STOCKHOLDERS EQUITY AND LOSS PER SHARE

12 Months Ended

Sep. 30, 2023

STOCKHOLDERS EQUITY AND (LOSS) INCOME PER SHARE

STOCKHOLDERS EQUITY AND LOSS PER SHARE

STOCKHOLDERS EQUITY AND LOSS PER SHARE

All values within this Note 13 are not presented in thousands.

Stockholders’ Equity

Preferred Shares

As of September 30, 2023 and 2022, no preferred shares were outstanding.

Increase in Authorized Shares and Equity Plan Reserve

On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares from 20,000,000 shares, consisting of 19,000,000 common shares and 1,000,000 preferred shares, to 75,000,000 shares, consisting of 74,000,000 common shares and 1,000,000 preferred shares. Approval of this matter by the Inotiv shareholders was a condition to the closing of the Envigo acquisition. The amendment was effective on November 4, 2021. On November 4, 2021, the Company’s shareholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares available for awards thereunder by 1,500,000 shares and to make certain corresponding changes to certain limitations in the Equity Plan. See Note 14 - Stock-Based Compensation for further information about the Equity Plan.

Stock Issued in Connection with Acquisitions

During the fiscal years ended September 30, 2023 and 2022, 0 and 9,573,210 common shares, respectively, were issued in relation to acquisitions. See Note 3 – Business Combinations for further discussion of consideration for each acquisition.

Loss Per Share

The Company computes basic loss per share using the weighted average number of common shares outstanding. The Company computes diluted earnings per share using the if-converted method for preferred shares and convertible debt, if any, and the treasury stock method for stock options and restricted stock units.

(in thousands)	Fiscal Years Ended September 30,
	2023		2022
Numerator:
Consolidated net loss	$	(104,902)	$	(337,262)
Less: Net income (loss) attributable to noncontrolling interests	238		(244)
Net loss attributable to common shareholders	(105,140)		(337,018)
Denominator:
Weighted-average shares outstanding - Basic and Diluted	25,641		24,354
Anti-dilutive common share equivalents (1)	5,763		5,540

(1) Anti-dilutive common share equivalents are comprised of stock options, restricted stock units, restricted stock awards and 3,040,268 shares of common stock issuable upon conversion in connection with the convertible debt entered into on September 27, 2021.These common share equivalents were outstanding for the periods presented, but were not included in the computation of diluted loss per share for those periods because their inclusion would have had an anti-dilutive effect.

Accumulated Other Comprehensive Loss

Within the statement of operations, foreign exchange gains and losses are recognized as a result of translations of non-functional currencies. In relation to the translation into U.S. dollars, except for defined benefit pension costs of the Pension Plan, the assets and liabilities of foreign operations are translated using the current exchange rate. For those operations, changes in exchange rates generally do not affect cash flows; therefore, resulting translation adjustments are made in shareholders' equity rather than in the consolidated statements of operations. The Pension Plan relates to a U.K. subsidiary, which currently records a valuation allowance against its net deferred tax assets.

As a result, income tax effects on the net activity have not been presented related to each component of other comprehensive loss for the fiscal years ended September 30, 2023 and 2022.