UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
On November 5, 2021, Inotiv, Inc. (the “Company”) filed a Current Report on Form 8-K (the "Original Form 8-K") to report the consummation of its previously announced acquisition of Envigo RMS Holding Corp. (“Envigo”) through a merger of Envigo with a wholly owned subsidiary of the Company (the “Acquisition”).
This Amendment No.1 to the Original Form 8-K (“Amendment”) amends and supplements Item 9.01 of the Original Form 8-K to provide certain audited financial information of Envigo and certain pro forma financial information in connection with the Acquisition as described below. Any information required to be set forth in the Original Form 8-K which is not being amended or supplemented pursuant to this Amendment is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Original Form 8-K. Accordingly, this Amendment should be read in conjunction with the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses or Funds Acquired. |
| 1. | Audited financial statements of Envigo RMS Holding Corp. as of and for the nine months ended September 30, 2021, together with the notes thereto and the report of the independent auditor thereon are filed as Exhibit 99.1 to this Amendment. |
| (b) | Pro Forma Financial Information. |
| 1. | The Unaudited Pro Forma Condensed Combined Financial Information of the Company and Envigo RMS Holding Corp. is filed as Exhibit 99.2 to this Amendment. |
| (c) | None. |
| (d) | Exhibits |
The following exhibits are being filed as part of this report:
| Exhibit No. | Description | |
| 23.1 | Consent of BDO USA, LLP | |
| 99.1 | Audited financial statements of Envigo RMS Holding Corp. as of and for the nine months ended September 30, 2021 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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. | ||
| By: | /s/ Beth A. Taylor | |
| Date: December 23, 2021 | Beth A. Taylor | |
| Chief Financial Officer Vice President - Finance | ||