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(1)

This registration statement also relates to an indeterminate number of shares of common stock of Inverness Medical Innovations, Inc. that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents the maximum number of shares of common stock of Inverness Medical Innovations, Inc. that are issuable upon conversion of the total outstanding principal amount of subordinated convertible promissory notes and 2,601 shares of common stock potentially issuable upon conversion of accrued but unpaid interest on the subordinated convertible promissory notes (assuming accrual of interest on the total outstanding principal amount at the current rate of 3% for one quarter).

(3)

Determined pursuant to Rule 457(g) under the Securities Act based on the conversion price of the subordinated convertible promissory notes pursuant to which the shares of common stock are issuable. The use of Rule 457(g) to calculate the registration fee does not constitute an admission that any of the selling stockholders are, or may be deemed to be, underwriters.

(4)

Determined pursuant to Rule 457(c) and (g) under the Securities Act based on the average of the high and low sales prices for Inverness’ common stock on January 10, 2003 as reported on the American Stock Exchange. The use of Rule 457(g) to calculate the registration fee does not constitute an admission that any of the selling stockholders are, or may be deemed to be, underwriters.

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our ability to obtain additional financing may be impaired;

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our flexibility to adjust to market conditions is limited, leaving us vulnerable in a downturn in general economic conditions or in our business and less able to plan for, or react to, changes in our business and the industries in which we operate;

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we may need to use a large portion of our cash flow from operations to pay principal and interest on our indebtedness, which would reduce the amount of cash available to finance our operations and other business activities and may require us, in order to meet our debt service obligations, to delay or reduce capital expenditures or the introduction of new products and/or forego business opportunities including acquisitions, research and development projects or product design enhancements; and

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we may be at a competitive disadvantage compared to our competitors that have less debt.

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incur additional indebtedness;

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acquire other businesses;

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make investments;

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make loans to or extend credit for the benefit of third parties or our subsidiaries;

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raise additional capital;

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make capital or finance lease expenditures; and

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dispose of or encumber assets.

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the consolidated financial statements of Inverness as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001; and

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the financial statements of the Unipath Division of Unilever plc as of November 30, 2001 and December 31, 2000, and for the eleven months ended November 30, 2001 and each of the two years in the period ended December 31, 2000.

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consolidating manufacturing, research and development operations;

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coordinating sales, distribution and marketing functions;

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preserving the important licensing, research and development, manufacturing and supply, distribution, marketing, customer and other relationships of Ostex;

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minimizing the diversion of management’s attention from ongoing business concerns; and

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coordinating geographically separate organizations.

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the inability to complete the acquisition or investment;

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disruption of our ongoing businesses and diversion of management attention;

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difficulties in integrating the acquired entities, products or technologies;

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difficulties in operating the acquired business profitably;

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the inability to achieve anticipated cost savings;

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potential loss of key employees, particularly those of the acquired business;

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difficulties in transitioning key customer, distributor and supplier relationships;

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risks associated with entering markets in which we have no or limited prior experience; and

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unanticipated costs.

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dilutive issuances of equity securities, which may be sold at a discount to market price;

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use of significant amounts of cash;

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the incurrence of debt;

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the assumption of liabilities;

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unfavorable financing terms;

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large one-time expenses; and

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the creation of certain intangible assets, including goodwill, the write-down of which may result in significant charges to earnings.

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a lawsuit by Abbott Laboratories against us and Princeton BioMeditech Corporation (referred to as PBM), which manufactured products for our consumer diagnostics business while we were part of IMT, claiming, among other things, that some of our products relating to pregnancy detection and ovulation prediction infringe patents to which Abbott asserts it is the exclusive licensee;

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a counterclaim by PBM against us in a patent infringement suit maintained by our subsidiaries, Inverness Medical Switzerland GmbH and Unipath Diagnostics, Inc., against PBM et. al. in which PBM alleges that we have breached various obligations to PBM arising out of its joint venture with us and have attempted to monopolize the market for home pregnancy tests; and

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an action brought by 68 consumers in London alleging defects in our Persona contraceptive device leading to unwanted pregnancies. Any liability in this matter is fully covered by separate insurance provided by Unilever in connection with our acquisition of the Unipath business.

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increased costs or reduced revenue as a result of movements in foreign currency exchange rates;

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decreased liquidity resulting from longer accounts receivable collection cycles typical of foreign countries;

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lower productivity resulting from difficulties managing our sales, support and research and development operations across many countries;

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lost revenues resulting from difficulties associated with enforcing agreements and collecting receivables through foreign legal systems;

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lost revenues resulting from the imposition by foreign governments of trade protection measures; and

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higher cost of sales resulting from import or export licensing requirements.

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developing technologies and products that are more effective than our products or that render our technologies or products obsolete or noncompetitive;

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obtaining patent protection or other intellectual property rights that would prevent us from developing our potential products; or

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obtaining regulatory approval for the commercialization of their products more rapidly or effectively than we are in doing so.

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the pending patent applications we have filed or to which we have exclusive rights may not result in issued patents or may take longer than we expect to result in issued patents;

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the claims of any patents which are issued may not provide meaningful protection;

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we may not be able to develop additional proprietary technologies that are patentable;

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the patents licensed or issued to us or our customers may not provide a competitive advantage;

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other companies may challenge patents licensed or issued to us or our customers;

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patents issued to other companies may harm our ability to do business; and

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other companies may design around technologies we have licensed or developed.

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assert claims of infringement;

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enforce our patents;

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protect our trade secrets or know-how; or

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determine the enforceability, scope and validity of the proprietary rights of others.

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the timing of new product announcements and introductions by us and our competitors;

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market acceptance of new or enhanced versions of our products;

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changes in manufacturing costs or other expenses;

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competitive pricing pressures;

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the gain or loss of significant distribution outlets or customers;

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the availability and extent of reimbursement for our products;

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increased research and development expenses;

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the timing of any future acquisitions;

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general economic conditions; or

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general stock market conditions or other economic or external factors.

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our quarterly and annual operating results, including our failure to meet the performance estimates of securities analysts;

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changes in financial estimates of our revenues and operating results or buy/sell recommendations by securities analysts;

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the timing of announcements by us or our competitors of significant products, contracts or acquisitions or publicity regarding actual or potential results or performance thereof;

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changes in general conditions in the economy, the financial markets or the health care industry;

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government regulation in the health care industry;

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changes in other areas such as tax laws;

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sales of substantial amounts of common stock or the perception that such sales could occur;

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changes in investor perception of our industry, our businesses or our prospects;

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the loss of key employees, officers or directors; or

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other developments affecting us or our competitors.

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our certificate of incorporation provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a staggered board. By preventing stockholders from voting on the election of more than one class of directors at any annual meeting of stockholders, this provision may have the effect of keeping the current members of our board of directors in control for a longer period of time than stockholders may desire; and

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our certificate of incorporation authorizes our board of directors to issue shares of preferred stock without stockholder approval and to establish the preferences and rights of any preferred stock issued, which would allow the board to issue one or more classes or series of preferred stock that could discourage or delay a tender offer or change in control.

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various adjustments and allocations have been made to produce these financial statements because IMT did not account for us as a single stand-alone business for those periods presented; and

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the information, to the extent it does not report on a period ending on or after November 21, 2001, does not reflect many significant changes that occurred in our financial condition, capital structure and operations as a result of our separation from IMT.

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economic factors, including inflation and fluctuations in interest rates and foreign currency exchange rates, and the potential effect of such fluctuations on revenues, expenses and resulting margins;

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competitive factors, including technological advances achieved and patents attained by competitors and generic competition;

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domestic and foreign healthcare changes resulting in pricing pressures, including the continued consolidation among healthcare providers, trends toward managed care and healthcare cost containment and government laws and regulations relating to sales and promotion, reimbursement and pricing generally;

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government laws and regulations affecting domestic and foreign operations, including those relating to trade, monetary and fiscal policies, taxes, price controls, regulatory approval of new products and licensing;

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manufacturing interruptions, delays or capacity constraints or lack of availability of alternative sources for components for our products, including our ability to successfully maintain relationships with suppliers, or to put in place alternative suppliers on terms that are acceptable to us;

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difficulties inherent in product development, including the potential inability to successfully continue technological innovation, complete clinical trials, obtain regulatory approvals in the United States and abroad, gain and maintain market approval of products and the possibility of encountering infringement claims by competitors with respect to patent or other intellectual property rights which can preclude or delay commercialization of a product;

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significant litigation adverse to us including product liability claims, patent infringement claims and antitrust claims;

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product efficacy or safety concerns resulting in product recalls or declining sales;

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the impact of business combinations, including acquisitions and divestitures, such as our pending acquisition of Ostex International, Inc., and organizational restructurings consistent with evolving business strategies;

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our ability to satisfy the financial covenants and other conditions contained in our credit facilities;

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our ability to obtain required financing on terms that are acceptable to us; and

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the issuance of new or revised accounting standards by the American Institute of Certified Public Accountants, the Financial Accounting Standards Board or the Securities and Exchange Commission.

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*

Less than one percent

(1)

Includes shares issuable upon (i) conversion of Series A Convertible Preferred Stock (which are currently convertible into two shares of common stock), (ii) conversion of the outstanding principal amount (and an assumed amount of accrued but unpaid interest thereon as specifically noted) of subordinated convertible promissory notes and (iii) exercise of warrants and options that are exercisable within 60 days of November 30, 2002.

(2)

Assumes that the selling stockholders will sell all shares of common stock offered by them under this prospectus.

(3)

For each selling stockholder, this number represents the percentage of common stock to be owned by such selling stockholder after completion of the offering, based on the number of shares of common stock outstanding as of November 30, 2002 (14,906,623 shares) and assuming (i) conversion of Series A Convertible Preferred Stock (which are currently convertible into two shares of common stock) owned by such selling stockholder, (ii) conversion of the outstanding principal amount (and an assumed amount of accrued but unpaid interest thereon as specifically noted) of subordinated convertible promissory notes owned by such selling stockholder and (iii) exercise of warrants and options that are exercisable within 60 days of November 30, 2002 owned by such selling stockholder, and (iv) none of the shares of Series A Convertible Preferred Stock, warrants or options held by other persons have been converted or exercised, as applicable.

(4)

Represents shares of common stock issuable upon exercise of warrants issued in connection with our $20.0 million private placement of subordinated notes and warrants.

(5)

Robert B. Ambrose, Treasurer, has voting and investment power over the securities owned by Ambrose Logging Co. Inc.

(6)

Anthony J. Bernardo is the Vice President and Chief Operating Officer of our company. Mr. Bernardo also served as the Vice President of New Business Development for our predecessor, Inverness Medical Technology, Inc.

(7)

Selling stockholder is a director of our company and was a director of our predecessor, Inverness Medical Technology, Inc. Mr. Carabillo is also the President of Expertech Associates, Inc., a consulting firm that maintained a business relationship with our predecessor, Inverness Medical Technologies, Inc.

(8)

Selling stockholder is a principal at U.S. Boston Capital Corporation, the placement agent for our $20.0 million private placement of subordinated notes and warrants.

(9)

Represents shares of common stock issuable upon exercise of warrants issued to the placement agent for our $20.0 million private placement of subordinated promissory notes and warrants granted as a portion of the commission for the placement.

(10)

Terry P. Hadley, Trustee, has voting and investment power over the securities owned by DAC Associates Trust U/A/D 11/21/83 As Amended 7/01/02.

(11)

Arthur Fertman, Trustee has voting and investment power over the securities owned by Arthur Fertman, PSRP/RO.

(12)

Includes (i) 2,400 shares of common stock issuable upon exercise of warrants held by First Trust Corporation FBO Roy E. Kent, IRA and (ii) 1,200 shares of common stock issuable upon exercise of warrants held by the Roy E. Kent Revocable Trust, DTD 07/08/98, Roy E. Kent, Trustee.

(13)

Represents (i) 50 shares of common stock of our company held by Joseph H. Goldman, (ii) 164 shares of common stock issuable upon exercise of warrants held by Mr. Goldman, and (iii) 400 shares of common stock issuable upon exercise of warrants held jointly by Mr. Goldman and John Widly.

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(14)

Selling stockholder is a director of our company and was a director of our predecessor, Inverness Medical Technology, Inc.

(15)

Selling stockholder is an employee of Expertech Associates, Inc., a consulting firm that maintained a business relationship with our predecessor, Inverness Medical Technologies, Inc.

(16)

Dorairaju Thavaseelan, Trustee, has voting and investment power over the securities owned by Lowell Anesthesiology, PSRP.

(17)

Leon Okurowski is a principal at U.S. Boston Capital Corporation, the placement agent for our $20.0 million private placement of subordinated notes and warrants. Lawrie W. Okurowski is the spouse of Mr. Okurowski.

(18)

Includes 67,418 shares of common stock beneficially owned by Mr. Okurowski as Trustee of the US Boston Corp. PSRP U/A DTD 10/1/84, A/C Leon Okurowski.

(19)

Carol J. Perlmutter, Trustee, has voting and investment power over the securities owned by Carol J. Perlmutter, PSRP R/O.

(20)

Selling stockholder is a private investment fund managed by Perry Capital. Perry Capital is a beneficial owner of over 5% of our common stock and Richard Perry, the Senior Managing Partner, has sole voting and investment power over the securities owned by the selling stockholder.

(21)

Includes (i) 121,489 shares of common stock issuable upon conversion of the outstanding principal amount of $2,120,000 of the subordinated convertible promissory note issued in connection with our $15.0 million private placement of subordinated promissory notes and subordinated convertible promissory notes, (ii) 919 shares of common stock potentially issuable upon conversion of accrued but unpaid interest on the $2,120,000 subordinated convertible promissory note (assuming accrual of interest on the total outstanding principal amount for one quarter at the current rate of 3% per annum) and (iii) 25,642 shares of common stock issuable upon exercise of warrants.

(22)

Includes (i) 50,429 shares of common stock issuable upon conversion of the outstanding principal amount of $880,000 of the subordinated convertible promissory note issued in connection with our $15.0 million private placement of subordinated promissory notes and subordinated convertible promissory notes, (ii) 382 shares of common stock potentially issuable upon conversion of accrued but unpaid interest on the $880,000 subordinated convertible promissory note (assuming accrual of interest on the total outstanding principal amount for one quarter at the current rate of 3% per annum) and (iii) 13,938 shares of common stock issuable upon exercise of warrants.

(23)

Selling stockholder is an employee of our company.

(24)

Represents (i) 400 shares of common stock issuable upon exercise of warrants issued in connection with our $20.0 million private placement of subordinated promissory notes and warrants held by the Sara A. Sherman 2002 Trust, Leon Okurowski, Trustee, and (ii) 400 shares of common stock issuable upon exercise of warrants issued in connection with our $20.0 million private placement of subordinated promissory notes and warrants held by Sara Sherman.

(25)

Includes 3,749 shares of common stock of our company beneficially owned by Mr. Thavaseelan as Trustee of the Lowell Anesthesiology, PSRP.

(26)

Willard L. Umphrey is a principal at U.S. Boston Capital Corporation, the placement agent for our $20.0 million private placement of subordinated promissory notes and warrants. Mr. Umphrey was a director of our predecessor, Inverness Medical Technologies, Inc. Mr. Umphrey beneficially owns, through various entities, 400,236 shares of common stock of our company.

(27)

Zwanziger Family Ventures, LLC is a beneficial owner of over 5% of our common stock. Ron Zwanziger, our Chairman, President and Chief Executive Officer, and Janet M. Zwanziger, his spouse, are the managers of Zwanziger Family Ventures, LLC and each have shared voting and investment power over the securities owned by Zwanziger Family Ventures, LLC.

(28)

Includes (i) 171,919 shares of common stock issuable upon conversion of the outstanding principal amount of $3,000,000 of the subordinated convertible promissory note issued in connection with our $15.0 million private placement of subordinated promissory notes and subordinated convertible promissory notes, (ii) 1,300 shares of common stock potentially issuable upon conversion of accrued but unpaid interest on the $3,000,000 subordinated convertible promissory note (assuming accrual of interest on the total outstanding principal amount at the current rate of 3% for one quarter) and (iii) 9,200 shares of common stock issuable upon exercise of warrants issued in connection with our $20.0 million private placement of subordinated promissory notes and warrants.

(29)

Represents shares of common stock issuable upon exercise of warrants.

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(a)

block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

(b)

purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

(c)

a special offering, an exchange distribution or a secondary distribution in accordance with the rules of any stock exchange on which the securities are listed;

(d)

ordinary brokerage transactions and transactions in which the broker solicits purchases;

(e)

privately negotiated transactions;

(f)

short sales;

(g)

through the writing of options on the securities, whether or not the options are listed on an options exchange;

(h)

through the distribution of the securities by any selling stockholder to its partners, members or stockholders;

(i)

one or more underwritten offerings on a firm commitment or best efforts basis;

(j)

sales at other than a fixed price to or through a market maker or into an existing trading market, on an exchange or otherwise, for such securities;

(k)

through agreements between a broker or dealer and one or more of the selling stockholders to sell a specified number of the securities at a stipulated price per share; and

(l)

any combination of any of these methods of sale.

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the aggregate number of shares to be sold;

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the purchase price;

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the public offering price;

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if applicable, the names of any underwriter, agent or broker-dealer; and

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any applicable commissions, discounts, concessions, fees or other items constituting compensation to underwriters, agents or broker-dealers with respect to the particular transaction (which may exceed customary commissions or compensation).

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Annual Report on Form 10-K, as amended, for the year ended December 31, 2001;

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Quarterly Report on Form 10-Q, as amended, for the quarter ended March 31, 2002;

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Quarterly Reports on Form 10-Q for the quarters ended June 30, 2002 and September 30, 2002;

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Current Report on Form 8-K, event date December 20, 2001, which was filed on January 4, 2002, as amended by the Current Report on Form 8-K/A filed on March 5, 2002 and the Current Report on Form 8-K/A filed on May 7, 2002;

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Current Report on Form 8-K, event date March 6, 2002, which was filed on March 14, 2002;

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Current Report on Form 8-K, event date March 19, 2002, which was filed on March 29, 2002, as amended by the Current Report on Form 8-K/A filed on April 24, 2002;

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Current Report on Form 8-K, event date April 11, 2002, which was filed on April 11, 2002;

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Current Report on Form 8-K, event date May 28, 2002, which was filed on May 29, 2002;

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Current Report on Form 8-K, event date June 28, 2002, which was filed on June 28, 2002;

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Current Report on Form 8-K, event date July 29, 2002, which was filed on August 7, 2002;

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Current Report on Form 8-K, event date August 7, 2002, which was filed on August 8, 2002;

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Current Report on Form 8-K, event date September 9, 2002, which was filed on September 9, 2002;

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Current Report on Form 8-K, event date September 20, 2002, which was filed on October 4, 2002, as amended by the Current Report on Form 8-K/A filed on October 8, 2002 and the Current Report on Form 8-K/A filed on November 6, 2002;

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Current Report on Form 8-K, event date November 14, 2002, which was filed on November 19, 2002; and

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the description of our common stock contained in its Registration Statement on Form 8-A, filed on November 21, 2001, and all amendments and reports updating such description.

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Filed herewith.

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement.

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof.

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

5.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Filed herewith.