NOTV Inotiv Inc

AMENDED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF INOTIV, INC.

DATE: March 17, 2022

TIME: 10:00 a.m. (ET)

PLACE: Courtyard Marriott Lafayette

150 Fairington Avenue

Lafayette, IN 47905

At the meeting, our shareholders will be asked to:

The preceding items of business were described in our original proxy statement dated February 7, 2022 (the "Proxy Statement"), with the exception of the fourth proposal, which is described in the attached supplement (the "Supplement") to the Proxy Statement. Each of these items of business is described in the Proxy Statement, which was previously delivered to you, or in the Supplement which accompanies this Amended Notice.

Holders of record of our common shares at the close of business on January 26, 2022 are entitled to notice of, and to vote at, the Annual Meeting. The enclosed Supplement describes new Proposal 4 and includes a revised proxy card which covers the three proposals included in the Proxy Statement and adds the new Proposal 4. If you wish to vote on this new Proposal 4, you must follow the instructions on the proxy card to vote by Internet or telephone, sign, date and return the enclosed proxy card, or attend the annual meeting and vote in person. Voting by Internet or telephone, signing and submitting this new proxy card or voting in person at the meeting will revoke any prior proxy in its entirety. Therefore, if you submit the new proxy card (or vote by Internet or telephone), in addition to voting on Proposal 4, you must mark the new proxy card in the appropriate place (or follow the instructions to vote by Internet or telephone) to indicate your vote on Proposals 1, 2 and 3.

Given public health concerns related to the coronavirus pandemic (COVID-19), we urge you to consider voting in advance of the meeting via one of the remote methods in lieu of attending the meeting in person. This year, we are also offering our shareholders the opportunity to listen to the Annual Meeting virtually by visiting https://www.inotivco.com/investors/investor-information/ and following the instructions on that webpage. Note that shareholders who listen to the Annual Meeting virtually will not be able to vote via that broadcast.

While we intend to hold the Annual Meeting in person, we are actively monitoring the coronavirus pandemic, and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event that it is not advisable to hold the Annual Meeting in person or at the scheduled date, time, or location, we will announce alternative arrangements for the Annual Meeting via a press release as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication in a virtual meeting format.

Your vote is important to us. Please take the time to review our Proxy Statement and the Supplement and submit your votes. Even if you expect to attend the Annual Meeting in person, please vote via Internet, telephone, or mail using the instructions provided on the proxy card.

By Order of the Board of Directors,

Beth A. Taylor

Chief Financial Officer and Vice President – Finance

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on March 17, 2022: This Notice of Annual Meeting and Proxy Statement and the Company’s Fiscal 2021 Annual Report on Form 10-K are available in the “Investor Relations” section of the Company’s website at www.inotivco.com.

GENERAL INFORMATION ABOUT THIS SUPPLEMENT AND THE ANNUAL MEETING

This Supplement describes new Proposal 4, which is added to the agenda for the annual meeting and therefore is not described in the original Proxy Statement. Information about Proposals 1, 2 and 3, each of which will also be presented to shareholders at the annual meeting, can be found in the Proxy Statement as originally filed with the SEC on February 3, 2022 and mailed to our shareholders on or about February 7, 2022. To the extent the information in the Supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in the Supplement shall amend and supersede the information contained in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for you to review. Accordingly, we urge you to read the Supplement carefully in its entirety together with the Proxy Statement. All capitalized terms used in the Supplement and not otherwise defined herein have the respective meanings given to them in the Proxy Statement. The Supplement and the accompanying new proxy card are being mailed to our shareholders on or about March 4, 2022.

What is the purpose of the Supplement?

We previously mailed to our shareholders our proxy statement and related proxy materials on February 7, 2022 (the “Proxy Statement”), which contained three proposals. This Supplement is being sent to you to add a new Proposal 4, which was inadvertently omitted from the original Proxy Statement, to approve, on an advisory basis, the compensation of our named executive officers as described in the Proxy Statement. The record date for the meeting has not changed and remains January 26, 2022.

How will the Supplement and related materials be delivered?

We mailed copies of our Proxy Statement, our Annual Report on Form 10-K, which includes audited financial statements and a description of operations for the fiscal year ended September 30, 2021, and a proxy card to our shareholders who are entitled to notice of and to vote at the annual meeting on or about February 7, 2022. The Annual Report and Proxy Statement are also available in the “Investors” section of our website at www.inotivco.com. We are mailing a copy of this Supplement, the Amended Notice and a proxy card reflecting all four proposals to be voted on at the annual meeting to all shareholders who were holders of record as of the record date for the annual meeting. These materials are also available in the “Investors” section of our website at www.inotivco.com.

How many votes are required to approve Proposal 4?

The proposal will be approved if a quorum is present and more shares represented in person or by proxy and entitled to vote on this item at the Annual Meeting are voted for approval of the proposal than are voted against approval of the proposal. Abstentions and broker non-votes will not count for purposes of determining whether this proposal has been approved.

How do I cast my vote or revoke my proxy?

Because this Supplement describes a new proposal to be voted on at the annual meeting that was not reflected or described in the original Proxy Statement, proxies submitted before the date of the Supplement using the original proxy card will not include votes on the new proposal. As a result, if you want to vote on the new proposal described in the Supplement, you must cast a new vote before the annual meeting by following the instructions on the proxy card to vote by Internet or telephone, by signing, dating and returning the enclosed proxy card, or by voting in person at the annual meeting.

Voting by Internet or telephone, by signing and submitting the new proxy card or by voting in person at the annual meeting, will revoke any prior proxy in its entirety. Therefore, if you submit the new proxy card (or vote by Internet or telephone), in addition to voting on Proposal 4, you must mark the new proxy card in the appropriate place (or follow the instructions to vote by Internet or telephone) to indicate your vote on Proposals 1, 2 and 3. If you submit the new proxy card (or vote by Internet or telephone), and you do not indicate your vote on one or more of the proposals, then your proxy will be voted FOR each of the proposals for which you do not indicate a vote, even if your prior proxy had indicated a contrary vote.

Proposal 4 is a “non-routine” matter on which brokers may not vote without instructions. Accordingly, if you hold shares beneficially in street name and do not provide your broker with voting instructions as to Proposal Four, your broker will not be permitted to vote your shares on the proposal, and your shares may constitute “broker non-votes” as to Proposal 4. Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.

Your vote is important to us. Please take the time to review our Proxy Statement and the Supplement and submit your votes. Even if you expect to attend the Annual Meeting in person, please vote via Internet, telephone, or mail using the instructions provided on the proxy card.