| 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:
|
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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 |
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| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
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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: |
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/s/ Beth A. Taylor |
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Name: Beth A. Taylor |
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Title: Chief Financial Officer |
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Pursuant to Rule 478 under
the Securities Act of 1933, no other person is required to sign these Post-Effective Amendments.
