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Inotiv, Inc. (NOTVQ) cancels old equity and deregisters $700M in shelves

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
POS AM

Rhea-AI Filing Summary

Inotiv, Inc. has filed post-effective amendments to three Form S-3 registration statements to deregister all remaining unsold securities that had been registered for primary issuance and resale. These included $350.0 million of securities under Registration No. 333-289957, 4,146,250 common shares for resale under Registration No. 333-282491, and $350.0 million of securities plus 6,964,728 common shares for resale under Registration No. 333-266962.

The company and certain subsidiaries filed voluntary Chapter 11 cases on June 3, 2026 to implement a prepackaged plan of reorganization. The Court entered a Confirmation Order on July 14, 2026, and the plan became effective on July 17, 2026, upon which all common shares and other equity interests were cancelled and terminated. As a result, all offerings under these registration statements have been terminated and their effectiveness ended.

Positive

  • None.

Negative

  • All existing equity cancelled after Chapter 11 emergence, meaning prior holders of common shares and other equity interests in Inotiv, Inc. lost those interests when the reorganization plan became effective on July 17, 2026.
Shelf capacity 333-289957 $350.0 million of securities Registered for issuance by Inotiv, Inc. under Registration No. 333-289957
Resale shares 333-282491 4,146,250 common shares Registered for resale by selling shareholders under Registration No. 333-282491
Shelf capacity 333-266962 $350.0 million of securities Registered for issuance by Inotiv, Inc. under Registration No. 333-266962
Additional resale shares 333-266962 6,964,728 common shares Registered for resale by selling shareholders under Registration No. 333-266962
Chapter 11 filing date June 3, 2026 Voluntary Chapter 11 cases commenced by Inotiv, Inc. and subsidiaries
Plan effectiveness date July 17, 2026 Prepackaged chapter 11 plan became effective and company emerged from bankruptcy
Post-Effective Amendments regulatory
"These Post-Effective Amendments are being filed by Inotiv, Inc."
Post-effective amendments are official updates filed with securities regulators after a registration statement or prospectus has become effective, used to correct, add, or clarify information about a securities offering. They matter to investors because they change the facts investors rely on—like terms, risks, or financial details—similar to a company releasing an updated product manual after launch; those changes can affect the value or risk of an investment decision.
prepackaged chapter 11 plan of reorganization regulatory
"to implement a prepackaged chapter 11 plan of reorganization"
Confirmation Order regulatory
"the Court entered an order (the “Confirmation Order”) confirming the Plan"
deregistration of securities regulatory
"to deregister all securities registered under the following Registration Statements"
Offering Type shelf

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FAQ

What is Inotiv, Inc. (NOTVQ) doing in this post-effective amendment?
Inotiv, Inc. is deregistering all unsold securities previously registered under three Form S-3 shelf registration statements, terminating the effectiveness of those registrations after its Chapter 11 reorganization and cancellation of prior equity.

Which registration statements are affected for Inotiv, Inc. (NOTVQ)?
The amendments cover Registration No. 333-289957 ($350.0 million of securities), 333-282491 (4,146,250 common shares for resale), and 333-266962 ($350.0 million of securities plus 6,964,728 common shares for resale).

How did Inotiv, Inc. (NOTVQ) emerge from Chapter 11?
Inotiv, Inc. and subsidiaries filed voluntary Chapter 11 cases on June 3, 2026 to implement a prepackaged plan. The Court entered a Confirmation Order on July 14, 2026, and the plan became effective on July 17, 2026.

What happened to Inotiv, Inc. (NOTVQ) common shares in the reorganization?
When the confirmed reorganization plan became effective on July 17, 2026, all common shares and other equity interests in Inotiv, Inc. were cancelled and terminated in connection with the company’s emergence from bankruptcy.

Why is Inotiv, Inc. (NOTVQ) terminating its shelf registrations now?
Because all prior equity was cancelled and the related offerings have ended, Inotiv, Inc. is using post-effective amendments to remove from registration all securities that remained unsold and to terminate each affected Form S-3 registration’s effectiveness.

How large were the registered offerings now deregistered by Inotiv, Inc. (NOTVQ)?
They included $350.0 million of securities under one Form S-3, another $350.0 million of securities plus 6,964,728 common shares for resale, and a separate resale registration of 4,146,250 common shares.

 

As filed with the Securities and Exchange Commission on July 20, 2026

Registration No. 333-289957

Registration No. 333-282491

Registration No. 333-266962

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION STATEMENT NO. 333-289957

FORM S-3 REGISTRATION STATEMENT NO. 333-282491

FORM S-3 REGISTRATION STATEMENT NO. 333-266962

  

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

(Address of principal executive offices) (Zip Code)

  

 

Copy to:

 

Beth A. Taylor

Chief Financial Officer

Inotiv, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906-1382

(765) 463-4527

(Name, address and telephone number

including area code, of agent for service)

Christine G. Long

Griffin D. Foster

Faegre Drinker Biddle & Reath LLP

600 E. 96th Street, Suite 600

Indianapolis, Indiana 46240

(317) 569-9600

  

 

 

Approximate date of commencement of proposed sale to the public:
Not applicable. 

 

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer  x
   
Non-accelerated filer   ¨ Smaller reporting company  ¨
   
 

Emerging growth company ¨

 

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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

DEREGISTRATION OF SECURITIES

  

These Post-Effective Amendments (these “Post-Effective Amendments”) are being filed by Inotiv, Inc. (the “Registrant”) to deregister all securities registered under the following Registration Statements on Form S-3 (the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”), each as amended or supplemented to date, that remain unsold as of the date hereof:

 

1.       Registration Statement No. 333-289957, registering $350.0 million in securities for issuance by the Registrant, filed with the Commission on August 29, 2025;

 

2.       Registration Statement No. 333-282491, registering 4,146,250 common shares, no par value per share (the “Common Shares”) for resale by selling shareholders, filed with the Commission on October 3, 2024; and

 

3.       Registration Statement No. 333-266962, registering $350.0 million in securities for issuance by the Registrant and 6,964,728 Common Shares for resale by selling shareholders, filed with the Commission on August 18, 2022, as amended August 25, 2022.

 

As previously disclosed, on June 3, 2026, the Registrant and certain of its direct and indirect subsidiaries filed voluntary petitions commencing cases under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) to implement a prepackaged chapter 11 plan of reorganization (as amended, modified or supplemented from time to time, the “Plan”). On July 14, 2026, the Court entered an order (the “Confirmation Order”) confirming the Plan, as modified by the Confirmation Order, and on July 17, 2026, the Plan became effective in accordance with its terms and the Registrant emerged from bankruptcy, and in connection therewith, all Common Shares and other equity interests in the Registrant were cancelled and terminated. Accordingly, the Registrant has terminated all offerings of securities pursuant to the Registration Statements.

 

In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered under each of the Registration Statements but remain unsold as of the date hereof. As of the date hereof, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each of the Registration Statements.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Lafayette, Indiana, on July 20, 2026.

 

INOTIV, INC.

 

By:   /s/ Beth A. Taylor  
    Name: Beth A. Taylor  
    Title: Chief Financial Officer  

 

Pursuant to Rule 478 under the Securities Act of 1933, no other person is required to sign these Post-Effective Amendments. 

 

 

 

Source: View Original Filing on SEC EDGAR