Inotiv (NOTVQ) ends S-3 offerings as all common shares are cancelled

Rhea-AI Filing Summary

Inotiv, Inc. filed post-effective amendments to deregister securities previously registered on three Form S-3 registration statements, including $350.0 million in securities under Registration No. 333-289957. Additional registrations being removed include 4,146,250 common shares for resale and $350.0 million in securities plus 6,964,728 common shares for resale under earlier statements.

The company completed a prepackaged Chapter 11 reorganization after the Court entered a Confirmation Order on July 14, 2026, and the plan became effective on July 17, 2026. At that time, all common shares and other equity interests were cancelled, and all offerings under these registration statements were terminated, prompting the deregistration of any unsold securities.

Key Figures

Shelf capacity: $350.0 million Resale shares: 4,146,250 common shares Mixed shelf and resale: $350.0 million and 6,964,728 common shares +3 more

6 metrics

Shelf capacity $350.0 million Securities for issuance under Registration No. 333-289957

Resale shares 4,146,250 common shares Registered for resale under Registration No. 333-282491

Mixed shelf and resale $350.0 million and 6,964,728 common shares Securities and resale shares under Registration No. 333-266962

Chapter 11 filing date June 3, 2026 Voluntary petitions commenced in U.S. Bankruptcy Court

Plan confirmation date July 14, 2026 Court entered the Confirmation Order for the Plan

Plan effective date July 17, 2026 Plan became effective and company emerged from bankruptcy

Key Terms

Post-Effective Amendments, prepackaged chapter 11 plan of reorganization, Confirmation Order, deregistration of securities

4 terms

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

"filed voluntary petitions ... 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"

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FAQ

What did Inotiv (NOTVQ) do in this post-effective amendment?

Inotiv filed post-effective amendments to deregister all unsold securities under three existing Form S-3 registration statements. These actions follow termination of the related offerings after the company completed its prepackaged Chapter 11 reorganization and cancelled all existing equity interests.

Which securities registrations are Inotiv (NOTVQ) deregistering?

The company is deregistering $350.0 million in securities under one shelf, 4,146,250 common shares for resale under another, and $350.0 million in securities plus 6,964,728 common shares for resale under a third Form S-3 registration statement.

How does Inotiv’s (NOTVQ) Chapter 11 plan relate to this deregistration?

Inotiv completed a prepackaged Chapter 11 plan, confirmed on July 14, 2026 and effective July 17, 2026. With all common shares and equity interests cancelled and offerings ended, the company is now formally removing unsold securities from SEC registration.

What happened to Inotiv (NOTVQ) common shares under the reorganization plan?

Under the confirmed Chapter 11 plan, all common shares and other equity interests in Inotiv were cancelled and terminated when the plan became effective on July 17, 2026. As a result, the prior registered offerings are no longer active and are being deregistered.

Why is Inotiv (NOTVQ) terminating the effectiveness of its Form S-3 registrations?

Because the company has terminated all offerings under these Form S-3 statements following emergence from Chapter 11 and equity cancellation, it is now amending the registrations to remove all unsold securities and terminate the effectiveness of each registration statement.

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.