Material Event Form 8 K

Item 8.01. Other Events.

As previously disclosed, on August 7, 2024, PetIQ, Inc. ("PetIQ" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gula Buyer Inc. ("Parent"), a Delaware corporation, and Gula Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Parent, Merger Sub and the Company will effect a merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Bansk Group ("Bansk Group").

The Company filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") on September 16, 2024, in connection with the Merger.

Certain Litigation

Following the announcement of the Merger, three complaints have been filed in federal and state courts in New York by purported stockholders against, among others, PetIQ and its full Board of Directors in connection with the Merger: Lindstrom v. PetIQ, Inc., et al., Case No. 1:24-cv-06983 (S.D.N.Y. filed September 16, 2024) (the "Federal Action"), Thompson v. PetIQ, Inc., et al., Case No. 0655076/2024 (N.Y. Sup. Ct. filed September 25, 2024) and Johnson v. PetIQ, Inc., et al., Case No. 655105/2024 (N.Y. Sup. Ct. filed September 26, 2024) (collectively, the "State Court Actions" and, together with the Federal Action, the "Merger Actions"). The Federal Action asserts that the Proxy Statement omitted certain allegedly material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-9 promulgated under the Exchange Act, rendering the Proxy Statement false and misleading. The State Court Actions purport to allege negligence and negligent misrepresentation claims under New York common law relating to the Proxy Statement. The plaintiffs in the Merger Actions seek, among other things, an injunction enjoining consummation of the Merger, rescission of the Merger if consummated, costs, including attorneys' fees and experts' fees and expenses, and an order directing the filing of a proxy statement that does not contain any untrue statements of material fact.

As previously disclosed in the Proxy Statement, the Company also received demands on behalf of purported stockholders alleging that the Proxy Statement omitted certain purportedly material information.

While the Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law, in order to moot plaintiffs' disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined to voluntarily supplement certain disclosures in the Proxy Statement related to plaintiffs' claims with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material.

SUPPLEMENTAL DISCLOSURES

The Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety, including the cautionary notes regarding the risks and limitations associated with relying on prospective financial information. The inclusion in the Supplemental Disclosures to the Proxy Statement of certain summary unaudited prospective financial information should not be regarded as an indication that any of the Company, Parent or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material or to be necessarily predictive of actual future results, and such unaudited prospective financial information should not be relied upon as such. To the extent defined terms are used but not defined herein, they have the meanings set forth in the Proxy Statement.