8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 16, 2022

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

On November 16, 2022, Inotiv, Inc. (the “Company”) became aware that the U.S. Attorney’s Office for the Southern District of Florida (“USAO-SDFL”) has 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 United States from December 2017 through January 2022 and in connection with seven specific imports between July 2018 and December 2021.

The Company has previously disclosed that Orient BioResource Center (“OBRC”), a company acquired by the Company on January 27, 2022, and Envigo Global Services, Inc. (“EGSI”), a company acquired by the Company on November 5, 2021, had received grand jury subpoenas from USAO-SDFL, requiring the production of documents and information related to their importation of NHPs into the United States. The Company has been fully cooperating, and will continue to cooperate, with USAO-SDFL.

This document may contain forward-looking statementsthat are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market anddemand for our products and services, the development, marketing and sales of products and services, changes in technology, industry andregulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, governmentalregulations, inspections and investigations, settlement matters, expansion and related efforts, and various other market and operatingrisks, including those detailed in the Company's filings with the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.