0001104659-22-101366.txt : 20220920 0001104659-22-101366.hdr.sgml : 20220920 20220920090008 ACCESSION NUMBER: 0001104659-22-101366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220920 DATE AS OF CHANGE: 20220920 GROUP MEMBERS: CLAUS MOLLER GROUP MEMBERS: P2 CAPITAL FUND IV, L.P. GROUP MEMBERS: P2 CAPITAL MASTER FUND I, L.P. GROUP MEMBERS: SAVANNA HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Inotiv, Inc. CENTRAL INDEX KEY: 0000720154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 351345024 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52991 FILM NUMBER: 221252141 BUSINESS ADDRESS: STREET 1: 2701 KENT AVE CITY: WEST LAFAYETTE STATE: IN ZIP: 47906-1382 BUSINESS PHONE: 3174634527 MAIL ADDRESS: STREET 1: 2701 KENT AVENUE CITY: WEST LAFAYETTE STATE: IN ZIP: 47906-1382 FORMER COMPANY: FORMER CONFORMED NAME: BIOANALYTICAL SYSTEMS INC DATE OF NAME CHANGE: 19970918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: P2 Capital Partners, LLC CENTRAL INDEX KEY: 0001406313 IRS NUMBER: 202436330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 508-5500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 tm2226222d1_sc13da.htm SC 13D/A

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Inotiv, Inc.

 

 

(Name of Issuer)

 

Common Shares, no par value per share

 

 

(Title of Class of Securities)

 

45783Q100

 

 

(CUSIP Number)

 

Jason Carri
P2 Capital Partners, LLC
590 Madison Avenue, 25th Floor
New York, New York 10022
(212) 508-5500

 

with copies to:

 

Andrew Bab, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

 

 

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

 

September 16, 2022

 

 

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 45783Q100

 

1

NAME OF REPORTING PERSON.
P2 Capital Partners, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

 

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0 shares
 
8 SHARED VOTING POWER
715,705 shares
 
9 SOLE DISPOSITIVE POWER
0 shares
 
10 SHARED DISPOSITIVE POWER
715,705 shares
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,705 shares
 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
2.8%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 

 

 

 

 

CUSIP No. 45783Q100

 

1

NAME OF REPORTING PERSON.
P2 Capital Master Fund I, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies

 

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
715,705 shares
  
8 SHARED VOTING POWER
0 shares
 
9 SOLE DISPOSITIVE POWER
715,705 shares
 
10 SHARED DISPOSITIVE POWER
0 shares
  
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,705 shares
 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
2.8%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

 

 

 

 

 

CUSIP No. 45783Q100

 

1

NAME OF REPORTING PERSON.
P2 Capital Fund IV, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

 

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0 shares
  
8 SHARED VOTING POWER
0 shares
 
9 SOLE DISPOSITIVE POWER
0 shares
 
10 SHARED DISPOSITIVE POWER
0 shares
  
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN

 

 

 

 

 

CUSIP No. 45783Q100

 

1

NAME OF REPORTING PERSON.
Savanna Holdings, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

 

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0 shares
  
8 SHARED VOTING POWER
0 shares
 
9 SOLE DISPOSITIVE POWER
0 shares
 
10 SHARED DISPOSITIVE POWER
0 shares
  
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO

 

 

 

 

 

CUSIP No. 45783Q100

 

1

NAME OF REPORTING PERSON.
Claus Moller

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC

 

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark

 

NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0 shares
  
8 SHARED VOTING POWER
779,463 shares
 
9 SOLE DISPOSITIVE POWER
0 shares
 
10 SHARED DISPOSITIVE POWER
779,463 shares
  
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,463 shares
 
12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
3.0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Schedule 13D”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

 

Item 3Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended in relevant part as follows:

 

The information set forth in Item 5 below is incorporated herein by reference.

 

Item 4Purpose of Transaction

 

Item 4 is hereby amended in relevant part as follows:

 

The information set forth in Item 5 below is incorporated herein by reference.

 

Item 5Interest in Securities of the Issuer

 

Item 5 is hereby amended in relevant part as follows:

 

(a)-(b):

 

On September 16, 2022, Savanna Holdings distributed 2,946,961 Shares to Master Fund I and Fund IV, ratably, for no consideration. In addition, on September 16, 2022 Fund IV distributed 2,231,256 Shares to its partners, ratably, for no consideration, which included 63,758 Shares distributed to P2 Capital GP IV, LLC (“GP IV”).

 

As of the date hereof, Master Fund I holds directly 715,705 Shares, representing 2.8% of the outstanding Shares and Fund IV no longer holds any Shares. The Manager, as investment manager of the Funds, and Claus Moller, as managing member of the Manager, may each be deemed to own beneficially all Shares that are held directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of the Shares held directly by the Funds for all other purposes.

 

Mr. Moller is also the managing member of GP IV and may be deemed to own beneficially all Shares that are held directly by GP IV. Mr. Moller disclaims beneficial ownership of the Shares held directly by GP IV for all other purposes.

 

The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 25,593,313 Shares outstanding, based on the number of Shares outstanding as of August 3, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2022.

 

Following the distributions described above, Savanna Holdings no longer holds any Shares and is no longer subject to the voting arrangements under the Shareholders Agreement. As a result, the Reporting Persons are no longer deemed to constitute a “group” with Jermyn Street and the other shareholders party to the Shareholders Agreement for purposes of section 13(d) of the Securities Exchange Act of 1934, as amended.

 

(c) Except as set forth in Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days in any Shares.

 

(e) As of September 16, 2022, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the outstanding Shares.

 

Item 6Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 6 is hereby amended by adding the following paragraph after paragraph four of “Shareholders Agreement”:

 

As a result of the distributions described in Item 5 above, Savanna Holdings no longer satisfies the minimum ownership threshold set forth in the Shareholders Agreement to designate any members to the Issuer’s board of directors. Savanna Holdings also no longer has any voting rights or obligations and any registrations rights with respect to the Issuer’s Shares.

 

 

 

 

Item 7Material to Be Filed as Exhibits

 

Exhibit Description
     
1 Joint Filing Agreement, dated as of September 20, 2022, among Savanna Holdings, LLC, P2 Capital Master Fund I, L.P., P2 Capital Fund IV, L.P., P2 Capital Partners, LLC, and Claus Moller.

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 20, 2022

 

Savanna Holdings, LLC By: P2 Capital Master Fund I, L.P., as Managing Member
  By: P2 Capital Partners, LLC, as Investment Manager
     
  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member
     
P2 Capital Master Fund I, L.P. By: P2 Capital Partners, LLC, as Investment Manager
     
  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

P2 CapiTal Fund IV, L.P. By: P2 Capital Partners, LLC, as Investment Manager

 

  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

P2 Capital Partners, LLC /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

CLAUS MOLLER /s/ Claus Moller

 

 

 

 EX-1 2 tm2226222d1_ex1.htm EXHIBIT 1

 

Exhibit 1

 

Joint Filing Agreement

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Shares owned by each of them, of Inotiv, Inc., a corporation incorporated under the laws of the State of Indiana. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 20th day of September, 2022.

 

Savanna Holdings, LLC By: P2 Capital Master Fund I, L.P., as Managing Member
  By: P2 Capital Partners, LLC, as Investment Manager
     
  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member
     
P2 Capital Master Fund I, L.P. By: P2 Capital Partners, LLC, as Investment Manager
     
  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

P2 CapiTal Fund IV, L.P. By: P2 Capital Partners, LLC, as Investment Manager

 

  /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

P2 Capital Partners, LLC /s/ Claus Moller
  Name: Claus Moller
  Title: Managing Member

 

CLAUS MOLLER /s/ Claus Moller