Scientific Industries Amends Acquisition Filing

TL;DR

SCND filed an amendment for an acquisition that closed August 7th.

AI Summary

Scientific Industries, Inc. filed an 8-K/A on December 5, 2025, to amend a previous filing regarding the completion of an acquisition. The original event date was August 7, 2025. The filing indicates the company entered into a material definitive agreement and completed an acquisition or disposition of assets.

Why It Matters

This amendment clarifies details related to a completed acquisition, providing updated information on the company's strategic transactions.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, providing clarification rather than new material events.

Key Players & Entities

• SCIENTIFIC INDUSTRIES, INC. (company) — Registrant
• August 7, 2025 (date) — Date of earliest event reported
• December 5, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.5 — ange on which registered Common stock $0.5 par value SCND OTC Indicate by che
• $9,600,000 m — operty. The purchase price consisted of $9,600,000 minus certain working capital adjustments
• $1,500,000 — us an earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is payable on the
• $1,140,000 — to an aggregate of $1,500,000, of which $1,140,000 is payable on the Company's performance

Filing Documents

• scnd_8ka.htm (8-K/A) — 26KB
• scnd_ex991.htm (EX-99.1) — 241KB
• 0001654954-25-013714.txt ( ) — 390KB
• scnd-20250807.xsd (EX-101.SCH) — 5KB
• scnd-20250807_lab.xml (EX-101.LAB) — 14KB
• scnd-20250807_cal.xml (EX-101.CAL) — 1KB
• scnd-20250807_pre.xml (EX-101.PRE) — 9KB
• scnd-20250807_def.xml (EX-101.DEF) — 2KB
• scnd_8ka_htm.xml (XML) — 4KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 7, 2025, Scientific Industries, Inc. (the "Company"), a Delaware corporation, entered into an Asset Purchase Agreement (the "Purchase Agreement") with Troemner, LLC, a Delaware limited company (the "Purchaser"), pursuant to which the Company sold and the Purchaser purchased substantially all of the assets of the Company's Genie Division of Benchtop Laboratory Equipment consisting primarily of the Genie line of products and related fixed assets, inventory, and intellectual property. The purchase price consisted of $9,600,000 minus certain working capital adjustments, plus an earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is payable on the Company's performance of certain supply and transition services under separate agreements. Specifically, the Company will supply products currently produced by the Genie Division to the Purchaser for an initial period of at least six months, renewable for 3-month periods up to a maximum of twelve months, plus transition services which include training and transfer of know-how by the Company to the Purchaser. The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties. The Company will continue to operate the Torbal Division of its Benchtop Laboratory Equipment Operations out of Bohemia, New York. The foregoing description of the Purchase Agreement and related documents are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 2.1,10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein in their entirety.

01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Disclosures under Item 1.01 above are incorporated hereunder in their entirety. 3

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits (a) not applicable (b) Pro Forma Financial Information. The unaudited pro forma combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the fiscal year ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.1 and are incorporated by reference into this Item 9.01(b). (c) Exhibits Exhibit No. Description 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be Scientific Industries, Inc. Date: December 5, 2025 By: /s/ Helena R. Santos Chief Executive Officer and Treasurer 5

View Full Filing

View this 8-K/A filing on SEC EDGAR