Inotiv (NASDAQ: NOTV) warned on Nasdaq listing over $1 bid price rule

Rhea-AI Filing Summary

Inotiv, Inc. reported that on December 31, 2025 it received a written notice from Nasdaq that its common stock is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share for 30 consecutive business days. The notice does not immediately affect the listing or trading of the common shares on Nasdaq.

Inotiv has 180 calendar days, until June 29, 2026, to regain compliance by having its stock close at or above $1.00 per share for at least 10 consecutive business days, subject to Nasdaq’s discretion to require a longer period. If it fails to do so, the company may be eligible for an additional 180-day grace period. Inotiv plans to monitor its share price and evaluate options, but there is no assurance it will regain or maintain compliance with Nasdaq listing requirements.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Inotiv’s common stock failed to maintain a $1.00 minimum closing bid for 30 consecutive business days, creating a formal risk to its Nasdaq listing if not remedied within the allowed compliance periods.

Insights

Equity markets analyst

Nasdaq bid-price noncompliance raises listing and liquidity risk.

Inotiv, Inc. disclosed that Nasdaq notified the company on December 31, 2025 that its shares no longer meet the $1.00 minimum bid requirement for 30 consecutive business days under Listing Rule 5550(a)(2). The notice leaves the stock currently listed on Nasdaq, but formally flags a deficiency that must be cured.

The company has 180 calendar days, until June 29, 2026, to regain compliance by achieving a closing bid of at least $1.00 for a minimum of 10 consecutive business days, with Nasdaq retaining discretion to require a longer period. If the threshold is not met by that date, Inotiv may qualify for another 180‑day grace period, but this is not guaranteed by the disclosure.

The company states it will monitor its closing bid price and evaluate options to restore compliance. However, it explicitly notes there can be no assurance it will regain compliance within the initial 180‑day period, obtain a second 180‑day period, or continue meeting other Nasdaq listing standards, underscoring a meaningful risk around future listing status and market liquidity.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

0000720154FALSE00007201542025-12-312025-12-31

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): December 31, 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 Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE,INDIANA						47906-1382
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange  on which registered

Common Shares

NOTV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 31, 2025, Inotiv, Inc. (the “Company”) received written notice (the “Notification Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) because the Company’s common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days. The Notification Letter has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.

The Notification Letter provides an initial 180 calendar day period, or until June 29, 2026, in which to regain compliance, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). Nasdaq will notify the Company that it has achieved compliance with the Minimum Bid Price Rule if at any time before that date the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, unless Nasdaq exercises its discretion to require a longer period. If the Company does not regain compliance by June 29, 2026, the Company may be eligible for an additional 180-day grace period.

The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the minimum bid requirement. However, there can be no assurance that the Company will regain compliance with the minimum bid requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						INOTIV, INC.
Date:			January 7, 2026			By:			/s/ Beth A. Taylor
									Chief Financial Officer,
									Executive Vice President

FAQ

What Nasdaq issue did Inotiv (NOTV) disclose in this 8-K?

Inotiv, Inc. disclosed that Nasdaq notified the company on December 31, 2025 that its common stock is not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price was below $1.00 per share for 30 consecutive business days.

Does the Nasdaq notice immediately affect Inotiv (NOTV) stock trading?

No. The company states that the Nasdaq notification letter has no immediate effect on the Nasdaq listing or trading of Inotiv’s common shares.

How long does Inotiv (NOTV) have to regain Nasdaq bid price compliance?

Inotiv has an initial 180 calendar day period, until June 29, 2026, to regain compliance by having its common stock close at or above $1.00 per share for at least 10 consecutive business days, subject to Nasdaq’s discretion to require a longer period.

Can Inotiv (NOTV) receive more time beyond June 29, 2026 to comply?

If Inotiv does not regain compliance by June 29, 2026, the disclosure states the company may be eligible for an additional 180-day grace period, depending on Nasdaq’s rules and determinations.

What actions does Inotiv (NOTV) plan in response to the Nasdaq notice?

Inotiv states that it intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the minimum bid price requirement, though it gives no assurance that compliance will be regained or maintained.

What risk does Inotiv (NOTV) highlight regarding its Nasdaq listing?

The company notes there can be no assurance that it will regain compliance during the 180-day period, obtain a second 180-day period, or maintain compliance with other Nasdaq listing requirements, indicating a risk to its continued listing if the deficiency is not resolved.