The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock (“RSAs”), and restricted stock units (“RSUs”).

During fiscal years 2024 and 2023, the following share-based awards were made to certain employees, and their general terms and conditions are as follows:

•Stock options, which entitle the holder to purchase a specified number of shares of common stock at an exercise price equal to the closing market price of common stock on the date of grant; typically vest over 3 years; and typically expire 10 years from date of grant or 30 days post-termination. In the case of the options issued in relation to the Envigo acquisition, the options expire 10 years from date of grant or 1 year post-termination.

•RSAs, which are shares granted at no cost on the grant date and typically vest over 2 years. With respect to RSAs, recipients do have voting rights on the stock during the vesting period.

•RSUs, which represent an unsecured promise to grant at no cost a set number of shares of common stock upon the completion of the vesting schedule, and typically vest from 1 to 5 years. With respect to RSUs, recipients do not have voting rights on the stock during the vesting period.

On March 14, 2024, the Company's shareholders approved the Inotiv, Inc 2024 Equity Incentive Plan (the "2024 Plan"). The 2024 Plan provides for the issuance of up to 1,500,000 of the Company's common shares, plus the number of common shares remaining available for future grants under the Amended and Restated 2018 Equity Incentive Plan (the "2018 Plan") as of March 14, 2024. Any common shares subject to an award under the 2024 Plan or 2018 Plan that expires, are forfeited or cancelled, are settled for cash or are exchanged will become available for future awards under the 2024 Plan. Following the shareholders' approval of the 2024 Plan, no further awards will be granted under the 2018 Plan.

The Company currently grants equity awards from the 2024 Plan. At September 30, 2024, 271,087 shares remained available for grants under the 2024 Plan.

The Company recognizes expense for all awards subject to graded vesting using the straight-line attribution method. The Company adjusts stock-based compensation expense for forfeitures in the period that a forfeiture occurs. The Company expenses the estimated fair value of stock options over the vesting periods of the grants.


	Fiscal Years Ended September 30,
	2024		2023
General and administrative	$	6,740	$	7,844
Stock-based compensation, before income taxes	6,740		7,844
Provision for income taxes	(306)		(311)
Stock-based compensation, net of income taxes	$	6,434	$	7,533

The weighted-average assumptions used to compute the fair value of options granted under the Black-Scholes model for the fiscal years ended September 30, 2024 and 2023 were as follows:


	2024		2023
Risk-free interest rate	3.99	%	4.29	%
Dividend yield	—	%	—	%
Volatility of the expected market price of the Company’s common shares	117.16	%	100.59	%
Expected life of the options (years)	3.54		3.57

The volatility assumption used to determine the fair values of options granted for fiscal years 2024 and 2023 is based on historical stock price activity.


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding as of September 30, 2023	1,747	$	12.06
Granted	917	1.94
Exercised	(7)	1.68
Cancelled	(266)	10.71
Outstanding as of September 30, 2024	2,392	$	8.35	7.06	$	36
Exercisable as of September 30, 2024	1,329	$	11.79	5.15	$	36
Expected to vest as of September 30, 2024	1,063	$	4.05	9.44	$	—

The total intrinsic value of options exercised during fiscal years 2024 and 2023 was $23 and $230, respectively, with intrinsic value defined as the difference between the market price on the date of exercise and the exercise price.


	Restricted Shares (in thousands)	Weighted- Average Grant Date Fair Value
Outstanding (non-vested) – September 30, 2023	39	$	25.03
Granted	—	$	—
Vested	(30)	$	30.43
Forfeited	—	$	—
Outstanding (non-vested) – September 30, 2024	9	$	6.80

As of September 30, 2024, the total unrecognized compensation cost related to unvested restricted shares was $11 and is expected to be recognized over a weighted-average service period of 0.38 years. The total fair value of the restricted shares granted during the fiscal years ended September 30, 2024 and 2023 was $0 and $102, respectively. The total fair value of restricted shares vested during the fiscal years ended September 30, 2024 and 2023 was $146 and $620, respectively.


	Restricted Stock Units (in thousands)	Weighted- Average Grant Date Fair Value
Outstanding (non-vested) – September 30, 2023	936	$	14.29
Granted	901	$	1.68
Vested	(231)	$	14.66
Forfeited	(79)	$	8.27
Outstanding (non-vested) – September 30, 2024	1,527	$	7.10

As of September 30, 2024, the total unrecognized compensation cost related to unvested restricted stock units was $6,438 and is expected to be recognized over a weighted-average service period of 1.90 years. The total fair value of the restricted stock units granted during the fiscal years ended September 30, 2024 and 2023 was $1,513 and $3,908, respectively. The total fair value of restricted stock units vested during the fiscal years ended September 30, 2024 and 2023 was $1,666 and $940, respectively.