|
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 |
|
¨ Transition Report on Form 10-Q |
|
|
|
For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Inotiv, Inc. |
|
Full Name of Registrant |
|
|
|
|
|
Former Name if Applicable |
|
|
|
2701 Kent Avenue |
|
Address of Principal Executive Office (Street and Number) |
|
|
|
West Lafayette, IN 47906 |
|
City, State and Zip Code |
|
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
x |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
|
|
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Inotiv, Inc. (the “Company”)
is unable to file its Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “Annual Report”)
within the prescribed time period without unreasonable effort and expense.
On November 16, 2022,
the Company became aware that the U.S. Attorney’s Office for the Southern District of Florida had criminally charged employees of
the Company’s principal supplier of non-human primates (“NHPs”), along with two Cambodian officials, with conspiring
to illegally import NHPs into the U.S. during certain time periods. Under applicable
accounting and financial reporting rules, certain events that occur after the end of a fiscal quarter can impact reporting of matters
as of that fiscal quarter end. The Company determined that it requires additional time for further evaluation of the conditions and events
discussed above, considered in the aggregate, as well as management’s plans that are intended to mitigate those conditions and events.
Furthermore, assessments of whether assets, tangible and intangible, such as goodwill and inventory, are impaired are dependent on several
considerations, which are based in part on information and estimates as of a fiscal quarter end. Therefore, the Company is in the process
of reviewing and assessing these subsequent events, their recent impact on the Company’s stock price and their impact on the carrying
value of its assets. The Company expects to file the Annual Report as soon as reasonably practicable, and at this time the Company anticipates
that it will be able to do so within the extension period of fifteen calendar days provided under Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
Beth A. Taylor |
|
765 |
|
463-4527 |
(Name) |
|
(Area Code) |
|
(Telephone Number) |
(2) |
Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
x
Yes ¨ No |
(3) |
Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x
Yes ¨ No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
Shortly following the
end of the Company’s fiscal year ended September 30, 2021 (“FY 2021”), on November 5, 2021, the Company completed
the acquisition of Envigo RMS Holding Corp. (“Envigo”). The Envigo acquisition resulted in the addition of an entirely new
business line and segment for the Company. The Company also completed a number of other acquisitions in the fiscal year ended September 30,
2022 (“FY 2022”), as previously reported.
Not only did the acquisitions during FY 2022 result in the Company
including the financial results of the acquired businesses in its results of operations, but the acquisitions also resulted in a number
of significant operational changes for the Company. The Annual Report will be the first annual report in which certain operational information,
including the results of operations of those acquired business, will be reflected in the Company’s audited financial statements
and notes thereto, as well as other portions of the report. As a result, the Company also anticipates reporting significant changes in,
among other things, its revenue, operating costs and expenses, non-operating expenses and income (loss) for FY 2022, specifically
the sustained reduction in the Company’s stock price has caused the Company to evaluate the carrying value of its goodwill as of
fiscal year end, the Company expects that it will record an impairment of goodwill. Further, the Company is continuing to evaluate
the matters discussed above in Part III, including any potential impact of such subsequent events
for FY 2022.
As
reported in a press release issued by the Company on December 12, 2022, the Company’s preliminary estimate of its total
revenue for FY 2022 is approximately $547.7 million, compared to total revenue of $89.6 million in FY 2021. This estimate is preliminary,
is subject to the completion of year-end accounting and financial reporting and audit procedures, and actual results may vary significantly
from this estimate. As a result of all of the above factors, the Company cannot provide a further
estimate of its FY 2022 results at this time.
Cautionary Note Regarding Forward-Looking
Statements
This filing contains statements
that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements
are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks, uncertainties, and
changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. Such risks
and uncertainties include, but are not limited to, risks and uncertainties related to events related to the NHP issues, whether the Cambodian
NHPs the Company holds in the U.S. will ever be able to be shipped, the lack of supply of NHPs, the impact of these events on the valuation
of the Company’s assets, the Company’s ability to comply with its covenants and obligations under its credit agreement, the
Company’s ability to obtain waivers or amendments related to its covenants under the credit agreement, the sufficiency of the Company’s
liquidity and cash flows to meet its obligations, the ability of the Company to complete its FY 2022 financial statement closing and audit
process and file its Annual Report by the extended due date, the identification of additional material weaknesses in the Company’s
internal control over financial reporting, changes in the market and demand for the Company’s products and services, the development,
marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and
the successful closing, integration and business and financial impact thereof, governmental regulations, inspections and investigations,
the impact of site closures and consolidations, expansion and related efforts, and various other market and operating risks, including
those detailed in the Company's filings with the U.S. Securities and Exchange Commission. You are cautioned not to rely on these forward-looking
statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements
speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
The FY 2022 expected total revenue amount is preliminary, has not been
audited and is subject to change in connection with the completion of the Company’s financial statements for the three months and
year ended September 30, 2022. In addition, the Company’s independent registered public accounting firm does not express an opinion
or any other form of assurance with respect thereto. The preliminary figures may differ materially from the actual results that will be
reflected in the Company’s financial statements when they are completed and publicly disclosed. Accordingly, you should not place
undue reliance on this information. Additional information and disclosures would be required for a more complete understanding of the
Company’s financial position and results of operations as of, and for, FY 2022.
|
Inotiv, Inc. |
|
|
(Name of Registrant as Specified in Charter) |
|
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 15, 2022 |
By: |
/s/ Beth A. Taylor |
|
|
Beth A. Taylor |
|
|
Senior Vice President – Chief Financial Officer |
Bioanalytical Systems (NASDAQ:BASI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bioanalytical Systems (NASDAQ:BASI)
Historical Stock Chart
From Jul 2023 to Jul 2024