Withdrawal of Registration Statement (rw)
20 July 2022 - 10:01PM
Edgar (US Regulatory)
INOTIV, INC.
2701 Kent Avenue
West
Lafayette, Indiana 47906
July 20,
2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Withdrawal
of Registration Statement on Form S-1
File
No. 333-261891
Ladies and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Inotiv, Inc.
(the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”)
consent to the withdrawal, effective as of the date hereof, of the Registrant’s Registration Statement on Form S-1 (File No. 333-261891)
together with all exhibits and amendments thereto (collectively, the “Registration Statement”) initially filed
with the Commission on December 23, 2021.
The
Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time. The Registration
Statement has not been declared effective by the Commission and the Registrant confirms that no securities have been sold pursuant to
the Registration Statement. Accordingly, withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
The
Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration
Statement. However, the Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to
the Commission in connection with the filing of the Registration Statement be credited for future use by the Registrant.
Should
you have any questions regarding this request, please do not hesitate to contact counsel to the Registrant, Christine G. Long of Faegre
Drinker Biddle & Reath LLP at (317) 569-4887, or in her absence, Griffin D. Foster at (317) 569-4843.
Sincerely,
INOTIV, INC.
By: | /s/ Robert W. Leasure, Jr. |
|
Name: Robert W. Leasure, Jr.
Title: President and Chief Executive Officer
| cc: | Beth Taylor, Chief Financial Officer, Inotiv, Inc. |
Fernanda Beraldi, General
Counsel, Inotiv, Inc.
Christine G. Long, Faegre
Drinker Biddle & Reath LLP
Griffin D. Foster, Faegre
Drinker Biddle & Reath LLP
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