SCND Seeks Shareholder Nod for Director Re-election, Expanded Equity Plan

TL;DR

**SCND's proposed equity plan expansion is a red flag for dilution-wary investors; vote against it unless management can justify the massive share increase.**

AI Summary

SCIENTIFIC INDUSTRIES INC (SCND) is holding its 2024 Annual Meeting of Shareholders on January 22, 2026, virtually. Key proposals include the re-election of two Class A Directors, Helena Santos and Jurgen Schumacher, to serve until the 2027 annual meeting. The company also seeks approval to amend its 2022 Equity Incentive Plan, increasing the number of shares available for issuance to 3,750,000 shares. Shareholders will also ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as the independent registered public accounting firm for the fiscal year ending December 31, 2025. As of the record date, December 16, 2025, there were 11,928,599 shares of Common Stock outstanding. Several beneficial owners hold significant stakes, including Bleichroeder LP with 20.58% and Brian Pessin with 16.12%. The Board of Directors held six meetings during fiscal year 2024.

Why It Matters

This DEF 14A filing outlines critical governance decisions for SCIENTIFIC INDUSTRIES INC, directly impacting investor confidence and future executive incentives. The proposed increase of 3,750,000 shares for the 2022 Equity Incentive Plan could lead to significant dilution for existing shareholders, affecting per-share value and ownership percentages. For employees, a robust equity plan can be a powerful retention and motivation tool, especially in a competitive market. The re-election of directors Helena Santos and Jurgen Schumacher signals continuity in leadership, which can be a double-edged sword depending on past performance and strategic direction compared to competitors in the scientific instruments sector.

Risk Assessment

Risk Level: medium — The proposal to increase shares available under the 2022 Equity Incentive Plan to 3,750,000 shares represents a substantial potential dilution of approximately 31.4% based on the 11,928,599 shares outstanding as of December 16, 2025. This significant increase in potential share count poses a medium risk to existing shareholder value.

Analyst Insight

Investors should carefully evaluate the proposed amendment to the 2022 Equity Incentive Plan. Consider voting against the equity plan expansion if the company does not provide a compelling justification for the 3,750,000 share increase, as it could lead to significant dilution. Support the re-election of directors and auditor ratification to maintain governance stability.

Key Numbers

• 3,750,000 shares — Increase in shares for 2022 Equity Incentive Plan (Represents potential dilution for existing shareholders)
• 11,928,599 shares — Common Stock outstanding (As of December 16, 2025, the record date)
• 20.58 % — Beneficial ownership by Bleichroeder LP (Largest known beneficial owner)
• 16.12 % — Beneficial ownership by Brian Pessin (Significant beneficial owner)
• 6 — Board meetings held (During the fiscal year ended December 31, 2024)
• January 22, 2026 — Date of 2024 Annual Meeting (Key date for shareholder decisions)
• December 16, 2025 — Record date for voting (Determines shareholders eligible to vote at the Annual Meeting)
• 2027 — Term end for Class A Directors (Helena Santos and Jurgen Schumacher, if re-elected)

Key Players & Entities

• SCIENTIFIC INDUSTRIES INC (company) — Registrant
• Helena Santos (person) — Nominee for Class A Director, President, CEO, Treasurer, Secretary
• Jurgen Schumacher (person) — Nominee for Class A Director, private investor
• Berkowitz Pollack Brant Advisors + CPAs (company) — Independent registered public accounting firm
• John A. Moore (person) — Chairman of the Board
• Bleichroeder LP (company) — Beneficial owner of 20.58% of Common Stock
• Brian Pessin (person) — Beneficial owner of 16.12% of Common Stock
• SEC (regulator) — Securities and Exchange Commission
• NASDAQ (regulator) — Listing standards for Audit Committee independence
• Michael Blechman (person) — Audit Committee member, Director

FAQ

Industry Context

Scientific Industries Inc. operates in the scientific equipment and laboratory instrumentation sector. This industry is characterized by innovation, demand for precision, and a need for reliable performance in research and development settings. Key trends include automation, miniaturization, and the integration of digital technologies into laboratory workflows.

Regulatory Implications

The company must comply with SEC regulations regarding proxy solicitations and shareholder communications, particularly concerning the proposals to be voted on at the annual meeting. Amendments to equity incentive plans require shareholder approval and are subject to specific disclosure requirements.

What Investors Should Do

1. Review proposals for the 2024 Annual Meeting
2. Assess potential dilution from equity plan increase
3. Monitor significant beneficial ownership changes

Key Dates

• 2026-01-22: 2024 Annual Meeting of Shareholders — Shareholders will vote on director re-elections, equity plan amendments, and auditor ratification.
• 2025-12-16: Record Date for Voting — Determines which shareholders are eligible to vote at the 2024 Annual Meeting.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information presented, including proposals for shareholder votes and details on beneficial ownership.)

Beneficial Ownership

The actual right to use or dispose of a security, even if it is registered in another person's name. (This section details who owns significant portions of Scientific Industries Inc.'s stock, including potential influence.)

Class A Directors

Directors elected for a specific term, in this case, until the 2027 annual meeting. (The re-election of Helena Santos and Jurgen Schumacher is a key proposal at the upcoming shareholder meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options or other equity awards to employees and directors. (Shareholders are being asked to approve an increase in the number of shares available under the company's 2022 Equity Incentive Plan, which could lead to dilution.)

Independent Registered Public Accounting Firm

An external audit firm hired to examine the company's financial statements and provide an opinion on their fairness. (Shareholders are asked to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs for the fiscal year ending December 31, 2025.)

Common Stock

The basic form of stock that represents ownership in a corporation and usually carries voting rights. (The total number of outstanding shares of common stock (11,928,599 as of December 16, 2025) is crucial for calculating ownership percentages and potential dilution.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2024 Annual Meeting, detailing proposals for director re-elections, an increase in shares for the equity incentive plan, and auditor ratification. Specific financial performance metrics and year-over-year comparisons are not the primary focus of this DEF 14A, which is more governance-oriented. However, the increase in shares for the incentive plan suggests a strategy to retain or attract talent, which could impact future financial performance.

Filing Documents

• scnd_def14a.htm (DEF 14A) — 339KB
• scnd_def14aimg31.jpg (GRAPHIC) — 7KB
• scnd_def14aimg34.jpg (GRAPHIC) — 2KB
• scnd_def14aimg35.jpg (GRAPHIC) — 2KB
• scnd_def14aimg36.jpg (GRAPHIC) — 2KB
• scnd_def14aimg37.jpg (GRAPHIC) — 1KB
• scnd_def14aimg38.jpg (GRAPHIC) — 1KB
• 0001654954-25-014317.txt ( ) — 361KB

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth, as of December 16, 2025, the number of shares of Common Stock beneficially owned by (i) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each named executive officer of the Company, and (iv) all directors and executive officers as a group. Shares not outstanding but deemed beneficially owned by virtue of the right of any individual to acquire shares within 60 days are treated as outstanding only when determining the amount of and percentage of outstanding shares of Common Stock owned by such individual. Each person has sole voting and investment power with respect to the shares shown, except as noted. Except as indicated in the table, the address for each of the following is c/o Scientific Industries, Inc., 80 Orville Drive, Bohemia, New York 11716. As of December 16, 2025, the voting record date, there were 11,928,599 shares of Scientific Industries, Inc.'s common stock outstanding. Name Amount and Nature of Beneficial Ownership % of Class Bleichroeder LP 2,715,026 (1) 20.58 % Laurence W. Lytton 1,226,086 (2) 9.99 % Brian Pessin 2,004,700 (3) 16.12 % North Run Capital, LP 1,231,000 (4) 9.99 % Veradace Capital Management LLC 1,453,717 (5) 11.63 % Roy T. Eddleman, Trustee, Roy T. Eddleman Trust UAD 8-7-2000 1,443,414 (6) 11.89 % Thomas A. Satterfield 1,136,955 (7) 9.18 % Lyon Polk 944,000 (8) 7.61 % Christopher Cox 650,454 (9) 5.30 % John A. Moore 645,171 (10) 5.23 % Helena R. Santos 383,388 (11) 3.12 % Jurgen Schumacher 207,264 (12) 1.72 % Daniel Donadille 194,465 (13) 1.60 % John Nicols 135,778 (14) 1.13 % Karl D. Nowosielski 64,498 (15) * Robert P. Nichols 69,268 (16) * Michael Blechman 72,186 (17) * Zachary Rovinsky 20,000 (18) * All directors and executive of

View Full Filing

View this DEF 14A filing on SEC EDGAR