Neogen is a food safety company that manufactures and markets products and services dedicated to food and animal safety. The Company’s products include diagnostic test kits and other products to test for dangerous substances in human and animal food. Neogen also develops and supplies pharmaceuticals and medical instruments in the veterinary market.
The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Specifically, the lawsuit alleges that throughout the Class Period, Defendants misrepresented the status of the 3M integration and failed to disclose the negative impact of integration issues on the financial health of Neogen. Defendants issued a series of materially false and misleading statements which led investors to believe that the integration was progressing smoothly. Defendants downplayed integration “inefficiencies” and assured investors that they were fully aware and committed to resolving the issues quickly.
Investors slowly learned the truth through a series of disclosures beginning on January 10, 2025. That day, the Company revealed that GAAP net income in the second quarter was significantly negative due to a $461 million non-cash goodwill impairment charge related to the 3M acquisition and cut its FY25 revenue and EBITDA guidance. Neogen also revealed that, as of November 30, 2024, the Company had material weaknesses in its internal control over financial reporting. On this news, the price of the Company’s common stock declined 5% to close at $12.36 per share.
In its next financial quarter, on April 9, 2025, Neogen announced that quarterly revenue fell 3.4% to $221 million due to integration issues and again cut its FY25 guidance and noted that capital expenditures were expected to be $100 million as a result of lowered adjusted EBITDA and a pull-forward of integration-related capital expenditures into FY25. Neogen also announced that CEO Adent would be stepping down. On this news, the price of the Company’s common stock plummeted 28% to close at $5.02 per share, on a volume spike of 47 million shares.
Finally, on June 4, 2025, Neogen revealed that it expected “EBITDA margin to probably be around the high-teens” which represented a considerable drop from the previous quarter’s profit margin of 22%. On this news, the price of the Company’s common stock fell an additional 17%, to close at $4.96 per share.
Investors who purchased or acquired Neogen common stock during the Class Period are members of this proposed Class and may be able to seek appointment as lead plaintiff, which is a court-appointed representative of the Class, by complying with the relevant provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). See 15 U.S.C. Section 78u-4(a)(2)(A)(i)-(iv).
On December 3, 2025, the Court appointed Operating Engineers Construction Industry and Miscellaneous Pension Fund, City of Miami Fire Fighters’ and Police Officers’ Retirement Trust, Metropolitan Employee Benefit System, City of Orlando Firefighters’ Pension Fund, City of Orlando Police Officers’ Pension Fund, City of Orlando General Employees’ Pension Fund, and West Palm Beach Firefighters’ Pension Fund (collectively, the Pension Funds) as Lead Plaintiff and Saxena White P.A. as Co-Lead Counsel.
On January 20, 2026, Lead Plaintiffs filed an amended complaint. On February 10, 2026, Defendants filed their motion to dismiss the Complaint. On March 10, 2026, Lead Plaintiffs filed their opposition to Defendants’ motion to dismiss, and Defendants filed their reply brief on March 24, 2026. Accordingly, Defendants’ motion to dismiss is fully briefed and pending before the Court.
