focus on providing clients with critical research models and services.

Additional information on the Company’s chapter 11 case can be found at https://restructuring.ra.kroll.com/Inotiv. Stakeholders can also contact Kroll, Inotiv’s noticing and claims agent, at (844) 408-3698 (for toll-free U.S. and Canada calls) or (646) 825-3849 (for tolled international calls).

Advisors

Inotiv is advised in this matter by Ropes & Gray LLP as legal counsel, Perella Weinberg Partners as investment banker, and FTI Consulting as financial and communications advisor. The Prepetition First Lien Lenders are advised by Davis Polk & Wardwell LLP as legal counsel and BRG as financial advisors. The Noteholder Ad Hoc Group is advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel.

About Inotiv

Inotiv, Inc. is a leading contract research organization dedicated to providing nonclinical and analytical drug discovery and development services and research models and related products and services. The Company’s products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases of development, all while increasing efficiency, improving data, and reducing the cost of taking new drugs and medical devices to market. Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their critical research and development projects, all while working together to build a healthier and safer world. Further information about Inotiv can be found here: https://www.inotiv.com/.

Contacts
Media Contact

Rachel Chesley / Rose Temple
InotivComms@fticonsulting.com

Source: View Original Filing on SEC EDGAR

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