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
As previously disclosed, on April 30, 2021, Inotiv, Inc. (the “Company”) closed the acquisition of Bolder BioPath, Inc. (“Bolder”) through a merger of Bolder with a wholly owned subsidiary of the Company and the acquisition of Histotox Laboratories, LLC (“Histotox”) through a purchase of the outstanding equity interests in Histotox (collectively, the “Acquisitions”).
This Amendment No.1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements Item 9.01 of the original Form 8-K filed on April 30, 2021 (the “Initial Form 8-K”) to provide certain pro forma financial information in connection with the Acquisitions. Any information required to be set forth in the Initial Form 8-K which is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial 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 Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses or Funds Acquired. |
| 1. | The audited financial statements of HistoTox Labs, Inc. as of and for the fiscal year ended December 31, 2020, together with the notes thereto and the report of the independent auditor thereon, were filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed April 20, 2021 and are incorporated herein by reference. |
| 2. | The audited financial statements of Bolder BioPATH, Inc. as of and for the fiscal years ended December 31, 2019 and 2020, together with the notes thereto and the report of the independent auditor thereon, were filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed April 20, 2021 and are incorporated herein by reference. |
| (b) | Pro Forma Financial Information. |
| 1. | The unaudited pro forma condensed combined financial information of the Company, Bolder and Histotox is filed as Exhibit 99.1 to this Amendment No. 1. |
| (c) | None. |
| (d) | Exhibits |
The following exhibits are being filed as part of this report:
Exhibit No. |
| Description |
99.1 |
| Unaudited pro forma condensed combined financial information of the Company, Bolder and Histotox. |
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: | August 10, 2021 | By: | /s/ Beth A. Taylor |
Beth A. Taylor | |||
Chief Financial Officer | |||
Vice President - Finance | |||