Scientific Industries Amends 2023 10-K, Details Subsequent Events

TL;DR

SCND 10-K/A filed: Updated 2023 financials & post-year-end repurchase agreement details.

AI Summary

Scientific Industries Inc. filed an amendment to its 2023 10-K on July 18, 2024. The filing includes financial data for the fiscal year ending December 31, 2023, and details subsequent events, including a repurchase agreement entered into on January 17, 2024. The company's primary business segments are Benchtop Laboratory Equipment and Bioprocessing Systems.

Why It Matters

This amendment provides updated financial information and disclosures for the fiscal year 2023, including significant post-year-end events that could impact investor understanding of the company's financial health and future prospects.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous annual report and primarily contains updated financial data and disclosures, rather than new material business changes.

Key Numbers

• $8.98 — Revenue (Reported for fiscal year ending 12/31/2023)
• 51500 — Shares Outstanding (Reported for fiscal year ending 12/31/2023)

Key Players & Entities

• SCIENTIFIC INDUSTRIES INC (company) — Filer
• 0000087802 (company) — Central Index Key
• 20231231 (date) — Fiscal Year End
• 20240718 (date) — Filing Date
• January 17, 2024 (date) — Date of Repurchase Agreement

FAQ

Key Financial Figures

• $563,800 — chtop equipment orders of approximately $563,800 and $745,200 as of December 31, 2023 an
• $745,200 — nt orders of approximately $563,800 and $745,200 as of December 31, 2023 and 2022, respe
• $3,566,200 — ts Bioprocessing Systems operations, of $3,566,200 and $2,752,300 for the year ended Decem
• $2,752,300 — g Systems operations, of $3,566,200 and $2,752,300 for the year ended December 31, 2023 an
• $1,395,800 — and 2022 (unaudited), respectively and $1,395,800 and $1,516,800 for the six-month period
• $1,516,800 — dited), respectively and $1,395,800 and $1,516,800 for the six-month periods ended Decembe
• $300,000 — other than a working line of credit of $300,000 with the Company's primary bank. If add
• $9,086,500 — ing sector. We incurred net losses of $9,086,500, $4,079,400 and $13,668,100 for the yea
• $4,079,400 — We incurred net losses of $9,086,500, $4,079,400 and $13,668,100 for the year ended Dece
• $13,668,100 — et losses of $9,086,500, $4,079,400 and $13,668,100 for the year ended December 21, 2023, t
• $27,485,100 — 2022, we had an accumulated deficit of $27,485,100. We expect to continue to incur operati

Filing Documents

• scnd_10ka.htm (10-K/A) — 1827KB
• scnd_ex4h.htm (EX-4.H) — 1KB
• scnd_ex231.htm (EX-23.1) — 3KB
• scnd_ex232.htm (EX-23.2) — 2KB
• scnd_ex311.htm (EX-31.1) — 14KB
• scnd_ex312.htm (EX-31.2) — 14KB
• scnd_ex321.htm (EX-32.1) — 6KB
• scnd_ex322.htm (EX-32.2) — 6KB
• scnd_ex4himg1.jpg (GRAPHIC) — 164KB
• 0001654954-24-009114.txt ( ) — 8535KB
• scnd-20231231.xsd (EX-101.SCH) — 62KB
• scnd-20231231_lab.xml (EX-101.LAB) — 385KB
• scnd-20231231_cal.xml (EX-101.CAL) — 63KB
• scnd-20231231_pre.xml (EX-101.PRE) — 321KB
• scnd-20231231_def.xml (EX-101.DEF) — 162KB
• scnd_10ka_htm.xml (XML) — 1715KB

BUSINESS

BUSINESS 3 Item 1A.

RISK FACTORS

RISK FACTORS 6 Item 1B. UNRESOLVED STAFF COMMENTS 13 Item 1C. CYBERSECURITY 13 Item 2.

PROPERTIES

PROPERTIES 14 Item 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 14 Item 4. MINE SAFETY DISCLOSURES 14 PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 15 Item 6. [RESERVED] 15 Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15 Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 23 Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 23 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 23 Item 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 23 Item 9B. OTHER INFORMATION 24 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 24 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 25 Item 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 25 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 25 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 25 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 26

SIGNATURES

SIGNATURES 36 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS The Company and its representatives may from time to time make written or oral forward-looking statements with respect to the Company's annual or long-term goals, including statements contained in its filings with the Securities and Exchange Commission and in its reports to stockholders. The words or phrases "will likely result", "will be", "will", "are expected to", "will continue to", "is anticipated", "estimate", "project" or similar expressions identify "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Transition Period On November 4, 2022, the Board of Directors approved the change of the Company's fiscal year end from June 30 to December 31 of each year. In connection with this change, the Company previously filed a Transition Report on Form 10-K to report the results of the six-month transition period from July, 1, 2022 to December 31, 2022. In this Annual Report, the periods presented are the year ended December 31, 2023, the six-month transition period from July 1, 2022 to December 31, 2022 (which the Company sometimes refers to as the "six month period ended December 31, 2022") and the year ended June 30, 2022 (which the Company sometimes refers to as "fiscal 2022"). For comparison purposes, the Company also included unaudited data for the year ended December 31, 2022 and for the six months ended December 31, 2021. PART I

Business

Item 1. Business. General . Incorporated in 1954, Scientific Industries, Inc., a Delaware corporation ("SI" and along with its subsidiaries, the "Company"), is engaged in the design, manufacture, and marketing of standard benchtop laboratory equipment ("Benchtop Laboratory Equipment"), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation ("SBHI"), the design, manufacture, and marketing of bioprocessing systems and products ("Bioprocessing Systems"). SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation ("SBI"), and aquila biolabs GmbH, a German corporation ("Aquila"). The Company's products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research. Until November 30, 2020, the Company was also engaged in the design, manufacture and marketing of customized catalyst research instruments through its wholly-owned subsidiary, Altamira Instruments, Inc, a Delaware corporation ("Altamira"). On November 30, 2020, the Company sold substantially all of Altamira's assets and Altamira's operations were discontinued. Operating Segments . The Company views its operations as two segments: the manufacture and marketing of standard Benchtop Laboratory Equipment which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online, and weight and measurement products including pill counters and digital scales and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics, sold primarily on a direct basis through the Company's internal sales force. Products . Benchtop Laboratory Equipment . The Company's

Risk Factors

Item 1A. Risk Factors. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, important risk factors are identified below that could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to such future periods in any current statements. The Company undertakes no obligation to publicly revise any forward-looking announcements to reflect future events or circumstances. Risks Relating to Our Financial Position and Capital Requirements We have limited financial resources and we may need to raise additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product discovery and development programs or commercialization efforts. In order to be successful with our product development and commercialization programs, principally as it pertains to our bioprocessing sector, we believe that we will need to continue to invest substantial capital into such programs in the foreseeable future. We expect our total operating expenses to continue to be material in connection with our ongoing activities, particularly as we continue with our emphasis on the bioprocessing sector. We expect to continue to incur significant commercialization expenses related to product sales, marketing, after-sales support, manufacturing, and distribution. We also expect to continue to incur substantial expenses related to the development of new products and technologies, primarily related to bioprocessing products. Our ability to conduct additional research and development activities and commercialization efforts are dependent upon the availability of funding and cash generated from sales of newly introduced products. 6 Table of Contents In such an event, we may be required to obtain further funding through public or private equity offerings, debt financings

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