UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 12b-25 

NOTIFICATION OF LATE FILING

 

(Check one):

¨ Form 10-K    ¨ Form 20-F    ¨ Form 11-K
x Form 10-Q    ¨ Form 10-D     ¨ Form N-SAR     ¨ Form N-CSR

 

For Period Ended: December 31, 2021

 

¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

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

 

2701 Kent Avenue

Address of Principal Executive Office (Street and Number)

 

West Lafayette, IN 47906
City, State and Zip Code

 

Copy of all Communications to:

Stephen J. Hackman, Esq.

Ice Miller LLP

One American Square, Suite 2900

Indianapolis, Indiana 46282-0200

(317) 236-2289
 

 

 

 

 

 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)

 

x (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-SAR 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant was unable to file its  Form 10-Q  for the three month period ended December 31, 2021 within the prescribed time period without unreasonable effort and expense due to the inability to complete required accounting procedures related to the consolidation and provisional fair value amounts for assets acquired, liabilities assumed and noncontrolling interests in three acquisitions that were completed during the quarter. It is anticipated that the Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date of the Registrant's Form 10-Q. 

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

  

  Beth A. Taylor 765 497-8381
  (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 answer is no, identify report(s). 
  x YES  o 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  o 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. 

  

When filed, the Company's Form 10-Q is expected to reflect significant changes in its results of operations from the corresponding period for the last fiscal year as set forth in the condensed consolidated statements of operations included with the Company's press release dated February 10, 2022 furnished as Exhibit 99.1 to the Company's Current Report on Form 8-K furnished to the SEC on February 10, 2022. These changes are the result of both organic growth and multiple acquisitions that were completed following the end of the comparable period in the prior year as described in the press release. The condensed consolidated statements of operations as included with the press release and expected to be included in the Form 10-Q are attached hereto.

  

 

 

 

INOTIV, INC.
(Name of Registrant as Specified in Charter)

 

Inotiv, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

  INOTIV, INC.
     
  By: /s/ Beth A. Taylor
    Name:   Beth A. Taylor
    Title:   Chief Financial Officer and Vice President-Finance

 

 

 

 

 

 

INOTIV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)

 

    Three Months Ended  
    December 31,  
    2021     2020  
Service revenue   $ 38,176     $ 17,032  
Product revenue     46,035       853  
Total revenue     84,211       17,885  
Costs and expenses:                
Cost of services provided (excluding amortization of intangible assets)     24,209       11,597  
Cost of products sold (excluding amortization of intangible assets)     40,677       411  
Selling     2,738       625  
General and administrative     13,252       4,882  
Amortization of intangible assets     3,396       160  
Other operating expense     33,580       196  
Operating income     (33,641 )     14  
Other income (expense):                
Interest expense     (4,828 )     (347 )
Other (expense) income     (57,727 )     —  
Income (loss) before income taxes     (96,196 )     (333 )
Provision for income taxes     12,785       (33 )
Consolidated net income (loss)   $ (83,411 )   $ (366 )
Less: Net income (expense) attributable to noncontrolling interests     (364 )     —  
Net income (loss) attributable to common shareholders     (83,047 )     (366 )
                 
Earnings per common share                
Net income attributable to common shareholders:                
Basic and diluted   $ (3.93 )   $ (0.03 )
                 
Weighted-average number of common shares outstanding:                
Basic and diluted     21,124       11,016  

 

Note – Certain prior quarter amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 

 

 

 

Inotiv (NASDAQ:NOTV)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Inotiv Charts.
Inotiv (NASDAQ:NOTV)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Inotiv Charts.