UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A



(Mark One)

|x  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2011.                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|OR
| ̈  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________.



Commission File Number 000-23357



BIOANALYTICAL SYSTEMS, INC.



(Exact name of the registrant as specified in
its charter)



|INDIANA
        (State or other jurisdiction of incorporation
        or organization)            |  | 35-1345024
        (I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|                                                                                                  |  |                                                        
|2701 KENT AVENUE
        WEST LAFAYETTE, INDIANA
        (Address of principal executive offices) |  | 47906
        (Zip code)                               



|(765) 463-4527
        (Registrant's telephone number, including area
        code)
|-----------------------------------------------------------------------------------



Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to section 12(g)
of the Act: Common Shares



Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act. YES  ̈NO x



Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. YES  ̈NO x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES x        NO
 ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). YESxNO  ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer  ̈Accelerated filer  ̈Non-accelerated filer  ̈Smaller Reporting Company x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). YES  ̈NO x



Based on the closing price on the NASDAQ Global
Market on March 31, 2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates of
the registrant was $8,090,000. As of December 22, 2011, 6,945,631 of registrant's common shares were outstanding.



Documents Incorporated by Reference

None









TABLE OF CONTENTS



|           |                                                                | Page
|---------- | -------------------------------------------------------------- | ----
|           |                                                                |     
|           | Explanatory Note                                               | 1   
|           |                                                                |     
|PART III   |                                                                |     
|           |                                                                |     
|Item 10.   | Directors and Executive Officers of the Registrant             | 2   
|           |                                                                |     
|Item 11.   | Executive Compensation                                         | 4   
|           |                                                                |     
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management | 11  
|           |                                                                |     
|Item 13.   | Certain Relationships and Related Transactions                 | 13  
|           |                                                                |     
|Item 14.   | Principal Accounting Fees and Services                         | 13  
|           |                                                                |     
|PART IV    |                                                                |     
|           |                                                                |     
|Item 15.   | Exhibits and Financial Statement Schedules                     | 14  
|           |                                                                |     
|SIGNATURES |                                                                | 15  











EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (the “Amendment”)
amends the Annual Report on Form 10-K of the Bioanalytical Systems Inc. Company (“we”, “us”, “our”,
or the “Company”) for the fiscal year ended September 30, 2011, originally filed with the Securities and Exchange Commission
(the “SEC”) on December 29, 2011 (the “Original Filing”).  Since we did not file our definitive
proxy statement within 120 days of our fiscal year ended September 30, 2011, we are filing this Amendment to include the information
required by Part III, which was omitted from the Original Filing.  In addition, in connection with the filing of this Amendment
and pursuant to the rules of the SEC, we are including with this Amendment certain currently dated certifications.  Accordingly,
Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications.



This Form 10-K/A does not attempt to modify
or update any other disclosures set forth in the Original Filing, except as required to reflect the additional information included
in Part III of this Form 10-K/A.  Additionally, this  Form 10-K/A, except for the additional information included
in Part III, speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent
to the date of the Original Filing.



1







PART III



ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The following information
concerns the persons who served as the directors of the Company as of September 30, 2011. Except as indicated in the following
paragraphs, the principal occupations of these persons have not changed in the past five years. Information concerning the executive
officers of the Company may be found in “Executive Officers of the Registrant” under Item 1 of Form 10-K as originally
filed on December 29, 2011, which is incorporated herein by reference.



|Name                        |  | Age |  | Position                                       
|--------------------------- |  | --- |  | -----------------------------------------------
|John B. Landis, Ph.D.       |  | 58  |  | Chairman                                       
|Larry S. Boulet             |  | 65  |  | Director                                       
|David W. Crabb, M.D.        |  | 58  |  | Director                                       
|David L. Omachinski         |  | 59  |  | Director                                       
|A. Charlene Sullivan, Ph.D. |  | 62  |  | Director                                       
|Anthony S. Chilton, Ph.D.   |  | 55  |  | Director, President and Chief Executive Officer





John B. Landis, Ph.D.
was elected as a director of the Company on November 12, 2009 and elected as the Chairman of the Board on February 11, 2010. Dr.
Landis retired from his position as Senior Vice President, Pharmaceutical Sciences of Schering-Plough in October 2008 and is currently
an Adjunct Professor at Purdue University's Department of Chemistry. Prior to joining Schering-Plough in 2003, Dr. Landis served
in various management positions with Pharmacia Corporation and The Upjohn Company, including Director of Quality Control, Executive
Director of Quality Control, Vice President of Quality Control, Vice President of Analytical Research, Vice President of CNS Psychiatry,
and Senior Vice President of Preclinical Development. Dr. Landis received his Bachelor of Science in Chemistry from Kent State
University, his Masters in Analytical Chemistry from Purdue University and his Ph.D. in Analytical Chemistry from Purdue University.



Larry S. Boulethas
served as a director of the Company since May 2007. Mr. Boulet was a Senior Audit Partner with PricewaterhouseCoopers (PwC) and
a National Financial Services Industry Specialist. For the last five years of his career with PwC, Mr. Boulet served as Partner-in-charge
of the Indianapolis office’s Private Client Group. Prior to serving on our Board, he served on the Board of Directors of
Century Realty Trust, an Indiana based, real estate investment trust. He also served as Audit Committee Chairman until the Trust’s
sale and liquidation in 2007. Currently, Mr. Boulet also serves on the Indiana State University Foundation Board of Directors,
where he is a past Chairman of the Board. He holds a Bachelor of Science degree in Accounting from Indiana State University.



David
W. Crabb, M.D. has served as a director of the Company since February, 2004. He has been Chairman of the Indiana University
Department of Medicine since 2001. He has been a member of the faculty of the Departments of Medicine and Biochemistry and Molecular
Biology since 1983. He served as Vice Chairman for Research for the department and as an Assistant Dean for Research from 1993
to 2000. Dr. Crabb is the Director of the Indiana Alcohol Research Center, serves on several editorial boards and is a member of
the Boards of Directors of Polymer Technology Sciences, Inc., The Regenstrief Institute, and the Health and Hospital Corporation
of Marion County. He was a recipient of a NIH Merit award and numerous other research and teaching awards.



David L. Omachinski
was elected as a director of the Company on October 8, 2009. Mr. Omachinski is currently an executive management consultant. From
1993 to 2005, he served in various executive management positions with Oshkosh B'Gosh, Inc., including President, Chief Operating
Officer, Chief Financial Officer, Vice President of Finance and Treasurer. Mr. Omachinski also previously held various executive
roles with Schumaker, Romenesko & Associates, S.C., a Wisconsin-based, full service, regional accounting firm. Mr. Omachinski
also serves on the board of Anchor BanCorp Wisconsin, Inc. since 1999, the University of Wisconsin-Oshkosh Foundation since 2003,
and Chamco, Inc. since 2002. Mr. Omachinski received his Bachelor of Business Administration from the University of Wisconsin-Oshkosh
and is a certified public accountant. Mr. Omachinski is the Chairman of the Board of Directors and Chair of the Audit Committee
of Anchor Bancorp.  On June 26, 2009, Anchor Bancorp and the Bank each consented to the issuance of an Order to
Cease and Desist (together, the "Orders") by the Office of Thrift Supervision (the "OTS"). The Orders require Anchor
Bancorp and its directors, officers and employees to cease and desist from engaging in any unsafe and unsound practices that
resulted in the operation of Anchor Bancorp with insufficient liquidity and earnings and an inadequate level of capital for
its risk profile or the Bank operating at a loss, with a large volume of adversely classified assets, or with an inadequate level
of capital for the kind and quality of assets held.  The Orders require Anchor Bancorp and the Bank to notify, and in some
cases receive permission from, the OTS prior to making certain payments, incurring indebtedness, entering into certain contractual
arrangements or changing its management or directors.  Further, the Orders require each of Anchor Bancorp and the Bank to
submit financial plans to the OTS within a prescribed period of time.  Finally, the Bank must meet and maintain certain core
capital and total risk-based capital ratios.



2







A. Charlene Sullivan,
Ph.D. was elected as a director of the Company in January 2010. Dr. Sullivan is an Associate Professor of Management at the
School of Management and the Krannert Graduate School of Management at Purdue University since 1984 and has been a faculty member
at Purdue since 1978.  Throughout her career at Purdue, Dr. Sullivan has taught undergraduate and graduate classes on
corporate finance, financial institutions and markets and financial and managerial accounting and has received numerous awards
and honors from the university.  Since 2000 Dr. Sullivan also has served as the Management Faculty Advisor for the Technical
Assistance Program at Purdue, which consults with small businesses in Indiana.  In addition, Dr. Sullivan has served
as a financial analyst for the Indiana Gaming Commission since 1995 and as a risk management consultant for Edgar Dunn & Company
(a strategy and consulting firm) since 1994.  Dr. Sullivan has served on the boards of directors of several private financial
institutions and not-for-profit organizations, including the Federal Reserve Bank of Chicago from 1990 until 1996 and the Purdue
Employees Federal Credit Union from 1997 until April 2009.  She currently serves on the board of directors of the Greater
Lafayette Community Foundation and on the Asset-Liability Committee for the Purdue Employees Federal Credit Union.  Dr.
Sullivan earned a B.S. degree in Home Economics from the University of Kentucky and a M.S. and Ph.D. in Management from Purdue
University.



Anthony S. Chilton, Ph.D.was elected
as a director of the Company on August 12, 2010. Dr. Chilton serves as the Chief Executive Officer, effective May 13, 2010. Dr.
Chilton had previously served as Chief Operating Officer since December 1, 2008 and interim President since January 27, 2010. Dr.
Chilton has over 30 years of experience as a scientist and executive in leading life sciences companies in England, Canada and
the United States. For the past two years, Dr. Chilton was in charge of early development programs at Atherogenics, Inc. of Alpharetta,
Ga. In the two years prior to joining the Company, Dr. Chilton provided consulting and advisory services to various pharmaceutical
companies. Prior to that, he was Vice President of the Biopharmaceutical Development Division of Cardinal Health Inc., which he
joined through a predecessor company in 1998 that was acquired by Cardinal in 2002. Previously, Dr. Chilton spent three years with
life sciences companies in Canada, prior to which he held positions in his native United Kingdom. Dr. Chilton received his bachelor’s
degree in Chemistry from the University of East Anglia in 1981, and his Ph.D. in Analytical Chemistry from the University of Hertfordshire
in 1993.



Audit Committee



The Board of Directors
has established an Audit Committee. The Audit Committee is responsible for recommending independent auditors, reviewing, in connection
with the independent auditors, the audit plan, the adequacy of internal controls, the audit report and management letter and undertaking
such other incidental functions as the board may authorize. Larry S. Boulet, David Omachinski and A. Charlene Sullivan are the
members of the Audit Committee. The Board of Directors has determined that each of Mr. Boulet and Mr. Omachinski is an audit committee
financial expert (as defined by Item 401(h) of Regulation S-K). All of the members of the Audit Committee are “independent”
(as defined by Item 7(d)(3)(iv) of Schedule 14A).



Code of Conduct



The Board of Directors
has adopted a Code of Ethics (as defined by Item 406 of Regulation S-K) that applies to the Company’s Officers, Directors
and employees, a copy of which is incorporated herein by reference to Exhibit 14 to Form 10-K for the fiscal year ended September
30, 2006.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act
of 1934 requires the Corporation’s directors and executive officers and persons who beneficially own more than ten percent
of BASi’s Common Shares and any other person subject to section 16(a) with respect to BASi to file with the Securities and
Exchange Commission reports showing ownership of and changes in ownership of BASi’s Common Shares and other equity securities.
On the basis of information available to us, we believe that all filing requirements were met for fiscal 2011.



3







ITEM 11-EXECUTIVE COMPENSATION



COMPENSATION DISCUSSION AND ANALYSIS



Compensation Committee and Compensation
Methodology



During the 2011 fiscal year, the Compensation
Committee of the Board was responsible for administering the compensation and benefit programs for BASi's team members, including
the executive officers. Historically, the Compensation Committee annually reviewed and evaluated cash compensation and stock option
award recommendations along with the rationale for such recommendations, as well as summary information regarding the aggregate
compensation, provided to BASi's executive officers. The Compensation Committee examined these recommendations in relation to BASi's
overall objectives and made compensation recommendations to the Board for final approval. The Compensation Committee also historically
sent to the Board for approval its recommendations on compensation for President and Chief Executive Officer, who does not participate
in the decisions of the Board as to his compensation package. The President and Chief Executive Officer was not a member of the
Compensation Committee during the 2011 fiscal year.



BASi has not hired a compensation consultant
to review its compensation practices. The compensation of BASi's executives who were employees as of September 30, 2007 was frozen
by the Compensation Committee at the last fiscal year’s 2008 compensation level through fiscal 2011 as part of the effort
to return the Company to profitability. This group did not include Dr. Chilton, who was hired in December 2008.



BASi's executive compensation practices are
also affected by the highly competitive nature of the biotechnology industry and the location of BASi's executive offices in West
Lafayette, Indiana. The fact that West Lafayette, Indiana is a small city in a predominantly rural area can present challenges
to attracting executive talent from other industries and parts of the country. However, the favorable cost of living in this area
and the small number of competitive employers in this market, enable the Company to pay generally lower salaries for comparable
positions to others in its industry. The Company has also recruited a number of key employees from Purdue University, particularly
for scientific and technical responsibilities.



The Compensation Committee, in collaboration
with management, is in the process of reviewing the compensation structure of the Company in order to provide the proper incentives
and necessary retention of key employees, including the named executive officers, to achieve financial success and an appropriate
return to shareholders. These efforts will be ongoing in the current fiscal year.



The Company intends to develop compensation
packages for BASi's executive officers that meet each of the following three criteria: (1) market competitive - levels
competitive with companies of similar size and performance to BASi; (2) performance-based "at risk" pay that is
based on both short- and long-term goals; and (3) shareholder-aligned incentives that are structured to create alignment between
the shareholders and executives with respect to short- and long-term objectives.



Employment Agreements and Post-Termination Payments



BASi has Employment Agreements
with Messrs. Chilton, Cox and Hidalgo and had an Employment Agreement with Mr. Shepperd.



Employment Agreement with Dr. Anthony S.
Chilton



On December 1, 2008, BASi entered into an Employment
Agreement with Dr. Chilton to serve as Chief Operating Officer, Scientific Services of BASi. Pursuant to the terms of the agreement
between BASi and Dr. Chilton, the agreement has an initial term that ends on December 30, 2010, but this employment term can be
extended for successive one year periods unless either BASi or Dr. Chilton gives the other party written notice at least 90 days
before the end of the term. Dr. Chilton received a base salary of $195,000 per year in the first year, which may be increased by
the Company in the future. Additionally, Dr. Chilton received a sign-on bonus in two installments of $5,000 each, on March 15,
2009 and July 15, 2009. Dr. Chilton will also be eligible for any bonus plans adopted by the Company at the discretion of the Compensation
Committee of the Board of Directors.



4







The Agreement provides that Dr. Chilton could
be entitled to severance benefits following the termination of his employment, as is further described below under the heading,
“Change-in Control Agreements.” If he is terminated by BASi without "cause", or if Dr. Chilton terminates
his employment for "good reason" he would be entitled to the following:



| | · | Dr. Chilton’s base salary, payable monthly for 12 months following termination;
| | - | -------------------------------------------------------------------------------

| | · | all vacation accrued as of the date of termination;
| | - | ---------------------------------------------------

| | · | all bonus amounts earned but not paid as of the date of termination; and
| | - | ------------------------------------------------------------------------

| | · | all salary earned but not paid through the date of termination.
| | - | ---------------------------------------------------------------



In addition, the non-solicitation
provision of Dr. Chilton’s employment contract will not apply in the event of termination without cause or resignation with
good reason.



On January 27, 2010, Dr.
Chilton was elected as the interim President of the Company.



On February 1, 2010, BASi
and Dr. Chilton entered into an Amended and Restated Employment Agreement. Under the amended Employment Agreement, the Company
extended the term of Dr. Chilton's employment until January 31, 2013. The amended Employment Agreement provides that, during any
period Dr. Chilton serves as Interim President of the Company, (a) his base salary will be increased to $19,105 per month, and
(b) he will receive a cash bonus equal to two percent (2%) of the consolidated earnings before interest expense, income tax expense,
depreciation expense and amortization expense of the Company for that period ("EBITDA Bonus"). In addition to reimbursement
of business expenses in accordance with the Company’s standard reimbursement policies, Dr. Chilton will be entitled to reimbursement
for reasonable living expenses in the Lafayette, Indiana area during the term of his employment, and reasonable travel expenses
for travel to and from his residence in Alpharetta, Georgia. The Company has also agreed to provide Dr. Chilton a $600 monthly
car allowance and certain other benefits consistent with other executive level employees.



The Employment Agreement
also provides that if Dr. Chilton becomes the Company's President and Chief Executive Officer, then (i) his base salary will increase
to $21,188.33 per month, (ii) he will receive a grant of options to purchase an additional 125,000 common shares of the Company
on the date he is elected to those positions and grants of additional options to purchase 25,000 common shares on the first and
second anniversaries of the date of the Employment Agreement, (iii) he will continue to earn the EBITDA Bonus, and (iv) he will
be elected to the Company's Board of Directors. All of the options will be granted at an exercise price that is equal to the fair
market value of the common shares on the date of grant. The options granted on the date of Dr. Chilton's election would vest in
three equal installments on January 31, 2011, 2012 and 2013. The options granted in 2011 would vest in two equal installments on
January 31, 2012 and 2013 and the options granted in 2012 would vest on January 31, 2013.



According to the Employment Agreement, if Dr. Chilton's employment
is terminated without Cause (as defined in the Employment Agreement) or he resigns for "Good Reason" (as defined in
the Employment Agreement), then the Company shall (a) pay Dr. Chilton (i) his current salary through the termination date or resignation
date; (ii) all vacation accrued as of date of resignation or termination, and (iii) all bonuses earned but not paid as of the
date of termination or resignation; and (b) pay Dr. Chilton as compensation for loss of office twelve (12) months base salary
at the then current salary, provided that such payments shall cease if Dr. Chilton becomes employed during such period.  If
Dr. Chilton is terminated for Cause or resigns without Good Reason, the Company will pay Dr. Chilton (x) his earned but unpaid
then-current base salary through the date of termination or resignation (y) all vacation accrued as of the date of termination
resignation and (z) all bonuses earned but not paid as of the date of termination or resignation.



The Agreement provides that Dr. Chilton could
be entitled to severance benefits following the termination of his employment, as is further described below under the heading,
“Change-in Control Agreements.”



On May 13, 2010, Dr. Chilton
was elected as President and Chief Executive Officer of the Company.



Employment Agreement with Michael R. Cox



On November 6, 2007, BASi entered into an Employment
Agreement with Mr. Cox to serve as Vice President, Finance and Administration and Chief Financial Officer of BASi. Pursuant to
the terms of the agreement between BASi and Mr. Cox, the agreement has an initial term that ends on December 30, 2010, but this
employment term can be extended for successive one year periods unless either BASi or Mr. Cox gives the other party written notice
at least 90 days before the end of the term.



5







Mr. Cox’s Employment Agreement provides
for a base salary of $165,000 per year, which may be increased by the Company. Mr. Cox is also eligible for any bonus plans adopted
by the Company at the discretion of the Compensation Committee of the Board of Directors.



The Agreement provides that Mr. Cox could be
entitled to severance benefits following the termination of his employment, as is further described below under the heading, “Change-in
Control Agreements.” If he is terminated by BASi without "cause", or if Mr. Cox terminates his employment for "good
reason" he would be entitled to the following:



| | · | Mr. Cox's base salary, payable monthly for 12 months following termination;
| | - | ---------------------------------------------------------------------------

| | · | all vacation accrued as of the date of termination;
| | - | ---------------------------------------------------

| | · | all bonus amounts earned but not paid as of the date of termination; and
| | - | ------------------------------------------------------------------------

| | · | all salary earned but not paid through the date of termination.
| | - | ---------------------------------------------------------------



In addition, the non-solicitation
provision of Mr. Cox's employment contract will not apply in the event of termination without cause or resignation with good reason.



On April 15, 2010, BASi
entered into an Amendment to the Employment Agreement with Mr. Cox. The Amendment revised the definition of a "Change of Control"
to exclude the filing of a Form 13-D with the Securities and Exchange Commission as a triggering event.  The Amendment
further stipulates that no event constituting a Change of Control from the filing of Form 13-D prior to the date of the Amendment
has occurred or will be asserted.   Additionally, the term of Mr. Cox's employment was extended until December 30,
2011.



On September 30, 2011, BASi entered into an
Amendment to the Employment Agreement (Amended Agreement) with Michael R. Cox. The Amended Agreement provides that it will expire
on December 31, 2011, unless the Company notifies Mr. Cox that it desires to extend the term of the agreement for up to three months.  On
December 29, 2011, the Company notified Mr. Cox of its election to extend the term of his amended employment agreement until March
31, 2012. Upon expiration of the agreement, Mr. Cox's employment with the Company will terminate, and, so long as Mr. Cox has continued
to perform his duties in a manner consistent with his past performance and executes a severance agreement and release in a form
acceptable to the Company, Mr. Cox will be entitled to receive monthly payments at a rate equal to his then-current salary for
a period of twelve months following the expiration date.



Employment Agreement with Alberto Hidalgo



On August 18, 2010, BASi
entered into an Employment Agreement with Mr. Hidalgo to serve as Vice President, Business Development and Marketing of BASi. Pursuant
to the terms of the agreement between BASi and Mr. Hidalgo, the agreement has an initial term that ends on December 30, 2011, but
this employment term can be extended for successive one year periods unless either BASi or Mr. Hidalgo gives the other party written
notice at least 90 days before the end of the term. Neither party gave written notice to terminate the contract at December 30,
2011.



Mr. Hidalgo’s Employment Agreement provides
for a base salary of $163,600 per year, which may be increased by the Company. Mr. Hidalgo is also eligible for any bonus plans
adopted by the Company at the discretion of the Compensation Committee of the Board of Directors.



The Agreement provides that Mr. Hidalgo could
be entitled to severance benefits following the termination of his employment, as is further described below under the heading,
“Change-in Control Agreements.” If he is terminated by BASi without "cause", or if Mr. Hidalgo terminates
his employment for "good reason" he would be entitled to the following:



| | · | Mr. Hidalgo's base salary, payable monthly for 3 months following termination;
| | - | ------------------------------------------------------------------------------

| | · | all vacation accrued as of the date of termination;
| | - | ---------------------------------------------------

| | · | all bonus amounts earned but not paid as of the date of termination; and
| | - | ------------------------------------------------------------------------

| | · | all salary earned but not paid through the date of termination.
| | - | ---------------------------------------------------------------



In addition, the non-solicitation
provision of Mr. Hidalgo's employment contract will not apply in the event of termination without cause or resignation with good
reason.



6





Employment Agreement with Richard M. Shepperd



On January 12, 2009, BASi entered into an Amendment
to Employment Agreement with Mr. Shepperd. The Amendment reduced Mr. Shepperd's base salary from $35,000 per month to $20,000
per month.  Partially offsetting this, the Amendment provided for a new housing allowance of $1,000 per month, for a
total of $12,000 in calendar 2009.  The Amendment also contemplated that, if a "Change in Control" (as defined
in the employment contract) occurs prior to the end of the term of the Agreement, Mr. Shepperd will receive a bonus payment of
$201,600.



The agreement provided that Mr. Shepperd could
be entitled to certain severance benefits following termination of employment. If he is terminated by BASi without "cause",
or if Mr. Shepperd terminates his employment for "good reason," he would be entitled to the following:



| | · | Mr.
                                                                                                             Shepperd's base salary
                                                                                                             through
                                                                                                             December 31, 2009,
                                                                                                             to be paid monthly;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | all vacation accrued as of the date of termination;
| | - | ---------------------------------------------------

| | · | all bonus amounts earned but not paid as of the date of termination; and
| | - | ------------------------------------------------------------------------

| | · | all salary earned but not paid through the date of termination.
| | - | ---------------------------------------------------------------



In addition, the non-solicitation
provisions of Mr. Shepperd’s employment contract will not apply in the event of termination without cause or resignation
with good reason.



The
agreement further provides that if Mr. Shepperd's employment ends for any reason other than termination without cause or resignation
with “good reason,” Mr. Shepperd shall receive his earned but unpaid salary through the date of termination, all bonus
amounts earned but not paid as of the date of termination and all vacation accrued through the date of such termination.



On January 27, 2010, Mr. Shepperd retired as
President of the Company and retired as Chief Executive Officer and as a director of the Company on February 12, 2010. In
connection with Mr. Shepperd's retirement from the Company, the Board of Directors approved a retirement payment to Mr. Shepperd
of $120,000, payable in twelve equal monthly installments commencing March 1,2010.



Change-in-Control Agreements



Dr. Chilton’s, Mr. Cox’s and Mr.
Hidalgo’s Employment Agreements contain a change in control feature. Under this Employment Agreement, if Dr. Chilton, Mr.
Cox or Mr. Hidalgo is “involuntarily terminated” for any reason following a change in control, Dr. Chilton or Mr. Cox
would receive an amount equal to his monthly base salary for the 12 months prior to termination payable for at least 2 years and
Mr. Hidalgo would receive an amount equal to his monthly base salary for the 12 months prior to termination payable for at least
1 year. Each would also be eligible for any special bonus program and be eligible to participate in Company sponsored benefits,
savings and retirement plans, practices, policies and programs, with the employee contribution paid by the employee.



“Involuntarily terminated” is defined
in the Employment Agreements as resulting from a “change in control” of the Company, and due to either (1) the elimination
or diminution of the Employee’s position, authority, duties and responsibilities relative to the most significant of
those held, exercised and assigned at any time during the six month period immediately preceding a “change in control”;
or (2) a change in location requiring the Employee’s services to be performed at a location other than the location where
the Employee was employed immediately preceding a “change in control,” other than any office which is the headquarters
of the Company and is less than 35 miles from such location.



A "change in control" is defined in
Dr. Chilton’s Employment Agreements as (1) approval by shareholders of the Company of (a) any consolidation or merger of
the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of stock of the Company
would be converted into cash, securities or other property, other than a consolidation or merger of the Company in which holders
of its common shares immediately prior to the consolidation or merger have substantially the same proportionate ownership of voting
common stock of the surviving corporation immediately after the consolidation or merger as immediately before, or (b) a sale, lease,
exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the
Company; (2) a change in the majority of members of the Board of Directors of the Company within a twenty-four (24) month period
unless the election, or nomination for election by the Company shareholders, of each new director was approved by a vote of two-thirds
(2/3) of the directors then still in office who were in office at the beginning of the twenty-four (24) month period; or (3) the
Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders
of the Company immediately prior to the combination do not hold, directly or indirectly, more than fifty percent (50%) of the share
of voting common stock of the combined company (there being excluded from the number of shares held by such shareholders, but not
from the shares of voting common stock of the combined company, any shares received by affiliates (as defined in the rules of the
SEC) of such other company in exchange for stock of such other company).



7







Executive Compensation Tables



Fiscal 2011 Summary Compensation Table



The following narrative, tables and footnotes
describe the "total compensation" earned during BASi's 2011 fiscal year by BASi's named executive officers (each, an
“NEO” and together, the “NEOs”). The total compensation presented below does not reflect the actual compensation
received by BASi's NEOs or the target compensation of BASi's NEOs during its 2011 fiscal year because there was no value realized
by BASi's NEOs during its 2011 fiscal year from long-term incentives (exercise of options).



The individual components of the total compensation
calculation reflected in the Summary Compensation Table are broken out below:



Salary. Base salary earned during BASi's
2011 and 2010 fiscal years. The terms of the Employment Agreements governed the base salary for Messrs. Chilton, Cox, Hidalgo and
Shepperd.



Bonus. The amounts presented as bonuses for Dr. Chilton below
represent a sign on bonus paid in two equal installments per his employment agreement in fiscal 2009 and an accrued cash bonus
of 2% of EBITDA per his amended employment agreement in fiscal 2010. The amount presented as a bonus for Mr. Cox in fiscal 2011
is related to his efforts in successfully completing BASi’s public equity offering in May 2011. No other bonuses were paid
or accrued in fiscal 2010 or 2011 for any other NEO.



Option Awards. The awards disclosed under the heading "Option
Awards" consist of the aggregate grant date fair value of the stock option awards granted in fiscal 2011 in accordance with
FASB ASC Topic 718. The grant date fair value of the option awards may vary from the actual amount ultimately realized by the
NEO based on a number of factors. The factors include BASi's actual operating performance, Common Share price fluctuations, differences
from the valuation assumptions used, the limited liquidity in the trading of the Company’s shares and the timing of exercise
or applicable vesting. Assumptions used in the calculation of the grant date
fair value are included in Note 9 in the Notes to Consolidated Financial Statements in BASi’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2011.



All Other Compensation. The amounts
included under “All Other Compensation” are described in the footnotes to the table.



|SUMMARY COMPENSATION TABLE                                         
|-------------------------------------------------------------------
|Name and principal position                                        
|Richard M. Shepperd, President & Chief Executive Officer (2)       
|Anthony S. Chilton, Ph.D., President, Chief Executive Officer;     
|Director (4)                                                       
|Michael R. Cox, Vice President, Finance and Chief Financial Officer
|(12)                                                               
|Alberto Hidalgo, Vice President, Business Development and          
|Marketing (15)                                                     





8













(1) Represents the aggregate grant date fair value of the stock
option awards granted in fiscal years 2011 and 2010 in accordance with FASB ASC Topic 718. There was one stock option grant to
an NEO in fiscal 2011 and four grants to an NEO in fiscal 2010.

(2) On January 27, 2010, Mr. Shepperd retired as President of the
Company and retired as Chief Executive Officer and as a director of the Company on February 12, 2010.

(3) Retirement payment approved by the Board
of Directors upon Mr. Shepperd’s retirement of $120,000 plus a housing allowance of $1,000 per month per amended employment
agreement with Mr. Shepperd executed on January 12, 2009, as discussed above plus vacation payout of $5,536 for vacation accrued
up to his retirement.

(4) Dr. Chilton was hired on December 1, 2008,
during fiscal 2009. On January 27, 2010, Dr. Chilton was elected as the interim President of the Company. On May 13, 2010, Dr.
Chilton was elected as President and Chief Executive Officer of the Company.

(5) Per amendment to the employment agreement executed on February
1, 2010, as discussed above, Dr. Chilton’s base salary was increased to $19,105 per month for the months in which he served
as the Interim President of the Company. His base salary was increased again to $21,188 per month when, on May 13, 2010, he was
elected as the President and Chief Executive Officer of the Company.

(6) EBITDA bonus per amended employment agreement accrued in fiscal
2010, paid in fiscal 2011.

(7) Grant date fair value of two new grants in fiscal 2010. The
first grant was on February 1, 2010 for 25,000 options on common shares, vesting evenly beginning January 31, 2011 and each successive
year through January 1, 2013. The second grant was on May 12, 2010 for 125,000 options on common shares, vesting evenly beginning
on January 31, 2011 and each successive year through January 31, 2013. As of January 31, 2012, 100,000 option shares have vested
and are exercisable.

(8) $600 monthly car allowance and reimbursement of reasonable living
and travel expenses per amended employment agreement with Dr. Chilton signed on February 1, 2010.

(9) EBITDA bonus per amended employment agreement accrued in fiscal
2011, paid in fiscal 2012.

(10) Grant date fair value of new grant on February 24, 2011 for
25,000 options on common shares, vesting evenly beginning January 31, 2012 through January 1, 2013. As of January 31, 2012, 12,500
option shares have vested and are exercisable.

(11) $600 monthly car allowance and reimbursement of reasonable
living and travel expenses per amended employment agreement with Dr. Chilton signed on February 1, 2010.

(12) Effective October 4, 2007, Mr. Cox also assumed the responsibilities
of Chief Administrative Officer. In April, 2010, as discussed above, Mr. Cox entered into a new employment agreement and was awarded
additional stock option grants. On September 30, 2011, as discussed above, Mr. Cox entered into an amended employment agreement
that originally expired on December 31, 2011 but was extended until March 31, 2012.

(13) Bonus related to efforts in completing the May 2011 public
equity offering.

(14) Grant date fair value of new grant on April 15, 2010 for 20,000
options on common shares, vesting in equal installments beginning April 15, 2011 and each successive year through April 15, 2013.
As of January 31, 2012, 6,666 shares have vested and are exercisable.

(15) Mr. Hidalgo was hired on August 18, 2010 and was not included
as an NEO in fiscal 2010.

(16) Grant date fair value of new grant on August 18, 2010 for 30,000
options on common shares, vesting in equal installments beginning August 18, 2012 and each successive year through August 15, 2015.
As of January 31, 2012, zero shares have vested and are exercisable.



Outstanding Equity Awards at Fiscal Year-End
Table



BASi has awarded stock options to members of
its senior management and other BASi team members. The terms of these awards typically provide for vesting over a defined period
of time. Option awards generally have a four-part vesting schedule in which the first of the four installments vests on the second
anniversary of the grant date. Each subsequent one-fourth installment thereafter vests on the anniversary of the grant date for
the next three years; however, the Compensation Committee and the Board have the ability to alter, and occasionally do alter, the
vesting schedule to meet specific objectives. The options expire if not exercised within ten years from the date of grant. The
following table shows the equity awards granted to BASi's NEOs that were outstanding as of the end of BASi's 2011 fiscal year.



9







|OUTSTANDING EQUITY AWARDS AT FISCAL 2011 YEAR-END
|-------------------------------------------------
|OPTION AWARDS                                    
|                                                 
|                                                 
|Name                                             
|                                                 
|Richard M. Shepperd (1)                          
|Anthony S. Chilton, Ph.D.                        
|                                                 
|                                                 
|                                                 
|Michael R. Cox                                   
|                                                 
|                                                 
|Alberto Hidalgo                                  



| | (1) | Mr. Shepperd’s options were forfeited upon retirement.                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Options on 10,000 shares vested on December 1, 2011.                                                                                                                 
| | (3) | Options on 8,334 shares vested on January 31, 2012 and 8,333 shares vest on January 31, 2013.                                                                        
| | (4) | Options on 41,666 shares vested on January 31, 2012 and 41,667 shares vest on January 31, 2013.                                                                      
| | (5) | Options on 12,500 shares vested on January 31, 2012 and 12,500 shares vest on January 31, 2013.                                                                      
| | (6) | Options on 6,667 shares vest on April 15, 2012 and 6,667 shares vest on April 15, 2013.                                                                              
| | (7) | Options on 7,500 shares vest on August 18, 2012, 7,500 shares vest on August 18, 2013, 7,500 shares vest on August 18, 2014 and 7,500 shares vest on August 18, 2015.



Fiscal 2011 Option Exercises



There were no options exercised
by NEOs in fiscal 2011.



COMPENSATION OF DIRECTORS



BASi's compensation package
for non-employee directors is generally comprised of cash (annual retainers and board and committee meeting fees) and stock option
awards. The annual pay package is designed to attract and retain highly-qualified, independent professionals to represent BASi's
shareholders and reflect BASi's position in the industry. With the 2008 Stock Option Plan, BASi intended to better align director
and shareholder interests through the use of stock option awards to directors. Actual annual pay varies among directors based on
Board committee memberships, committee chair responsibilities and meetings attended. BASi has not adopted guidelines with respect
to non-employee director ownership of common shares. Directors who are employees, if any, receive no additional compensation for
their service on the Board.



Compensation for non-employee
directors during the 2011 fiscal year consisted of the following:



|Type of Compensation                                                        |  | Amount ($) |      
|--------------------------------------------------------------------------- |  | ---------- | -----
|Annual retainer for Board membership                                        |  |            | 3,300
|Annual retainer for director serving as Chair of the Audit Committee        |  |            | 2,000
|Annual retainer for director serving as Chair of the Compensation Committee |  |            | 1,000
|Annual retainer for director serving as Chair of the Nominating Committee   |  |            | 500  
|Meeting fee for Board meeting, in person                                    |  |            | 1,000
|Meeting fee for Board meeting, by phone                                     |  |            | 500  
|Committee meetings, non-Board meeting days, in person                       |  |            | 500  
|Committee meetings, non-Board meeting days, by phone                        |  |            | 250  
|Daily fee for consultation with management                                  |  |            | 1,000



10







For meetings of the standing
Board committees held in conjunction with a meeting of the Board, no additional fees are paid.



Option Awards



The amounts disclosed under the heading "Option
Awards" in the table below consist of the aggregate grant date fair value of the stock option awards granted in fiscal 2011
in accordance with FASB ASC Topic 718. In fiscal 2011, there were no common stock options awarded to non-employee directors.



Business Expenses



The directors are reimbursed
for their business expenses related to their attendance at BASi meetings, including room, meals and transportation to and from
Board and committee meetings.  Directors are also encouraged to attend educational programs related to Board issues
and corporate governance, which are reimbursed by the Company.



Non-Employee Directors' Compensation Table



The following table shows
information regarding the compensation of BASi's non-employee directors for the 2011 fiscal year.



|DIRECTOR COMPENSATION FOR FISCAL 2011
|-------------------------------------
|Name (1) (2)                         
|Larry S. Boulet                      
|David W. Crabb                       
|John B. Landis                       
|David L. Omachinski                  
|A. Charlene Sullivan                 



| | (1) | Total options outstanding for each director at fiscal year-end 2011 are as follows: 10,000 outstanding options for each of
Dr. Landis, Mr. Omachinski and Dr. Sullivan, respectively; 15,000 outstanding options for Mr. Boulet.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Hamot joined our Board of Directors in fiscal 2012 and thus, during fiscal 2011, did not earn any compensation for services
on our Board of Directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | No common stock options were granted to non-employee directors in fiscal 2011.
| | --- | ------------------------------------------------------------------------------

| | (4) | Reimbursement for travel expenses associated with Board meetings.
| | --- | -----------------------------------------------------------------



ITEM 12-SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Ownership of Common Stock



The following table shows, as of January 31,
2012, the number of common shares owned by our directors, executive officers named in the Summary Compensation Table below, our
current directors and executive officers as a group, and beneficial owners known to us to hold more than 5% of our outstanding
common shares. As of January 31, 2012, there were 6,972,765 common shares outstanding.



11







|NAME                                          |  | Shares Owned |         |     | Shares Owned Jointly |  |         | Shares / Options Owned Beneficially |  |  | Total     |  |  | % |          
|--------------------------------------------- |  | ------------ | ------- | --- | -------------------- |  | ------- | ----------------------------------- |  |  | --------- |  |  | - | ---------
|Peter T. Kissinger (1)                        |  |              | 427,747 |     |                      |  | 595,910 |                                     |  |  | 252,310   |  |  |   | 1,275,967
|Candice B. Kissinger(1)                       |  |              | 250,956 |     |                      |  | 595,910 |                                     |  |  | 429,101   |  |  |   | 1,275,967
|Seth W. Hamot (2), (3)                        |  |              | —       |     |                      |  | —       |                                     |  |  | 1,127,971 |  |  |   | 1,127,971
|Anthony S. Chilton (3)                        |  |              | 142,500 | (4) |                      |  | —       |                                     |  |  | —         |  |  |   | 142,500  
|Michael R. Cox (3)                            |  |              | 87,666  | (5) |                      |  | —       |                                     |  |  | —         |  |  |   | 87,666   
|David L. Omachinski (3)                       |  |              | 10,000  |     |                      |  | —       |                                     |  |  | —         |  |  |   | 10,000   
|Larry S. Boulet (3)                           |  |              | 8,500   | (6) |                      |  | —       |                                     |  |  | —         |  |  |   | 8,500    
|David W. Crabb (3)                            |  |              | 1,300   |     |                      |  | —       |                                     |  |  | —         |  |  |   | 1,300    
|Alberto Hidalgo (3)                           |  |              | —       |     |                      |  | —       |                                     |  |  | —         |  |  |   | —        
|John B. Landis (3)                            |  |              | —       |     |                      |  | —       |                                     |  |  | —         |  |  |   | —        
|A. Charlene Sullivan (3)                      |  |              | —       |     |                      |  | —       |                                     |  |  | —         |  |  |   | —        
|9 Executive Officers and Directors as a group |  |              | 249,966 |     |                      |  | —       |                                     |  |  | 1,127,971 |  |  |   | 1,377,937



* Less than 0.1%

(1) Dr. and Mrs. Kissinger’s shares owned beneficially include
the shares owned individually by the other spouse and 1,354 shares jointly owned with their children. The address for the Kissingers
is 111 Lorene Place, West Lafayette, Indiana 47906.

(2) Shares owned beneficially include 500,000 shares issuable upon
conversion of the Company’s Series A convertible preferred stock and 500,000 shares issuable upon exercise of warrants.

(3) Addresses are in care of BASi at 2701 Kent Avenue, West Lafayette,
Indiana 47906.

(4) Shares owned include 142,500 exercisable stock options as of
January 31, 2012.

(5) Shares owned include 86,666 exercisable stock options as of
January 31, 2012

(6) Shares owned include 5,000 exercisable stock options as of January
31, 2012.



Equity Compensation Plan Information



BASi maintains stock option plans that allow
for the granting of options to certain key employees and directors of BASi. The following table gives information about equity
awards under the stock option plans as of the end of BASi's 2011 fiscal year:



|Plan Category                                                  |  | Number of Securities to be Issued upon Exercise of Outstanding Options |         |  | Weighted Average Exercise Price of Outstanding Options |   |      | Number of Securities Remaining Available for Future Issuance under the Equity Compensation Plan (Excluding Securities Reflected in First Column) | 
|-------------------------------------------------------------- |  | ---------------------------------------------------------------------- | ------- |  | ------------------------------------------------------ | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Equity compensation plans approved by security holders         |  |                                                                        | 647,500 |  |                                                        | $ | 2.57 |                                                                                                                                                  | 
|                                                               |  |                                                                        |         |  |                                                        |   |      |                                                                                                                                                  | 
|Equity compensation plans not approved by security holders (1) |  |                                                                        | 25,000  |  |                                                        | $ | 4.58 |                                                                                                                                                  | 
|                                                               |  |                                                                        |         |  |                                                        |   |      |                                                                                                                                                  | 
|Total                                                          |  |                                                                        | 672,500 |  |                                                        | $ | 2.65 |                                                                                                                                                  | 



(1) Includes option to purchase 25,000 shares
at $4.58 granted to Michael R. Cox on April 1, 2004. This grant is fully vested and expires after 10 years.



12







ITEM 13-CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS



Family Relationships



There are no family relationships among
the directors and executive officers of BASi.



Certain Relationships and Transactions



The Board reviews transactions with related
parties, but has no formal policies in place with respect to such review or the approval of such transactions. There were no transactions
with related parties in fiscal 2011.



ITEM 14-PRINCIPAL
ACCOUNTING FEES AND SERVICES



The Company’s Audit Committee engaged
Crowe Horwath LLP (“Crowe”) as the Company’s independent registered public accounting firm for the audit of the
consolidated financial statements for the fiscal years ended September 30, 2011, 2010, 2009 and 2008, (as Crowe Chizek and Company
LLC) 2007 and 2006 (as Crowe Chizek and Company LLC).



The Company engaged Crowe as its principal independent
registered public accountants effective as of October 30, 2006. At no time prior to October 30, 2006 had the Company consulted
with Crowe regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either
the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
that Item) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).



Representatives of Crowe are expected to be
present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available
to answer appropriate questions concerning the audit of the Company’s financial statements.



Fees of Independent Registered Public Accountants



The approximate aggregate fees billed for the
last two fiscal years for each of the following categories of services are set forth below:



|                                                             |  | 2011 |         |  | 2010 |  
|------------------------------------------------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees -                                                 |  |      |         |  |      |  
|Aggregate fees for annual audit, quarterly reviews           |  | $    | 180,000 |  |      | $
|                                                             |  |      |         |  |      |  
|Tax Fees -                                                   |  |      |         |  |      |  
|Income tax services related to compliance with tax laws      |  | $    | 30,000  |  |      | $
|                                                             |  |      |         |  |      |  
|All Other Fees -                                             |  |      |         |  |      |  
|Services related to the Company’s registered public offering |  | $    | 60,000  |  |      | $



There were no fees for services other than the
above paid to the Company’s independent registered public accountants.



13







BASi’s policies require that the scope
and cost of all work to be performed for BASi by its independent registered public accountants must be approved by the Audit Committee.
Prior to the commencement of any work by the independent registered public accountants on behalf of BASi, the independent registered
public accountants provide an engagement letter describing the scope of the work to be performed and an estimate of the fees. The
Audit Committee and the Chief Financial Officer must review and approve the engagement letter and the estimate before authorizing
the engagement. All fees were reviewed and approved by the Audit Committee during fiscal 2011 and 2010. Where fees charged
by the independent registered public accountants exceed the estimate, the Audit Committee must review and approve the excess fees
prior to their payment.



PART IV



ITEM 15-EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES



Documents filed as a part of this Amendment:



| | 1. | Exhibits: The following exhibits are filed as part of,or incorporated by reference into, this report:
| | -- | -----------------------------------------------------------------------------------------------------



|Number |      | Description of Exhibits                                                                                                                                                       
|------ | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |      |                                                                                                                                                                               
|(31)   | 31.1 | Certification of Chief Executive Officer (filed herewith).                                                                                                                    
|       |      |                                                                                                                                                                               
|       | 31.2 | Certification of Chief Financial Officer (filed herewith).                                                                                                                    
|       |      |                                                                                                                                                                               
|(32)   | 32.1 | Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith)..



14







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                          | BIOANALYTICAL SYSTEMS, INC.                                                      
|------------------------- | ---------------------------------------------------------------------------------
|                          | (Registrant)                                                                     
|                          |                                                                                  
|Date:   February 14, 2012 | By:  /s/  Anthony S. Chilton                                                     
|                          | Anthony S. Chilton                                                               
|                          | President and Chief Executive Officer                                            
|                          |                                                                                  
|Date:   February 14, 2012 | By:  /s/  Michael R. Cox                                                         
|                          | Michael R. Cox                                                                   
|                          | Vice President, Finance and Administration, Chief Financial Officer and Treasurer





15