Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Ninth Amendment to Credit Agreement; Bridge Facility

On May 14, 2026 (the "Ninth Amendment Effective Date"), Inotiv, Inc. (the "Company") entered into a Ninth Amendment to Credit Agreement (the "Ninth Amendment"), which amends that certain Credit Agreement, dated as of November 5, 2021 (as previously amended, the "Existing Credit Agreement"), among the Company, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Acquiom Agency Services LLC, as successor administrative agent (the "Administrative Agent") and as collateral agent (the "Collateral Agent").

The Ninth Amendment provides for, among other things, a new bridge facility in the form of delayed draw term loan commitments in an aggregate principal amount of $40.0 million (the "Bridge Facility"), to be provided by certain lenders party to the Ninth Amendment (the "Bridge Facility Lenders"). The proceeds of the Bridge Facility will be used to repay in full all outstanding revolving loans (including the fee owed to consenting revolving lenders in connection with that certain Third Amendment to Credit Agreement dated as of January 9, 2023, which fee was previously deferred under the terms thereof), together with all accrued interest thereon through the Ninth Amendment Effective Date, to evaluate strategic alternatives in accordance with specified milestones set forth therein, to pay related fees, costs and expenses incurred in connection with the Ninth Amendment, and for working capital and general corporate purposes.

On the Ninth Amendment Effective Date, the Company borrowed $27.5 million in a term loan under the Bridge Facility, and used such proceeds to repay in full all outstanding revolving loans under the Existing Credit Agreement, together with all accrued interest thereon and deferred fees, which amounted to approximately $14.3 million, and all revolving commitments under the Existing Credit Agreement were terminated. Amounts repaid or prepaid under the Bridge Facility may not be reborrowed.

The obligations under the Bridge Facility are guaranteed by each of the Company's subsidiary guarantors party to the Existing Credit Agreement (as amended by the Ninth Amendment, the "Amended Credit Agreement") and are secured by the collateral pledged under the existing security documents, consisting of substantially all of the assets of the Company and the subsidiary guarantors. In connection with the Ninth Amendment, each loan party reaffirmed its obligations under the guarantees set out in the Amended Credit Agreement and reaffirmed each lien granted to the Collateral Agent for the benefit of the secured parties.

In connection with the Ninth Amendment, (i) the Bridge Facility Lenders received a closing fee equal to 1.00% of the aggregate amount of the Bridge Facility commitments, which fee was paid in-kind by capitalizing and adding such amount to the principal amount of the Bridge Facility on the Ninth Amendment Effective Date (the "Bridge Facility PIK Fee"), and (ii) each existing term lender consenting to the Ninth Amendment (such consenting lenders representing 100% of the existing term loans) received a consent fee (the "PIK Consent Fee") equal to 2.50% of the aggregate outstanding principal amount of the term loans held by such lender, which PIK Consent Fee was similarly paid in-kind by capitalizing and adding such amount to the aggregate principal amount of such lender's term loans on the Ninth Amendment Effective Date.

As part of the Ninth Amendment, the lenders modified certain financial covenants under the Existing Credit Agreement, including: (a) excluding testing for the first lien net leverage ratio covenant for the fiscal quarter ended March 31, 2026, and (b) with respect to the minimum fixed charge covenant ratio, excluding testing of such covenant for the fiscal quarter ended March 31, 2026, and setting such covenant at 1.00:1.00 for the testing period ending June 30, 2026 and each fiscal quarter ending thereafter. Additionally, the loan parties will not be subject to the minimum liquidity covenant under the Existing Credit Agreement through June 29, 2026. The Ninth Amendment also provides for a temporary waiver of any cross-default that may arise under the Amended Credit Agreement as a result of the Company's failure to make the interest payment on its convertible senior notes described in Item 8.01 below through June 3, 2026.