Scientific Industries Completes Acquisition

TL;DR

SCND just closed a deal, watch for news on what they bought.

AI Summary

On August 7, 2025, Scientific Industries, Inc. reported the completion of an acquisition. The filing details the entry into a material definitive agreement and the subsequent completion of the acquisition or disposition of assets, indicating a significant corporate event for the company.

Why It Matters

This filing signifies a major strategic move by Scientific Industries, Inc., potentially impacting its market position, future growth, and financial performance.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, financing, and market reception, which could impact the company's performance.

Key Players & Entities

• SCIENTIFIC INDUSTRIES, INC. (company) — Registrant
• August 7, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 80 Orville Drive Bohemia, New York 11716 (address) — Principal executive offices
• 631-567-4700 (phone_number) — Registrant's telephone number

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_8k.htm (8-K) — 26KB
• scnd_ex21.htm (EX-2.1) — 133KB
• scnd_ex101.htm (EX-10.1) — 61KB
• scnd_ex102.htm (EX-10.2) — 40KB
• 0001654954-25-009352.txt ( ) — 429KB
• scnd-20250807.xsd (EX-101.SCH) — 5KB
• scnd-20250807_lab.xml (EX-101.LAB) — 13KB
• scnd-20250807_cal.xml (EX-101.CAL) — 1KB
• scnd-20250807_pre.xml (EX-101.PRE) — 8KB
• scnd-20250807_def.xml (EX-101.DEF) — 2KB
• scnd_8k_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. 2

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits (a) and (b) not applicable (c) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC 10.1 Manufacturing and Supply Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC 10.2 Transition Services Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCIENTIFIC INDUSTRIES, INC. Date: August 11, 2025 By: /s/ Helena R. Santos Helena R. Santos, President and Chief Executive Officer and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR