SEC Form SC 13D/A filed by Inotiv Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Inotiv, Inc.

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(Name of Issuer)

Common Shares, no par value per share

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(Title of Class of Securities)

45783Q100

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(CUSIP Number)

Jermyn Street Associates LLC

660 Madison Avenue, 15th Floor

New York, New York 10065

(212) 813-9203

with copies to:

Kimberly C. Petillo-Décossard

Ross Sturman

Cahill Gordon & Reindel LLP

32 Old Slip

New York, New York 10005

(212) 701-3265

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(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

September 21, 2022

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Jermyn Street Associates LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,378,280 shares
		8	SHARED VOTING POWER
			0 shares
		9	SOLE DISPOSITIVE POWER
			1,378,280 shares
		10	SHARED DISPOSITIVE POWER
			0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,378,280 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Andrew H. Baker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,378,280 shares
		8	SHARED VOTING POWER
			0 shares
		9	SOLE DISPOSITIVE POWER
			1,378,280 shares
		10	SHARED DISPOSITIVE POWER
			0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,378,280 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CONTINUATION PAGES TO SCHEDULE 13D

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission on November 15, 2021, as amended by Amendment No. 1 to the Schedule 13D filed on July 5, 2022 (together, the “Schedule 13D”) jointly by Jermyn Street Associates LLC, a Nevada limited liability company (“JSA”) and Andrew Baker, a citizen of the United Kingdom and the sole Manager of JSA. Terms used but not defined herein have the meaning given in the Schedule 13D.

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)-(b):

All percentages set forth in this Statement are based on an aggregate of 25,593,313 Shares outstanding, which is the number of Shares outstanding as of August 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2022.

As of the date of this filing, JSA is the beneficial owner of 1,378,280 Shares owned directly by JSA, representing approximately 5.4% of the outstanding Shares. Each of JSA, Jermyn Street Associates II LLC, a Nevada limited liability company (“JSA II”) and Jermyn Street Capital LLC, a Nevada limited liability company (“JSC”) is a party to the Shareholders Agreement (as defined below) which requires, among other things, that JSA II and JSC vote their Shares for the director nominee designated by JSA. As of the date of this filing, based on information provided by JSA II and JSC, JSA II and JSC no longer directly own any Shares and are no longer subject to the voting arrangements under the Shareholders Agreement. Therefore, JSA II and JSC no longer may be deemed to be members of a “group” with JSA for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”).

As of the date of this filing, Mr. Baker is the direct owner of 0 Shares and the beneficial owner of 1,378,280 Shares representing approximately 5.4% of the outstanding Shares, which Shares are owned directly by JSA. Mr. Baker is the sole Manager of JSA and, as such, has the sole power to vote, direct the vote, dispose of or direct the disposition of the Shares directly owned by JSA. Accordingly, Mr. Baker may be deemed to beneficially own the Shares that are directly owned by JSA. Mr. Baker expressly disclaims beneficial ownership of the Shares owned by JSA for all other purposes.

JSA is a party to that certain Shareholders Agreement, dated as of November 5, 2021 (the “Shareholders Agreement”), among the Issuer and certain stockholders of Envigo. The Shareholders Agreement requires, among other things, that the shareholders party thereto vote their Shares for directors that are designated in accordance with the provisions of the Shareholders Agreement. By virtue of the Shareholders Agreement and the obligations and rights thereunder, JSA and the other shareholders party to the Shareholders Agreement may be deemed to constitute a “group” for purposes of Section 13(d) of the Act, and JSA may be deemed to beneficially own Shares beneficially owned by such other shareholders. This filing shall not be deemed an admission that JSA and any of such other shareholders constitute a “group” for purposes of Section 13(d) of the Act and the Reporting Persons expressly disclaim beneficial ownership over any Shares owned by the other shareholders party to the Shareholders Agreement that the Reporting Persons may be deemed to beneficially own solely by reason of the Shareholders Agreement. Shares owned by other shareholders party to the Shareholders Agreement are not included in this Statement.

As of the date of this filing, based on the Schedule 13D/A dated September 20, 2022 of Savanna Holdings, LLC (“Savanna Holdings”), Savanna Holdings no longer holds any Shares and is no longer subject to the voting arrangements under the Shareholders Agreement. Accordingly, Savanna Holdings no longer may be deemed to constitute a “group” with JSA and the other shareholders party to the Shareholders Agreement for purposes of Section 13(d) of the Act.

(c)          On or about September 21, 2022, JSA distributed 200,047 Shares to one of its members, for no consideration. On or about September 30, 2022, JSC distributed an aggregate of 499,095 Shares to certain of its members for no consideration.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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