[8-K] ZOETIS INC. Reports Material Event

Rhea-AI Filing Summary

On 31 Jul 2025, FitLife Brands (FTLF) executed an Asset Purchase and Sale Agreement to buy substantially all assets of Irwin Naturals for $42.5 million, a transaction approved the same day by the U.S. Bankruptcy Court for the Central District of California. The package includes Irwin’s nutritional-supplement and wellness business, inventory, supplies and key contracts. Closing is expected on or about 8 Aug 2025.

The purchase will be financed with existing cash and new borrowings: a $40.625 million five-year term loan—also earmarked to retire roughly $10.875 million of current debt—and a revolving credit facility of up to $10 million. A $5 million deposit has already been applied toward the price; only minor post-closing adjustments are anticipated. The APA contains customary reps, warranties and covenants.

Related exhibits: 10.1 (full APA) and 99.1 (press release dated 5 Aug 2025) are furnished with this Form 8-K.

Positive

• Strategic expansion: Acquisition adds a well-known supplement brand and distribution network.
• Bankruptcy-court approval lowers legal risk and excludes most legacy liabilities.
• Debt refinancing: New term loan retires higher-cost existing debt, potentially improving interest profile.

Negative

• Leverage increase: Net debt will rise materially, heightening financial risk.
• Execution uncertainty: Integration of a distressed business may strain resources.
• Closing not yet completed: Transaction remains subject to customary conditions.

Insights

M&A Specialist

TL;DR: Distressed-asset purchase expands product line but increases leverage; execution key.

The $42.5 million acquisition gives FitLife immediate scale in the branded supplement aisle and access to Irwin’s distribution relationships at a court-approved price. Using a $40.6 million term loan to both fund the deal and refinance $10.9 million of existing debt appears efficient, locking in five-year funding and preserving liquidity via a fresh $10 million revolver. Because Irwin is in bankruptcy, the asset-only structure limits legacy liabilities and could be accretive once integration synergies are captured. Overall, I view the transaction as strategically positive and potentially earnings-enhancing if management integrates quickly and maintains margins.

Risk Analyst

TL;DR: Higher leverage and integration risk temper benefits; watch covenant headroom.

Post-closing, total debt will climb by roughly $29.8 million after netting the retired balance, materially raising leverage for a micro-cap issuer with limited public float. The APA’s customary conditions still leave the deal susceptible to closing delays, and bankruptcy-stemming operational disruptions at Irwin could pressure near-term cash flows. Lenders may impose restrictive covenants on the new term loan and revolver; any earnings slippage could tighten liquidity. Investors should monitor final financing terms, synergy realization and potential dilution if equity is later used for de-leveraging.

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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): August 5, 2025

Zoetis Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35797

46-0696167

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification No.)

10 Sylvan Way

Parsippany

New Jersey

07054

(Address of principal executive offices)

(Zip Code)

(973) 822-7000

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐    Pre-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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ZTS

New York Stock Exchange

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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition

On August 5, 2025, Zoetis Inc. (the Company) issued a press release reporting its financial results for the second quarter of 2025 and its guidance for full year 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and the attached Exhibit 99.1 is being furnished to the Securities and Exchange Commission 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 the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.			Description
99.1			Press Release of Zoetis Inc. dated August 5, 2025, reporting Zoetis' financial results for the
			second quarter of 2025 and its guidance for full year 2025.
EX-101.INS			Inline XBRL INSTANCE DOCUMENT
EX-101.SCH			Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL			Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
EX-101.LAB			Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
EX-101.PRE			Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
EX-101.DEF			Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.

			Zoetis Inc.
August 5, 2025			By:			/S/ WETTENY JOSEPH
						Wetteny Joseph
						Executive Vice President and Chief Financial Officer

FAQ

What is FitLife Brands (FTLF) acquiring from Irwin Naturals?

FTLF will purchase substantially all of Irwin’s nutritional-supplement and wellness assets, including inventory, supplies and related contracts.

How much is FTLF paying for the Irwin assets?

The final purchase price is $42.5 million, with a $5 million deposit already applied.

How will FTLF finance the $42.5 million acquisition?

Funding will come from cash on hand, a $40.625 million five-year term loan and a revolver of up to $10 million.

When is the acquisition expected to close?

Management targets closing on or about 8 August 2025, pending customary conditions.

What happens to FTLF’s existing $10.875 million debt?

Proceeds from the new term loan will pay off, retire and replace that balance.

Where can investors find the full Asset Purchase Agreement?

The APA is filed as Exhibit 10.1 to this Form 8-K.