Neogen Corp

See Annex A attached hereto, incorporated herein by reference

The Company is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended May 31, 2023 (“fiscal 2023”), on or prior to its original due date, July 31, 2023, for the reasons set forth below. The Company requires additional time to complete its financial statement preparation and review process, including its evaluation of the effectiveness of its internal control over financial reporting. Principally this was made more complicated this year due to the Company’s acquisition of 3M Company’s Food Safety business (“3M FS business”) in a reverse Morris Trust structured transaction (the “Transaction”). Management is in the process of performing an assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2023 (“ICFR”), based upon criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. After the Company’s assessment is complete, the Company’s independent registered public accounting firm will require additional time to complete its audit of the Company’s ICFR. Although the assessment is not yet complete, we expect to report a material weakness in ICFR relating to the design and implementation of information technology general controls in the areas of user access and change management over certain information technology systems that support the Company’s financial reporting processes. We also expect to report a material weakness in ICFR relating to the operation of management review controls over business combination valuation assumptions related to the purchase price allocation of the Transaction, specifically, with respect to maintaining documentation of certain assumptions. We further expect to report a material weakness in ICFR relating to the completeness and accuracy of management’s period-end invoice accrual procedures