NOTV / Inotiv, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

INOTIV, INC. Dated as of [__________] Senior Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [_____________]

Exhibit 4.3 INOTIV, INC. TO [] Trustee INDENTURE Dated as of [] Senior Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 §311(a) 613 (b) 613 §312(a) 701, 702(a) (b) 702(b) (c) 702(c) §313(a) 7

As filed with the Securities and Exchange Commission on August 29, 2025

As filed with the Securities and Exchange Commission on August 29, 2025 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Inotiv, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effect

INOTIV, INC. Dated as of [__________] Subordinated Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [_____________]

Exhibit 4.4 INOTIV, INC. TO [] Trustee INDENTURE Dated as of [] Subordinated Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 §311(a) 613 (b) 613 §312(a) 701, 702(a) (b) 702(b) (c) 702(c) §31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

Fourth Amended and Restated Bylaws of Inotiv, Inc. as amended through August 6, 2025 (marked to show amendments effective August 6, 2025)(filed herewith).

Exhibit 3.3 THIRDFOURTH AMENDED AND RESTATED BYLAWS OF INOTIV, INC. (Including Amendments through November 2, 2022August 6, 2025) ARTICLE I. Records Pertaining To Share Ownership Section 1.1. Recognition of Shareholders. Inotiv, Inc. (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive divid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 0

Fourth Amended and Restated Bylaws of Inotiv, Inc. as amended through August 6, 2025 (filed herewith).

Exhibit 3.2 FOURTH AMENDED AND RESTATED BYLAWS OF INOTIV, INC. (Including Amendments through August 6, 2025) ARTICLE I. Records Pertaining To Share Ownership Section 1.1. Recognition of Shareholders. Inotiv, Inc. (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive dividends and to vote thos

CORRECTING and REPLACING - Inotiv Reports Third Quarter Financial Results for Fiscal 2025 and Provides Business Update In a release issued under the same headline on August 6, 2025 by Inotiv, Inc. (NASDAQ: NOTV), please note that the amount of the re

Exhibit 99.1 CORRECTING and REPLACING - Inotiv Reports Third Quarter Financial Results for Fiscal 2025 and Provides Business Update In a release issued under the same headline on August 6, 2025 by Inotiv, Inc. (NASDAQ: NOTV), please note that the amount of the recent draw request on the revolving credit facility has been corrected. The corrected release follows: –Third quarter fiscal 2025 revenue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commi

Inotiv Reports Third Quarter Financial Results for Fiscal 2025 and Provides Business Update –Third quarter fiscal 2025 revenue up 23.5% to $130.7 million –Year-to-date fiscal 2025 revenue increased 4.0% to $374.9 million –Conference call scheduled fo

Exhibit 99.1 Inotiv Reports Third Quarter Financial Results for Fiscal 2025 and Provides Business Update –Third quarter fiscal 2025 revenue up 23.5% to $130.7 million –Year-to-date fiscal 2025 revenue increased 4.0% to $374.9 million –Conference call scheduled for today at 4:30 pm ET WEST LAFAYETTE, IN, August 6, 2025 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company”), a leading contract research organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

4,146,250 Common Shares Offered by the Selling Shareholders

Filed Pursuant to Rule 424(b)(7) Registration No. 333-282491 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated October 15, 2024) 4,146,250 Common Shares Offered by the Selling Shareholders This prospectus supplement No. 2 (“Prospectus Supplement No. 2”) supplements the prospectus dated October 15, 2024 included in the Registration Statement on Form S-3 (No. 333-282491), as supplemented by the prosp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 2025 Investor Day Meeting with Management Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, statements regarding our intent, belief or curre

ex991inotivinvestorday2 May 2025 Investor Day Meeting with Management Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties including, but not limited to, statements regarding our intent, belief or current expectations with respect to (i) our strategic plans and future financial results; (ii) trends in the demand for our servic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Inotiv, Inc. Executive Change in Control Severance Plan

INOTIV, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN ARTICLE I PURPOSE This Executive Change in Control Severance Plan has been established by Inotiv, Inc. (the “Company”) on January 25, 2022 (the “Effective Date”), and amended and restated effective March 14, 2025, to provide Participants the opportunity to receive severance protection in connection with a Change in Control of the Company. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number

Inotiv Reports Second Quarter Financial Results for Fiscal 2025 and Provides Business Update –Second quarter fiscal 2025 revenue increased 4.4% to $124.3 million –Year-to-date fiscal 2025 revenue declined 4.1% to $244.2 million –Conference call sched

Exhibit 99.1 Inotiv Reports Second Quarter Financial Results for Fiscal 2025 and Provides Business Update –Second quarter fiscal 2025 revenue increased 4.4% to $124.3 million –Year-to-date fiscal 2025 revenue declined 4.1% to $244.2 million –Conference call scheduled for today at 4:30 pm ET WEST LAFAYETTE, IN, May 7, 2025 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company”), a leading contract research o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Inotiv, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common shares, no par value

As filed with the Securities and Exchange Commission on March 13, 2025.

As filed with the Securities and Exchange Commission on March 13, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation or organization) 35-1345024 (I.R.S. Employer Id

Inotiv, Inc. 2024 Equity Incentive Plan, as amended March 13, 2025

Exhibit 10.1 INOTIV, INC. 2024 EQUITY INCENTIVE PLAN (As Amended March 13, 2025) SECTION 1. Purpose and Types of Awards 1.1 The purposes of the Inotiv, Inc. 2024 Equity Incentive Plan (the “Plan”) are to enable the Company to attract, retain and reward its employees, officers and directors, and to strengthen the mutuality of interests between such persons and the Company's shareholders by offering

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Numb

Inotiv Reports First Quarter Financial Results for Fiscal 2025 and Provides Business Update –Enhanced liquidity by $27.5 million through the issuance of 6.9 million common shares –First quarter fiscal 2025 revenue declined 11.5% to $119.9 million –Co

Exhibit 99.1 Inotiv Reports First Quarter Financial Results for Fiscal 2025 and Provides Business Update –Enhanced liquidity by $27.5 million through the issuance of 6.9 million common shares –First quarter fiscal 2025 revenue declined 11.5% to $119.9 million –Conference call scheduled for today at 4:30 pm ET WEST LAFAYETTE, IN, February 5, 2025 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company”), a lea

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

4,146,250 Common Shares Offered by the Selling Shareholders

Filed Pursuant to Rule 424(b)(7) Registration No. 333-282491 PROSPECTUS SUPPLEMENT (To Prospectus dated October 15, 2024) 4,146,250 Common Shares Offered by the Selling Shareholders This prospectus supplement supplements the prospectus dated October 15, 2024 included in the Registration Statement on Form S-3 (No. 333-282491) that we filed with the Securities and Exchange Commission covering the re

Inotiv, Inc. Announces Pricing of Public Offering of 6,000,000 Common Shares

Exhibit 99.2 Inotiv, Inc. Announces Pricing of Public Offering of 6,000,000 Common Shares WEST LAFAYETTE, IN, December 18, 2024 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, today announced the pricing of its underwritte

, 2024, between the Company and Lake Street Capital Markets, LLC.

Exhibit 1.1 6,000,000 Shares INOTIV, INC. COMMON SHARES UNDERWRITING AGREEMENT December 18, 2024 LAKE STREET CAPITAL MARKETS, LLC As Representative of the several Underwriters 920 Second Avenue South, Suite 700 Minneapolis, Minnesota 55402 Ladies and Gentlemen: 1.INTRODUCTORY. Inotiv, Inc., an Indiana corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the un

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

6,000,000 Shares Inotiv, Inc. Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266962 PROSPECTUS SUPPLEMENT (To Prospectus dated August 31, 2022) 6,000,000 Shares Inotiv, Inc. Common Shares We are offering 6,000,000 of our common shares in this offering. Our common shares are listed on The Nasdaq Capital Market under the symbol “NOTV.” On December 17, 2024, the last reported sale price of our common shares on The Nasdaq C

Inotiv, Inc. Launches Proposed Public Offering of Common Shares

Exhibit 99.1 Inotiv, Inc. Launches Proposed Public Offering of Common Shares WEST LAFAYETTE, IN, December 17, 2024 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, today announced commencement of a proposed underwritten pub

The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266962 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where such offer or sale is not permitted. SUBJECT TO COMPLETION, DAT

Amendment No. 3 to Stock Purchase Agreement, dated October 23, 2024, by and among Envigo Global Services, Inc., Inotiv, Inc. and Orient Bio, Inc. (incorporated by reference to Exhibit 2.5 to Form 10-K filed December 4, 2024).

Exhibit 2.4 AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT This Amendment No. 3 to Stock Purchase Agreement (the “Amendment”), dated as of , 2024, is made and entered into on the terms and conditions hereinafter set forth, by and among Envigo Global Services Inc. (“Buyer”), Inotiv, Inc. (“Parent,” and together with Buyer, “Inotiv”), and Orient Bio, Inc. (“Seller”). Unless otherwise specifically defin

Inotiv, Inc. Executive Change in Control Severance Plan (filed herewith).*

Exhibit 10.27 INOTIV, INC. EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN ARTICLE I PURPOSE This Executive Change in Control Severance Plan has been established by Inotiv, Inc. (the “Company”) on January 25, 2022 (the “Effective Date”) to provide Participants the opportunity to receive severance protection in connection with a Change in Control of the Company. The purpose of the Plan is to ensure the

Description of Capital Stock (filed herewith).

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The authorized capital stock of Inotiv, Inc. (“we,” “our,” “us,” or the “Company”) consists of 74,000,000 common shares and 1,000,000 preferred shares. The following summary of the terms of our capital stock does not purport to be complete, may have changed since the date of filing and is qualified in its entirety by reference to our second amended and rest

Subsidiaries of the Registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization 1 Inotiv Research Models, LLC Indiana 2 BAS Evansville, Inc. Indiana 3 Seventh Wave Laboratories, LLC Indiana 4 BASi Gaithersburg, LLC Indiana 5 Inotiv Nashville, LLC Indiana 6 Inotiv Boulder, LLC Indiana 7 Integrated Laboratory Systems, LLC North Carolina 8 Bronco Research Services, LLC Indiana 9 Histion, LLC Washington 10 Inotiv N

Insider Trading Policy (filed herewith)

Exhibit 19.1 INOTIV, INC. INSIDER TRADING POLICY Version Effective Date: December 3, 2024 Purpose Federal and state securities laws prohibit individuals from trading in the securities of a company while they are aware of material information about that company that is not generally known or available to the public. Such trading is often referred to as "insider trading." The purpose of this Insider

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2024. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 000

Amendment No. 2 to Stock Purchase Agreement, dated May 24, 2024, by and among Envigo Global Services, Inc., Inotiv, Inc. and Orient Bio, Inc. (incorporated by reference to Exhibit 2.4 to Form 10-K filed December 4, 2024).

Exhibit 2.4 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT This Amendment No. 2 to Stock Purchase Agreement (the “Amendment”), dated as of , 2024, is made and entered into on the terms and conditions hereinafter set forth, by and among Envigo Global Services Inc. (“Buyer”), Inotiv, Inc. (“Parent,” and together with Buyer, “Inotiv”), and Orient Bio, Inc. (“Seller”). Unless otherwise specifically defin

Offer Letter from the Company to Adrian Hardy, dated June 4, 2024 (filed herewith).*

Exhibit 10.16 June 4, 2024 Dear Adrian: This letter is to confirm our previous conversation on your promotion to Chief Commercial Officer and is a follow-up to the Board’s approval to increase your base salary and include you as Section 16 Officer on June 4, 2024. The changes to your compensation effective June 4, 2024 are as follows. Compensation Changes: Title: Chief Commercial Officer Base Sala

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Inotiv Reports Fourth Quarter and Full Year Financial Results for Fiscal 2024 and Provides Business Update –Enhanced liquidity through issuance of Second Lien Notes –Obtained amendment to credit agreement and extended note payable –Fourth quarter fis

Exhibit 99.1 Inotiv Reports Fourth Quarter and Full Year Financial Results for Fiscal 2024 and Provides Business Update –Enhanced liquidity through issuance of Second Lien Notes –Obtained amendment to credit agreement and extended note payable –Fourth quarter fiscal 2024 revenue down 7.3% to $130.4 million –Full year fiscal 2024 revenue down 14.3% to $490.7 million –Conference call begins today at

October 10, 2024

October 10, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Inotiv, Inc. Registration Statement on Form S-3 File Number 333-282491 Ladies and Gentlemen: Inotiv, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern tim

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Inotiv, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equ

As filed with the Securities and Exchange Commission on October 3, 2024

As filed with the Securities and Exchange Commission on October 3, 2024 Registration No.

Fee Letter, dated as of September 13, 2024, between the Company and Jermyn Street Capital LLC

Execution Version JERMYN STREET CAPITAL 590 Madison Avenue 38th Floor New York, NY 10021 c/o: Scott Cragg CONFIDENTIAL September 13, 2024 Inotiv, Inc.

Security Agreement, dated as of September 13, 2024, between the Company and certain of its subsidiaries from time to time party thereto and U.S. Bank Trust Company, National Association

EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT among INOTIV, INC., as Issuer, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as NOTES COLLATERAL AGENT Dated as of September 13, 2024 TABLE OF CONTENTS Page(s) ARTICLE I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 10 SECTION 1.3 Resolution of Drafting Ambiguities 11 SECTION 1

Form of Purchase Agreement, dated as of September 13, 2024, between the Company and certain investors named therein

Execution Version INOTIV, INC. $22,000,000 15.00% Senior Secured Second Lien PIK Notes due 2027 and Warrants to Purchase 3,946,250 Common Shares Purchase Agreement September 13, 2024 The several Initial Purchasers listed on Schedule I hereto Ladies and Gentlemen: Inotiv, Inc., an Indiana corporation (the “Issuer”), proposes to issue and sell to the several purchasers listed in Schedule I hereto (t

Inotiv, Inc. Amends Its Credit Agreement and Secures Additional Liquidity

Exhibit 99.1 Inotiv, Inc. Amends Its Credit Agreement and Secures Additional Liquidity WEST LAFAYETTE, IN, September 16, 2024 – Inotiv, Inc. (Nasdaq: NOTV) (the “Company” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, has amended certain terms of its Cre

Form of Registration Rights Agreement, dated as of September 13, 2024, between the Company and certain investors named therein

Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2024, is by and among the undersigned (together with any of their permitted transferees and assigns pursuant to Section 9 hereof) (collectively, the “Investors” and each, an “Investor”), and Inotiv, Inc.

Indenture, dated as of September 13, 2024, between the Company and U.S. Bank Trust Company, National Association.

Execution Version INOTIV, INC., as the Issuer, THE GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent, INDENTURE Dated as of September 13, 2024 $22,550,000 15.00% Senior Secured Second Lien PIK Notes due 2027 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Terms Generally 1 SEC

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Numbe

Form of Warrant

Execution Version [FORM OF] WARRANT CERTIFICATE THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF WERE ISSUED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.

Seventh Amendment to the Credit Agreement, dated as of September 13, 2024, between the Company, the Subsidiary Guarantors and the lenders party thereto

Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of September 13, 2024 (this “Seventh Amendment”) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, that certain Second Amendment to Credit Agreement, dated as of December 29, 2022,

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Inotiv, Inc. 2024 Equity Incentive Plan (filed herewith).

INOTIV, INC. 2024 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Inotiv, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page a

Up to $50,000,000 INOTIV, INC. Common Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266962 PROSPECTUS SUPPLEMENT (To prospectus dated August 31, 2022) Up to $50,000,000 INOTIV, INC. Common Shares We have entered into an Open Market Sale AgreementSM, or the sales agreement, with Jefferies LLC, or Jefferies, relating to common shares offered by this prospectus supplement. In accordance with the terms of the sales agreement, we m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 0

Form of Restricted Stock Unit Award Agreement (Employees) under the Inotiv, Inc. 2024 Equity Incentive Plan (filed herewith).

INOTIV, INC. 2024 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Inotiv, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page a

Open Market Sale Agreement by and between Inotiv, Inc. and Jefferies LLC, dated August

EX-1.1 2 exhibit11-8xk.htm EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM August 9, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Inotiv, Inc., an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), common sh

Form of Non-Qualified Stock Option Award Agreement under the Inotiv, Inc. 2024 Equity Incentive Plan (filed herewith).

INOTIV, INC. 2024 EQUITY INCENTIVE PLAN Non-Qualified Stock Option Award Agreement Inotiv, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants an award of Stock Options to you, the Participant named below. The terms and conditions of this Award are set forth in this Non-Qualified Stock Option Award Agreement (the “Agreement”), consisting of this cover page

Sixth Amendment to Credit Agreement dated as of August 7, 2024, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto, and Jefferies Finance LLC (filed herewith).

Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of August 7, 2024 (this “Sixth Amendment”) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, that certain Second Amendment to Credit Agreement, dated as of December 29, 2022, that cert

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

Inotiv Reports Third Quarter Financial Results for Fiscal 2024 and Provides Business Update – Third quarter fiscal 2024 revenue down 32.8% to $105.8 million –Year-to-date fiscal 2024 revenue down 16.5% to $360.3 million –Conclusion of certain governm

Exhibit 99.1 Inotiv Reports Third Quarter Financial Results for Fiscal 2024 and Provides Business Update – Third quarter fiscal 2024 revenue down 32.8% to $105.8 million –Year-to-date fiscal 2024 revenue down 16.5% to $360.3 million –Conclusion of certain government investigations –Site optimization projects complete –Conference call begins today at 4:30 pm ET WEST LAFAYETTE, IN, August 8, 2024– I

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

Resolution Agreement, dated as of June 3, 2024, among Inotiv, Inc., Envigo RMS, LLC, Envigo Global Services, Inc., the United States Attorney’s Office for the Western District of Virginia and the Environmental Crimes Section of the United States Department of Justice, Environment and Natural Resources Division

In re: Inotiv, Inc. Resolution Agreement UNITED STATES DISTRICT COURT WESTERN DISTRICT OF VIRGINIA LYNCHBURG DIVISION IN RE: ) ) INOTIV, INC. ) Case No. 6:24MC00001 ) ) RESOLUTION AGREEMENT 1.The United States Attorney’s Office for the Western District of Virginia and the Environmental Crimes Section of the United States Department of Justice, Environment and Natural Resources Division (collective

Fifth Amendment to Credit Agreement, dated as of June 2, 2024, among Inotiv, Inc., certain subsidiaries of the Company, the lenders party thereto, and Jefferies Finance LLC

Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of June 2, 2024 (this “Fifth Amendment”) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, that certain Second Amendment to Credit Agreement, dated as of December 29, 2022, that certai

Plea Agreement, dated as of June 3, 2024, among Envigo RMS, LLC, Envigo Global Services, Inc., the United States Attorney’s Office for the Western District of Virginia and the Environmental Crimes Section of the United States Department of Justice, Environment and Natural Resources Division

Attachment 2 to Resolution Agreement Plea Agreement In re: Inotiv, Inc. UNITED STATES DISTRICT COURT WESTERN DISTRICT OF VIRGINIA LYNCHBURG DIVISION UNITED STATES OF AMERICA ) ) v. ) Case No. 6:24CR6 ) ENVIGO RMS, LLC ) ENVIGO GLOBAL SERVICES, INC. ) PLEA AGREEMENT As part of a broader resolution set forth in the Resolution Agreement between the United States and Inotiv, Inc. (attached as Attachme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Inotiv, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common shares, no par value

As filed with the Securities and Exchange Commission on May 24, 2024.

As filed with the Securities and Exchange Commission on May 24, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation or organization) 35-1345024 (I.R.S. Employer Iden

As filed with the Securities and Exchange Commission on May 24, 2024.

As filed with the Securities and Exchange Commission on May 24, 2024. Registration No. 333-153734 Registration No. 333-228747 Registration No. 333-237580 Registration No. 333-261025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153734 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 24, 2024.

As filed with the Securities and Exchange Commission on May 24, 2024. Registration No. 333-153734 Registration No. 333-228747 Registration No. 333-237580 Registration No. 333-261025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153734 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 24, 2024.

As filed with the Securities and Exchange Commission on May 24, 2024. Registration No. 333-153734 Registration No. 333-228747 Registration No. 333-237580 Registration No. 333-261025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153734 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 24, 2024.

As filed with the Securities and Exchange Commission on May 24, 2024. Registration No. 333-153734 Registration No. 333-228747 Registration No. 333-237580 Registration No. 333-261025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-153734 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number

Inotiv, Inc. 2024 Equity Incentive Plan (filed herewith)

EXHIBIT 10.1 INOTIV, INC. 2024 EQUITY INCENTIVE PLAN SECTION 1. Purpose and Types of Awards 1.1 The purposes of the Inotiv, Inc. 2024 Equity Incentive Plan (the “Plan”) are to enable the Company to attract, retain and reward its employees, officers and directors, and to strengthen the mutuality of interests between such persons and the Company's shareholders by offering such persons an equity inte

Fourth Amendment to Credit Agreement dated as of May 14, 2024, by and among

Exeution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of May 14, 2024 (this “Fourth Amendment”) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, that certain Second Amendment to Credit Agreement, dated as of December 29, 2022, that cert

Inotiv Reports Second Quarter Financial Results for Fiscal 2024 and Provides Business Update – Second quarter fiscal 2024 revenue down 21.5% to $119.0 million –Year-to-date fiscal 2024 revenue down 7.2% to $254.5 million –Agreement in principle reach

Exhibit 99.1 Inotiv Reports Second Quarter Financial Results for Fiscal 2024 and Provides Business Update – Second quarter fiscal 2024 revenue down 21.5% to $119.0 million –Year-to-date fiscal 2024 revenue down 7.2% to $254.5 million –Agreement in principle reached with the U.S. Department of Justice on related matter –Site optimization projects near completion –Conference call begins today at 4:3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-00044 CUSIP NUMBER 039483102 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-00044 CUSIP NUMBER 039483102 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o  Form N-CSR For Period Ended: March 31, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

NOTV / Inotiv, Inc. / Jermyn Street Associates LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Inotiv, Inc. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 45783Q100 (CUSIP Number) Jermyn Street Associates LLC 660 Madison Avenue, 15th Floor New York, New York 10065 (212) 813-9203 with copies to: John Papachris

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

Inotiv Reports First Quarter Financial Results for Fiscal 2024 and Provides Business Update – First quarter fiscal 2024 revenue up 10.3% to $135.5 million –First quarter fiscal 2024 DSA revenue up 8.8% to $44.7 million and RMS revenue up 11.1% to $90

Exhibit 99.1 Inotiv Reports First Quarter Financial Results for Fiscal 2024 and Provides Business Update – First quarter fiscal 2024 revenue up 10.3% to $135.5 million –First quarter fiscal 2024 DSA revenue up 8.8% to $44.7 million and RMS revenue up 11.1% to $90.8 million –Shift to a renewed focus on sales and marketing as near-term infrastructure projects near completion –Conference call begins

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Offer Letter from the Company to Andrea Castetter, dated October 13, 2023 (filed herewith)*

Exhibit 10.34 October 13, 2023 Dear Andrea, On behalf of Inotiv, I am pleased to offer you a position as Senior Vice President, General Counsel and Corporate Secretary. Your role will be based out of our US-IN-Indianapolis location. Your anticipated start date is October 23, 2023. In this role, you will report to Robert Leasure, Chief Executive Officer. The base gross salary will be $385,000.00 an

Employment Agreement between the Company and Mike Garrett, dated June 4, 2019 (filed herewith)*

Exhibit 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement') is entered into as of June 4, 2019, by and between Envigo RMS, LLC (the "Company"), and MIKE GARRETT ("Executive") (collectively, the "Parties"). This Agreement amends, restates and supersedes any prior written employment agreement between the Parties and any other written or unwritten agreement or understanding betwee

Inotiv, Inc. Compensation Recovery Policy (filed herewith).

Exhibit 97.1 INOTIV, INC. COMPENSATION RECOVERY POLICY Effective October 2, 2023 Policy The Board of Directors (the “Board”) of Inotiv, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder

Subsidiaries of the Registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization 1 Inotiv Research Models, LLC Indiana 2 BAS Evansville, Inc. Indiana 3 Seventh Wave Laboratories, LLC Indiana 4 BASi Gaithersburg, LLC Indiana 5 Bronco Research Services, LLC Indiana 6 Histion, LLC Washington 7 Inotiv Boulder, LLC Indiana 8 Integrated Laboratory Systems, LLC North Carolina 9 Inotiv Nashville, LLC Indiana 10 Envigo G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2023. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 000

Offer Letter from the Company to Brennan Freeman, dated June 18, 2021 (filed herewith)*

Exhibit 10.33 June 18, 2021 Dear Brennan, On behalf of lnotiv, I am pleased to offer you the position of Corporate Controller. In this role, you will report to Beth Taylor, Chief Financial Officer. Your start date is planned for July 12, 2021 or on a mutually agreed upon date between you and the company. The following paragraphs will explain in detail the many great benefits that come with joining

Offer Letter from the Company to Jeff Krupp, dated December 29, 2021 (filed herewith)*

Exhibit 10.32 December 29, 2021 Dear Jeff, On behalf of lnotiv, I am pleased to offer you the position of Senior Vice President, Human Resources located in Indianapolis, In. In this role, you will be report to Bill Pitchford, Chief Human Resources Officer. Your start is planned for March 2022, or on a mutually agreed upon date between you and the company. The following paragraphs will explain in d

Inotiv Reports Fourth Quarter and Full Year Financial Results for Fiscal 2023 and Provides Business Update – Fiscal year 2023 revenue up 4.5% to $572.4 million, achieving full year revised guidance –Achievements in the past fiscal year to expand DSA

Exhibit 99.1 Inotiv Reports Fourth Quarter and Full Year Financial Results for Fiscal 2023 and Provides Business Update – Fiscal year 2023 revenue up 4.5% to $572.4 million, achieving full year revised guidance –Achievements in the past fiscal year to expand DSA capacity, develop new services and reduce outsourcing expected to drive continued growth of fiscal 2024 DSA revenues –Anticipate achievin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Inotiv, Inc. Announces Changes to its Board Composition

Exhibit 99.1 Inotiv, Inc. Announces Changes to its Board Composition WEST LAFAYETTE, IN – October 16, 2023 - Inotiv, Inc. (Nasdaq: NOTV), a leading contract research organization, today announced the appointment of Terry Coelho to its Board of Directors. Ms. Coelho is replacing Richard A. Johnson PhD, who is leaving the Board as part of the Board’s succession planning. Ms. Coelho was also appointe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 0

Inotiv Reports Third Quarter Financial Results for Fiscal 2023 and Provides Business Update Conference call begins today at 4:30 pm ET

Exhibit 99.1 Inotiv Reports Third Quarter Financial Results for Fiscal 2023 and Provides Business Update Conference call begins today at 4:30 pm ET WEST LAFAYETTE, IN, August 10, 2023– Inotiv, Inc. (Nasdaq: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Amendment No. 1 to Stock Purchase Agreement, dated April 4, 2023, by and among Envigo Global Services, Inc., Inotiv, Inc. and Orient Bio, Inc. (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed May 15, 2023)

Exhibit 2.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”), dated as of April , 2023, is made and entered into on the terms and conditions hereinafter set forth, by and among Envigo Global Services Inc. (“Buyer”), Inotiv, Inc. (“Parent,” and together with Buyer, “Inotiv”), and Orient Bio, Inc. (“Seller”). Unless otherwise specifically

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Inotiv, Inc. Announces Second Quarter Fiscal 2023 Financial Results Updates Select Full Year Fiscal 2023 Financial Guidance

Exhibit 99.1 Inotiv, Inc. Announces Second Quarter Fiscal 2023 Financial Results Updates Select Full Year Fiscal 2023 Financial Guidance WEST LAFAYETTE, IN, May 11, 2023– Inotiv, Inc. (Nasdaq: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Numb

NOTV / Inotiv Inc / ISZO CAPITAL LP Passive Investment

SC 13G/A 1 inotiv13ga-021423.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Inotiv, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 45783Q100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

Inotiv, Inc. Announces First Quarter Fiscal 2023 Financial Results Reiterates Select Full Year Fiscal 2023 Financial Guidance

Exhibit 99.1 Inotiv, Inc. Announces First Quarter Fiscal 2023 Financial Results Reiterates Select Full Year Fiscal 2023 Financial Guidance WEST LAFAYETTE, IN, February 13, 2023– Inotiv, Inc. (Nasdaq: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and rela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm234576d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Third Amendment to Credit Agreement, dated as of January 9, 2023, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto and Jefferies Finance LLC (incorporated by reference to Exhibit 10.27 to Form 10-K filed January 13, 2023).

Exhibit 10.27 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 9, 2023 (this “Third Amendment”) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, and that certain Second Amendment to Credit Agreement, dated as of December 29, 2022, and as f

Subsidiaries of the Registrant (filed herewith).

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization 1 BAS Evansville, Inc. Indiana 2 BASi Gaithersburg, LLC Indiana 3 Bronco Research Services, LLC Indiana 4 Envigo Bioproducts, Inc. Indiana 5 Envigo Global Services, Inc. Pennsylvania 6 Envigo Holding I, Inc. Delaware 7 Envigo RMS B.V., Inc. Delaware 8 Envigo RMS, LLC Delaware 9 ERPP, Inc. Delaware 10 Histion, LLC Washington 11 Inoti

Third Amended and Restated Bylaws of Inotiv, Inc. as amended through November 2, 2022 (incorporated by reference to Exhibit 3.2 to Form 10-K filed January 13, 2023).

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF INOTIV, INC. (Including Amendments through November 2, 2022) ARTICLE I. Records Pertaining To Share Ownership Section 1.1. Recognition of Shareholders. Inotiv, Inc. (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive dividends and to vote tho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number 000

Inotiv, Inc. Announces Fourth Quarter and Full Year Fiscal 2022 Financial Results Provides Select First Quarter and Full Year Fiscal 2023 Financial Guidance

Exhibit 99.1 Inotiv, Inc. Announces Fourth Quarter and Full Year Fiscal 2022 Financial Results Provides Select First Quarter and Full Year Fiscal 2023 Financial Guidance WEST LAFAYETTE, IN, January 10, 2023– Inotiv, Inc. (Nasdaq: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development service

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2023 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Second Amendment to Credit Agreement, dated as of December 29, 2022, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto and Jefferies Finance LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 5, 2023).

Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of December 29, 2022 (this ?Second Amendment?) amends that certain Credit Agreement, dated as of November 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2022, and as further amended, restated, amended and restated, supplemented or

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-23357 CUSIP NUMBER 45783Q100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨  Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T

Inotiv, Inc. Provides Business Update and Select Preliminary Fiscal Year 2022 Financial Results Delays Release of Full Financial Results for the Fourth Quarter and Fiscal Year Ended September 30, 2022

Exhibit 99.1 Inotiv, Inc. Provides Business Update and Select Preliminary Fiscal Year 2022 Financial Results Delays Release of Full Financial Results for the Fourth Quarter and Fiscal Year Ended September 30, 2022 WEST LAFAYETTE, IN – December 12, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

Inotiv, Inc. Announces Additional Site Consolidation Plan in the U.S., Intent to Consult with Employee Representatives for a Proposed Consolidation of Certain European and U.K. Sites, and Update on Site Optimization Plans in Process

Exhibit 99.1 Inotiv, Inc. Announces Additional Site Consolidation Plan in the U.S., Intent to Consult with Employee Representatives for a Proposed Consolidation of Certain European and U.K. Sites, and Update on Site Optimization Plans in Process WEST LAFAYETTE, IN - November 29, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number

Third Amended and Restated Bylaws, as amended through November 2, 2022

Exhibit 3.1 secondTHIRD AMENDED AND RESTATED BYLAWS OF Inotiv, INC. (Including Amendments through March 18, 2021November 2, 2022) ARTICLE I. Records Pertaining To Share Ownership Section 1.1. Recognition of Shareholders. Inotiv, Inc. (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive divid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Com

Third Amended and Restated Bylaws, as amended through November 2, 2022

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF Inotiv, INC. (Including Amendments through November 2, 2022) ARTICLE I. Records Pertaining To Share Ownership Section 1.1. Recognition of Shareholders. Inotiv, Inc. (the “Corporation”) is entitled to recognize a person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive dividends and to vote tho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

NOTV / Inotiv Inc / Jermyn Street Associates LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Inotiv, Inc. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 45783Q100 (CUSIP Number) Jermyn Street Associates LLC 660 Madison Avenue, 15th Floor New York, New York 10065 (212) 813-9203 with copies to: Kimberly C. Pe

NOTV / Inotiv Inc / P2 Capital Partners, LLC - SC 13D/A Activist Investment

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

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

August 29, 2022

August 29, 2022 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Inotiv, Inc. Registration Statement on Form S-3 File Number 333-266962 Ladies and Gentlemen: Inotiv, Inc. (the ?Company?) hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time

As filed with the Securities and Exchange Commission on August 25, 2022

As filed with the Securities and Exchange Commission on August 25, 2022 Registration No.

Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 (Registration No. 333-266962) filed on August 18, 2022).

Exhibit 4.3 INOTIV, INC. TO [] Trustee INDENTURE Dated as of [] Senior Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311 (a) 613 (b) 613 ?312 (a) 701, 702(a) (b) 702(b) (c) 702(c) ?313 (

Form of Subordinated Indenture (incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 (Registration No. 333-266962) filed on August 18, 2022).

Exhibit 4.4 INOTIV, INC. TO [] Trustee INDENTURE Dated as of [] Subordinated Debt Securities Inotiv, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [] Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 ?311(a) 613 (b) 613 ?312(a) 701, 702(a) (b) 702(b) (c) 702(c) ?31

Powers of Attorney (included on signature page)

As filed with the Securities and Exchange Commission on August 18, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 7 tm2223610d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Inotiv, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggreg

First Amendment to Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan (As amended through January 25, 2022) (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 12, 2022).*

Exhibit 10.1 ? ? FIRST AMENDMENT TO ? AMENDED AND RESTATED INOTIV, INC. 2018 EQUITY INCENTIVE PLAN (As amended through January 25, 2022) ? THIS FIRST AMENDMENT to the Inotiv, Inc. 2018 Equity Incentive Plan (As amended through January 2, 2022) (the ?Plan?) is effective as of July 26, 2022. ? The Plan is hereby amended by adding the following new Section 3.8 immediately following Section 3.7 of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Inotiv, Inc. Announces Third Quarter Fiscal 2022 Financial Results Increases Select Fiscal Year 2022 Financial Guidance

Exhibit 99.1 Inotiv, Inc. Announces Third Quarter Fiscal 2022 Financial Results Increases Select Fiscal Year 2022 Financial Guidance WEST LAFAYETTE, IN, August 10, 2022? Inotiv, Inc. (Nasdaq: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related prod

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number)

Costs Associated with Exit or Disposal Activities, Material Impairments, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (I

Envigo Reaches Agreement with the U.S. Department of Justice and the U.S. Department of Agriculture to Resolve Civil and Administrative Complaints

Exhibit 99.1 Envigo Reaches Agreement with the U.S. Department of Justice and the U.S. Department of Agriculture to Resolve Civil and Administrative Complaints WEST LAFAYETTE, IN, July 18, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and resear

INOTIV, INC. 2701 Kent Avenue West Lafayette, Indiana 47906

INOTIV, INC. 2701 Kent Avenue West Lafayette, Indiana 47906 July 20, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Inotiv, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-261891 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the ?Securities

NOTV / Inotiv Inc / Jermyn Street Associates LLC - SC 13D/A Activist Investment

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) Jermyn Street Associates LLC 660 Madison Avenue, 15th Floor New York, New York 10065 (212) 813-9203 with copies to: Kimberly C. Pe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (I

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (I

Inotiv, Inc. Announces Site Closures and Consolidation Plans

Exhibit 99.1 Inotiv, Inc. Announces Site Closures and Consolidation Plans WEST LAFAYETTE, IN, June 13, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, announces the closure of two Envigo RMS (

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commission

Inotiv, Inc. Announces Second Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Inotiv, Inc. Announces Second Quarter Fiscal 2022 Financial Results WEST LAFAYETTE, IN, May 12, 2022 ? Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, today announced financial results f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021

NT 10-Q 1 tm226839d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Rep

NOTV / Inotiv Inc / ISZO CAPITAL LP - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Inotiv, Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 45783Q100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

NOTV / Inotiv Inc / Portolan Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm226177d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1 )* Inotiv, Inc. (Name of Issuer) Common (Title of Class of Securities) 45783Q100 (CUSIP Number) December 31, 2021 (

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commis

Certain Financial Information

Exhibit 99.1 Certain Financial Information In January 2022, Inotiv, Inc. (the ?Company?) conducted a confidentially marketed syndication of secured debt to its existing lenders. As part of the marketing effort, the Company disclosed to the lenders certain financial information regarding the Company and certain of its recent acquisition targets that has not been previously disclosed. That informati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commis

Inotiv, Inc. Announces First Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Inotiv, Inc. Announces First Quarter Fiscal 2022 Financial Results WEST LAFAYETTE, IN, February 10, 2022 ? Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), ?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, today announced financial r

Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan (As amended through January 25, 2022) (incorporated by reference to Annex A to the Company’s definitive proxy statement for its 2022 annual meeting of shareholders filed on February 3, 2022)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to Credit Agreement, dated as of January 27, 2022, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto and Jefferies Finance LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 31, 2022).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 27, 2022 (this ?First Amendment?) amends that certain Credit Agreement, dated as of November 5, 2021 (the ?Existing Credit Agreement? and, as amended by this First Amendment, the ?Amended Credit Agreement?), among INOTIV, INC., an Indiana corporation (the ?Borrower?), the

Stock Purchase Agreement, dated January 27, 2022, by and among Envigo Global Services, Inc., Inotiv, Inc. and Orient Bio, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed January 31, 2022).

Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT By and among ENVIGO GLOBAL SERVICES INC. INOTIV, INC. and ORIENT BIO, INC. Dated January 27, 2022 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 ARTICLE II. CLOSING 12 Section 2.1. Closing 12 Section 2.2. Buyer Closing Deliveries 12 Section 2.3. Company and Seller Closing Deliveries 13 ARTICLE III. PURCHASE AND SALE OF COMPANY STOCK 14 Sectio

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Form 8-K filed January 31, 2022).*

Exhibit 10.3 FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement is entered into by and between Inotiv, Inc., an Indiana corporation (?Company?), and [Participant], an officer of the Company (?Grantee?), effective as of , 20 (?Effective Date?). Background The Company wishes to provide incentives to recognize and reward the Grantee, whose performance, contributi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commiss

Inotiv, Inc. Announces Expansion of Non-Human Primate Facilities and Services with Acquisition of Orient BioResource Center, Inc.

Exhibit 99.1 Inotiv, Inc. Announces Expansion of Non-Human Primate Facilities and Services with Acquisition of Orient BioResource Center, Inc. WEST LAFAYETTE, IN, January 27, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and

Employment Agreement, dated January 27, 2022, between the Company and Robert Leasure, Jr. (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 31, 2022).*

Exhbit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of January 27, 2022, by and between INOTIV, INC., an Indiana corporation (the ?Company?), and ROBERT LEASURE, JR. (the ?Executive?). R E C I T A L S WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated January 27, 2020, providing for the employment of

Membership Interest Purchase Agreement, dated January 10, 2022, by and among Inotiv, Inc., Inotiv Moorsville, LLC, Integrated Laboratory Systems Holdings, LLC and Integrated Laboratory Systems, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed January 13, 2022).

Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among INOTIV MORRISVILLE, LLC, INTEGRATED LABORATORY SYSTEMS HOLDINGS, LLC, INOTIV, INC. and INTEGRATED LABORATORY SYSTEMS, LLC Dated as of January 10, 2022 i TABLE OF CONTENTS Article I. DEFINITIONS 1 Article II. PURCHASE AND SALE 9 2.1. Purchase and Sale 9 2.2. Estimated Closing Statement 9 2.3. Payments at Closing 9 2.4

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commiss

Inotiv, Inc. Announces Expansion of Safety Assessment Offerings with Acquisition of Integrated Laboratory Systems, LLC

Exhibit 99.1 Inotiv, Inc. Announces Expansion of Safety Assessment Offerings with Acquisition of Integrated Laboratory Systems, LLC WEST LAFAYETTE, IN, January 10, 2022 - Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related pro

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA On November 5, 2021, Inotiv, Inc. (?Inotiv?) completed the acquisition of Envigo RMS Holding Corp. and Subsidiaries (?Envigo?). The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2021, combines the historical consolidated statements of operations of Inotiv and Envigo, giving e

Envigo RMS Holding Corp. and Subsidiaries ANNUAL REPORT For the Nine Months Ended September 30, 2021 ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.1 Envigo RMS Holding Corp. and Subsidiaries ANNUAL REPORT For the Nine Months Ended September 30, 2021 ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES TABLE OF CONTENTS Page Consolidated Financial Statements Independent Auditor?s Report on Consolidated Financial Statements 1 Consolidated Statements of Operations for the Nine Months Ended September 30, 2021 and Year Ended December 31, 2020 3 C

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Comm

As filed with the Securities and Exchange Commission on December 23, 2021

S-1 1 tm2136126d1s1.htm FORM S-1 As filed with the Securities and Exchange Commission on December 23, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Inotiv, Inc. (Exact Name of Registrant as Specified in Its Charter) Indiana 0-2335 35-1345024 (State or Other Jurisdiction of Incorporation or Organ

Amended and Restated Credit Agreement, dated April 30, 2021, between Inotiv, Inc. and First Internet Bank of Indiana (filed herewith)

? Exhibit 10.3 ? ? AMENDED AND RESTATED CREDIT AGREEMENT ? ? ? ? ? ? ? ? by and between ? INOTIV, INC., ? and ? FIRST INTERNET BANK OF INDIANA ? ? ? ? ? ? ? ? ? ? ? ? ? Dated as of April 30, 2021 ? ? ? ? ? Table of Contents ? ? ? Page ? ? ? Article 1. Definitions 1 Section 1.1. Defined Terms 1 Section 1.2. Rules of Construction 18 Section 1.3. Accounting Terms 18 Article 2. Credit 18 Section 2.1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Subsidiaries of the Registrant (filed herewith).

EXHIBIT 21.1 ? SUBSIDIARIES OF THE REGISTRANT ? ? List of Subsidiaries ? NameJurisdiction of Organization ? BAS Evansville, Inc.Indiana ? Seventh Wave Laboratories, LLCIndiana ? Gateway Pharmacology Laboratories, LLCIndiana ? BASi Gaithersburg, LLCIndiana ? Bronco Research Services, LLCIndiana ? Inotiv Boulder, LLCIndiana

First Amendment to Amended and Restated Credit Agreement, dated May 26, 2021, between Inotiv, Inc. and First Internet Bank of Indiana (filed herewith)

? Exhibit 10.4 ? FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ? THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?First Amendment?) is effective as of the 26th day of May, 2021, by and between INOTIV, INC. (formerly known as Bioanalytical Systems, Inc.), an Indiana corporation (the ?Borrower?), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank (?Bank?). The p

Consent and Waiver letter, dated May 5, 2021, from First Internet Bank of Indiana (filed herewith)

EX-10.5 4 notv-20210630xex10d5.htm EX-10.5 Exhibit 10.5 May 5, 2021 Inotiv, Inc. 2701 Kent Avenue West Lafayette, IN 47906 Attention: Robert Leasure, Jr., President RE: Amended and Restated Credit Agreement dated as of April 30, 2021 (the “Credit Agreement”), between INOTIV, INC. (FORMERLY KNOWN AS BIOANALYTICAL SYSTEMS, INC.) (the “Borrower”), and FIRST INTERNET BANK OF INDIANA (the “Bank”) Dear

Inotiv, Inc. Announces Fourth Quarter and Full Year Fiscal 2021 Financial Results

Exhibit 99.1 ? ? Inotiv, Inc. Announces Fourth Quarter and Full Year Fiscal 2021 Financial Results ? WEST LAFAYETTE, IN, December 16, 2021 ? Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services and research models and related products and services, today anno

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): December 15, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of (Commission File Number) (I.R.S. Employ

Inotiv, Inc. Announces Select Preliminary Unaudited Financial Results for the Fourth Quarter and Full Year Fiscal 2021 -- Company To Reschedule Its Financial Results Conference Call --

EX-99.1 2 notv-20211207xex99d1.htm EX-99.1 Exhibit 99.1 Inotiv, Inc. Announces Select Preliminary Unaudited Financial Results for the Fourth Quarter and Full Year Fiscal 2021 - Company To Reschedule Its Financial Results Conference Call - WEST LAFAYETTE, IN, December 7, 2021 – Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializin

NOTV / Inotiv Inc / Jermyn Street Associates LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Inotiv, Inc. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 45783Q100 (CUSIP Number) Jermyn Street Associates LLC 660 Madison Avenue, 15th Floor New York, New York 10065 (212) 813-9203 with copies to: Kimberly C. Petillo-Décossard Ros

NOTV / Inotiv Inc / P2 Capital Partners, LLC - SC 13D Activist Investment

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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

Joint Filing Agreement

Exhibit 3 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

Joint Filing Agreement

Exhibit 3 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation or organization) 35-1345024 (I.R.S. Employer Identification No.) 2701 Kent Avenue West Lafayette, Indiana 47906-1382 (A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter)

Registration No. 333- ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana (State or other jurisdiction of incorporation or organization) 35-1345024 (I.R.S. Employer Identification No.) ? 2701 Kent Avenue West Lafayette, I

Description of Capital Stock (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8 (Registration No. 333-261025) filed on November 12, 2021).

EX-4.5 2 tmb-20211112xex4d5.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF CAPITAL STOCK The authorized capital stock of Inotiv, Inc. (“we,” “our,” “us,” or the “Company”) consists of 74,000,000 common shares and 1,000,000 preferred shares. The following summary of the terms of our capital stock does not purport to be complete, may have changed since the date of filing and is qualified in its entirety by r

Envigo RMS Holding Corp. Equity Incentive Plan, as amended

Exhibit 4.4 ENVIGO RMS HOLDING CORP. EQUITY INCENTIVE PLAN 1.Purpose. The purpose of the Envigo RMS Holding Corp. Equity Incentive Plan is to further align the interests of eligible participants with those of the Company?s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interes

Credit Agreement, dated as of November 5, 2021, by and among Inotiv, Inc., certain subsidiaries of Inotiv, Inc., the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Form 8-K filed November 5, 2021).

Exhibit 10.2 Execution Version CREDIT AGREEMENT dated as of November 5, 2021, among INOTIV, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC as Sole Lead Arranger and Bookrunner TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section

Inotiv, Inc. Shareholders Approve Acquisition of Envigo

Exhibit 99.1 Inotiv, Inc. Shareholders Approve Acquisition of Envigo WEST LAFAYETTE, IN, November 4, 2021 ? Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced that, at a special meeting of shareholders (the ?Special Meeting?) held today, In

Inotiv, Inc. Completes Purchase of Envigo Creates a Full-Spectrum Discovery-to-Approval Solution for Drug Developers

EX-99.2 8 notv-20211102xex99d2.htm Exhibit 99.2 FOR IMMEDIATE RELEASE Inotiv, Inc. Completes Purchase of Envigo Creates a Full-Spectrum Discovery-to-Approval Solution for Drug Developers WEST LAFAYETTE, Ind. and INDIANAPOLIS, Ind., Nov. 5, 2021 – Inotiv, Inc. (NASDAQ:NOTV) (or “Inotiv”), a leading contract research organization (CRO) specializing in nonclinical and analytical drug discovery and de

Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed November 5, 2

Exhibit 10.3 AMENDED AND RESTATED INOTIV, INC. 2018 EQUITY INCENTIVE PLAN (As amended through November 4, 2021) SECTION 1. Purpose and Types of Awards 1.1 The purposes of the Plan are to enable the Company to attract, retain and reward its employees, officers and directors, and strengthen the mutuality of interests between such persons and the Company?s shareholders by offering such persons an equ

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 2, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Comm

Second Amended and Restated Articles of Incorporation of Inotiv, Inc. as amended through November 4, 2021 (incorporated by reference to Exhibit 3.1 to Form 8-K filed November 5, 2021)

EXHIBIT 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INOTIV, INC. (as amended through November 4, 2021) This corporation (“Corporation”) is governed by the applicable provisions of the Indiana Business Corporation Law (“Act”). ARTICLE I NAME The name of the Corporation is Inotiv, Inc. ARTICLE II SHARES Section 2.1.Number. The total number of shares which the Corporation is authoriz

Letter from RSM US LLP (incorporated by reference to Exhibit 16.1 to Form 8-K filed November 5, 2021).

Exhibit 16.1 ? ? ? ? ? ? ? ? 0 +1 317 805 6200 F +1 317 805 6201 ? ? ? ? ? ? ? ? RSM RSM LLP November 5, 2021 Oneamerica Tower 1 American Square Suite 2800 Indianapolis, IN 46282 Securities and Exchange Commission0 +1 317 805 6200 Washington, D.C.20549F +1 317 805 6201 www.rsmus.com commissioners: We have eradInotive, Inc.?s (f/k/a Bioanalytical System, Inc.) statements included under Item 4.01(a)

Shareholders Agreement, dated November 5, 2021, by and among Inotiv, Inc. and the shareholders signatory thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 5, 2021).

? Exhibit 10.1 ? Execution Version ? ? ? ? SHAREHOLDERS AGREEMENT OF INOTIV, INC. ? ? ? Dated as of November 5, 2021 ? ? ? ? TABLE OF CONTENTS ? ? ? ? ARTICLE I GOVERNANCE MATTERS 1 1.1 Board Composition; Representation 1 1.2 Vacancies 4 1.3 Selection of Shareholder Representatives 4 1.4 Compensation; Expense Reimbursement; Indemnification 4 1.5 Election 5 ARTICLE II RESTRICTED ACTIVITIES; VOTING

Other Events

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): October 22, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Commission File Numbe

NOTV / Inotiv Inc / Portolan Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d ?1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d?2. (Amendment No. )* Inotiv, Inc. (Name of Issuer) Common (Title of Class of Securities) 45783Q100 (CUSIP Number) October 11, 2021 (Date of Event Which Requires Filing of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Inotiv, Inc. Announces Expansion of In Vivo Pharmacology Offering with Acquisition of Plato BioPharma, Inc.

? Exhibit 99.1 ? ? ? ? Inotiv, Inc. Announces Expansion of In Vivo Pharmacology Offering with Acquisition of Plato BioPharma, Inc. WEST LAFAYETTE, IN, October 4, 2021 ? Inotiv, Inc. (NASDAQ:NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced the acquisition of Pl

Third Amendment to Amended and Restated Credit Agreement, dated October 4, 2021, between Inotiv, Inc. and First Internet Bank of Indiana (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 4, 2021)

Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is effective as of October 4, 2021, by and between INOTIV, INC. (formerly known as Bioanalytical Systems, Inc.), an Indiana corporation (the “Borrower”), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank (“Bank”). The parties agree as

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identificatio

Second Amendment to Amended and Restated Credit Agreement, dated September 21, 2021, between the Company and First Internet Bank of Indiana (incorporated by reference to Exhibit 10.1 to Form 8-K/A filed October 1, 2021).

EX-10.1 2 notv-20210921xex10d1.htm EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is effective as of September 21, 2021, by and between INOTIV, INC. (formerly known as Bioanalytical Systems, Inc.), an Indiana corporation (the “Borrower”), and FIRST INTERNET BANK OF INDIANA, an I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identifica

Bolder BioPATH, Inc. Financial Statements (unaudited) March 31, 2021

EX-99.1 2 notv-20210927xex99d1.htm EX-99.1 Exhibit 99.1 Bolder BioPATH, Inc. Financial Statements (unaudited) March 31, 2021 Bolder BioPATH, Inc. Balance Sheets (unaudited) March 31, 2021 and December 31, 2020 March 31, 2021 December 31, 2020 Assets Current assets: Cash $ 747,391 $ 41,398 Accounts receivable, net 2,070,991 2,886,869 Right of use asset - operating 1,785,070 1,845,438 Unbilled reven

HistoTox Labs, Inc. Financial Statements (unaudited) March 31, 2021

Exhibit 99.2 ? HistoTox Labs, Inc. ? Financial Statements (unaudited) ? March 31, 2021 ? ? HistoTox Labs, Inc. Balance Sheet (unaudited) March 31, 2021 ? ? ? ? ? ? ? ? ? March 31, 2021 ? December 31, 2020 Assets ? ? ? ? ? ? Current assets: ? ? ? Cash ? $ 665,078 ? $ 923,781 Accounts receivable ? 1,581,280 ? 1,157,426 Right of use asset - operating ? 1,176,711 ? 1,218,109 Unbilled revenue ? 10,509

Indenture, dated as of September 27, 2021, among Inotiv, Inc., the guarantor named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed September 27, 2021).

EXHIBIT 4.1 ? EXECUTION VERSION ? ? ? ? ? INOTIV, INC., ? THE GUARANTOR PARTY HERETO ? and ? U.S. BANK NATIONAL ASSOCIATION ? as Trustee ? ? INDENTURE ? Dated as of September 27, 2021 ? ? 3.25% Convertible Senior Notes due 2027 ? ? ? ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? Page ? ? Article 1. Definitions; Rules of Construction 1 ? ? ? Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 13 Se

Inotiv, Inc. Prices Upsized $125 Million Convertible Senior Notes Offering

Exhibit 99.1 ? Inotiv, Inc. Prices Upsized $125 Million Convertible Senior Notes Offering ? WEST LAFAYETTE, Ind.? September 22, 2021 (GLOBE NEWSWIRE)?Inotiv, Inc. (NASDAQ: NOTV) (the ?Company?, ?We?, ?Our? or ?Inotiv?), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced the pricing of its offering of $125,000

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): September 22, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Commission File Num

Inotiv, Inc. Announces Closing of $125 Million Convertible Senior Notes Offering and Full Exercise of Option to Purchase Additional $15 Million of Notes

EX-99.2 4 notv-20210922xex99d2.htm EX-99.2 Exhibit 99.2 Inotiv, Inc. Announces Closing of $125 Million Convertible Senior Notes Offering and Full Exercise of Option to Purchase Additional $15 Million of Notes WEST LAFAYETTE, IN, September 27, 2021 – Inotiv, Inc. (NASDAQ:NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): September 21, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Co

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

EX-99.4 5 notv-20210921xex99d4.htm EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA The unaudited pro forma combined statement of operations for the fiscal year ended September 30, 2020 and for the nine months ended June 30, 2021, combines the historical consolidated statements of operations of Inotiv, Inc. (“Inotiv”) and Envigo RMS Holding Corp. and Subsidiaries (“Envigo

Financial Statements and Exhibits

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? ? FORM 8-K/A ? Amendment No. 2 ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? ? Date of Report (Date of earliest event reported): April 30, 2021 ? ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of inco

Transaction Announcement September 2021 Creating a Leader in Discovery and Preclinical Services and Products

EX-99.2 4 tm2128115d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Transaction Announcement September 2021 Creating a Leader in Discovery and Preclinical Services and Products Disclaim e r 2 This presentation includes forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties that could cause actual results to differ m

Risks Related to the COVID-19 Pandemic

EX-99.5 6 notv-20210921xex99d5.htm EX-99.5 Exhibit 99.5 Risks Related to the COVID-19 Pandemic Our business, results of operations, financial condition, cash flows and stock price have and may continue to be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of COVID-19. Our business, results of operations, financial condition, cash flows and

Inotiv, Inc. and Envigo Propose to Join Forces to Enhance Research and Drug Discovery Solutions -- Expected to establish a leading global provider of a full spectrum of pre-clinical solutions -- -- Expected to be immediately accretive to Inotiv earni

Exhibit 99.1 Inotiv, Inc. and Envigo Propose to Join Forces to Enhance Research and Drug Discovery Solutions - Expected to establish a leading global provider of a full spectrum of pre-clinical solutions - - Expected to be immediately accretive to Inotiv earnings and margins before synergies - - Expected to enhance scale, broaden customer base and create significant cross-selling opportunities - W

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA The following unaudited pro forma condensed combined financial information gives effect to the acquisition and the financing (the ?Acquisition?) of HistoTox Labs, Inc., a Colorado corporation (?HistoTox Labs?), by Inotiv ? Boulder HTL, LLC (?Inotiv ? Boulder HTL?), a wholly owned subsidiary of Inotiv, Inc. (?Inotiv?), pursuant to t

Agreement and Plan of Merger dated September 21, 2021 among the Company, certain merger subsidiaries of the Company, Envigo RMS Holding Corp. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 21, 2021).

EX-2.1 2 tm2128115d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG DOLPHIN MERGER SUB, LLC, as Merger Sub LLC, DOLPHIN MERGECO, INC., as Merger Sub, INOTIV, INC., as Parent, ENVIGO RMS HOLDING CORP., as the Company, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholder Representative Dated September 21, 2021 TABLE OF CONTENTS Page Article I. DEFINITIONS 2

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of incorporation or organization) (Commission File Numb

Envigo RMS Holding Corp. and Subsidiaries ANNUAL REPORT For the Year Ended December 31, 2020

EX-99.2 3 notv-20210921xex99d2.htm EX-99.2 Table of Contents Exhibit 99.2 Envigo RMS Holding Corp. and Subsidiaries ANNUAL REPORT For the Year Ended December 31, 2020 Table of Contents ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES TABLE OF CONTENTS Page Consolidated Financial Statements Independent Auditors’ Report on Consolidated Financial Statements 1 Consolidated Statements of Operations for the Ye

Envigo RMS Holding Corp. and Subsidiaries QUARTERLY REPORT For the Three and Six Months Ended June 30, 2021

EX-99.3 4 notv-20210921xex99d3.htm EX-99.3 Table of Contents Exhibit 99.3 Envigo RMS Holding Corp. and Subsidiaries QUARTERLY REPORT For the Three and Six Months Ended June 30, 2021 Table of Contents ENVIGO RMS HOLDING CORP. AND SUBSIDIARIES TABLE OF CONTENTS Page Consolidated Financial Statements (unaudited) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3

Inotiv, Inc. Announces Proposed Convertible Senior Notes Offering

EX-99.1 2 notv-20210921xex99d1.htm EX-99.1 Exhibit 99.1 Inotiv, Inc. Announces Proposed Convertible Senior Notes Offering WEST LAFAYETTE, Ind.—September 21, 2021 (GLOBE NEWSWIRE)—Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced its intent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): September 8, 2021 ? ? INOTIV, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Indiana 0-23357 35-1345024 (State or other jurisdiction of ? (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Consent and Waiver from First Internet Bank of Indiana, dated May 5, 2021 (incorporated by reference to Exhibit 10.5 to Form 10-Q filed August 13, 2021).

Exhibit 10.5 ? May 5, 2021 ? Inotiv, Inc. 2701 Kent Avenue West Lafayette, IN 47906 ? Attention: Robert Leasure, Jr., President ? RE: Amended and Restated Credit Agreement dated as of April 30, 2021 (the ?Credit Agreement?), between INOTIV, INC. (FORMERLY KNOWN AS BIOANALYTICAL SYSTEMS, INC.) (the ?Borrower?), and FIRST INTERNET BANK OF INDIANA (the ?Bank?) ? Dear Mr. Leasure: ? The Bank hereby ac

First Amendment to Amended and Restated Credit Agreement, dated May 26, 2021, between the Company and First Internet Bank of Indiana (incorporated by reference to Exhibit 10.4 to Form 10-Q filed August 13, 2021).

EX-10.4 3 notv-20210630xex10d4.htm EX-10.4 Exhibit 10.4 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is effective as of the 26th day of May, 2021, by and between INOTIV, INC. (formerly known as Bioanalytical Systems, Inc.), an Indiana corporation (the “Borrower”), and FIRST INTERNET BANK OF INDIANA,

Amended and Restated Credit Agreement, dated as of April 30, 2021, between the Company and First Internet Bank of Indiana (incorporated by reference to Exhibit 10.3 to Form 10-Q filed August 13, 2021).

Exhibit 10.3 AMENDED AND RESTATED CREDIT AGREEMENT by and between INOTIV, INC., and FIRST INTERNET BANK OF INDIANA Dated as of April 30, 2021 Table of Contents Page Article 1. Definitions 1 Section 1.1. Defined Terms 1 Section 1.2. Rules of Construction 18 Section 1.3. Accounting Terms 18 Article 2. Credit 18 Section 2.1. Commitments. 18 Section 2.2. Interest. 19 Section 2.3. Payments of Principal

Inotiv, Inc. Announces Third Quarter Fiscal 2021 Financial Results

EX-99.1 2 notv-20210811xex99d1.htm EX-99.1 Exhibit 99.1 Inotiv, Inc. Announces Third Quarter Fiscal 2021 Financial Results WEST LAFAYETTE, IN, August 11, 2021 – Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, today announced financial results for the th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 INOTIV, INC. (Exact name of registrant as specified in its charter) Indiana 0-23357 35-1345024 (State or other jurisdiction of (Commission File Number) (I.R.S. Employe