Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT 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)
Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Beth A. Taylor
Chief Financial Officer
Inotiv, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906-1382
(765) 463-4527
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen J. Hackman, Esq.
Ice Miller LLP
One American Square, Suite 2900
Indianapolis, Indiana 46282-0200
(317) 236-2289
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 ☐ |
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. ☐
CALCULATION OF REGISTRATION FEE
| | | | |
Title of Securities to be Registered | Amount to be Registered (1)(2) | Proposed Maximum Offering Price per Share (3)(4) | Proposed Maximum Aggregate Offering Price (3)(4) | Amount of Registration Fee (4) |
Common Shares | 1,500,000 shares | $51.5725 | $77,358,750 | $7,172 |
(1) | Represents 1,500,000 additional shares issuable under the Inotiv, Inc. 2018 Equity Incentive Plan. |
(2) | Pursuant to Rule 416 under the Securities Act, this Registration Statement is deemed to include additional shares issuable under the terms of the Plan to prevent dilution resulting from any future stock split, stock dividend or similar transaction. |
(3) | Estimated solely for the purpose of calculating the registration fee. |
(4) | Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of the common shares offered hereunder pursuant to the Plan is based on 1,500,000 additional shares reserved for issuance under the Plan at a price per share of $51.5725, which is the average of the highest and lowest selling prices for the shares on NASDAQ on November 11, 2021. |
