aibioNeogen discloses appeal of dismissed Michigan securities suit and two related cases
Tickers NEOG
A federal court dismissed the Michigan class action with prejudice on August 10, 2026 and plaintiffs have appealed. A Minnesota Securities Act class action and a Michigan derivative suit remain pending.
Key facts
- Company
- NEOGEN CORP (NASDAQ: NEOG)
- News type
- Legal
- Primary source
- Neogen 10-Q for the quarter ended August 31, 2026 (SEC EDGAR)
Neogen Corporation (Nasdaq: NEOG) said in its quarterly report for the three months ended August 31, 2026, filed on October 7, that plaintiffs are appealing the dismissal of a federal securities class action against it. Two related cases, a Minnesota state court class action and a shareholder derivative suit, are still alive.
The federal class action
The Operating Engineers Construction Industry and Miscellaneous Pension Fund filed a putative class action on July 18, 2025 in the United States District Court for the Western District of Michigan. The defendants are Neogen, John Adent and David Naemura. The 10-Q gives no case number. The complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging false and misleading public statements and omissions between January 5, 2023 and June 3, 2025 about the integration of the 3M business into Neogen. It sought unspecified damages and costs. These are allegations.
Plaintiffs filed an amended complaint on January 20, 2026, and the defendants moved to dismiss it on February 10, 2026. On August 10, 2026 the court dismissed the case in its entirety and with prejudice. On September 8, 2026 the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Sixth Circuit, where the appeal remains pending. The dismissal is not final while the appeal is open.
The Minnesota class action
On August 27, 2025, Neogen, John Adent, Steven J. Quinlan, James C. Borel, William T. Boehm, Ronald D. Green, Ralph A. Rodriguez, James P. Tobin, Darci L. Vetter and Catherine E. Woteki were named in a putative class action in Minnesota's Second Judicial District for Ramsey County. It asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 over allegedly false and misleading statements in the offering materials for the 2022 transaction in which Neogen acquired 3M's Food Safety Business. It seeks unspecified damages, rescission and other relief. Plaintiffs amended the complaint on February 3, 2026, and defendants moved to dismiss it on April 6, 2026. That motion is fully briefed and pending.
The derivative action and shareholder demands
Between August 13, 2025 and January 27, 2026 the company received four separate shareholder demands asking the board to investigate the allegations in the federal class action and pursue claims on the company's behalf. On October 4, 2025 the board set up a litigation committee to consider them.
On December 4, 2025, Neogen, Mr. Adent, Mr. Naemura, Mr. Borel, Thierry Bernard, Mr. Boehm, Jeffrey D. Capello, Mr. Green, Aashima Gupta, Raphael A. Rodriguez, Mr. Tobin, Ms. Vetter and Ms. Woteki were named in a putative shareholder derivative action in the Western District of Michigan. It alleges breach of fiduciary duty, aiding and abetting, unjust enrichment, waste of corporate assets and violations of Section 14 of the Exchange Act over the same integration statements. The parties stipulated to a stay on March 30, 2026, the court lifted it on August 11, 2026 after the federal dismissal, and a new stay pending the appeal was ordered on September 23, 2026.
Neogen says that, given the uncertainty of litigation and the preliminary stage of the cases, it cannot estimate the outcome.
The business and its finances
Neogen develops, manufactures and markets food safety and animal safety products, including diagnostic test kits and veterinary products. For the quarter ended August 31, 2026 it reported total revenues of $222.8 million against $209.2 million a year earlier and a net loss of $11.9 million, compared with net income of $36.3 million a year earlier, which included a $76.4 million gain on the sale of a business.
The balance sheet carries the weight of the 3M deal. Total debt and finance lease was $780.0 million at August 31, 2026: a term loan of $385.0 million, senior notes of $346.5 million and $48.5 million on the revolver. Cash and cash equivalents were $172.0 million. The company made $20.0 million of term loan prepayments in June 2026 and another $10.0 million in September 2026, and it says it was in compliance with all financial covenants. For the fiscal year ended May 31, 2025 it had reported a net loss of $1.09 billion.