SCIENTIFIC INDUSTRIES INC. Files S-1/A Registration Statement

TL;DR

<b>SCIENTIFIC INDUSTRIES, INC. has filed an S-1/A registration statement, indicating a potential public offering or update to existing registration.</b>

AI Summary

SCIENTIFIC INDUSTRIES INC (SCND) filed a Amended IPO Registration (S-1/A) with the SEC on May 2, 2024. SCIENTIFIC INDUSTRIES, INC. filed an S-1/A registration statement on May 2, 2024. The company is incorporated in Delaware and its principal executive offices are located in Bohemia, New York. The filing is for registration under the Securities Act of 1933. The SIC code for the company is 3826 (Laboratory Analytical Instruments). Helena Santos is listed as the Chief Executive Officer.

Why It Matters

For investors and stakeholders tracking SCIENTIFIC INDUSTRIES INC, this filing contains several important signals. This S-1/A filing suggests that Scientific Industries, Inc. is preparing for or updating a public offering of its securities, which could impact its capital structure and investor base. As a smaller reporting company, this filing provides updated information to the SEC and the public regarding the company's structure, operations, and potential future securities transactions.

Risk Assessment

Risk Level: low — SCIENTIFIC INDUSTRIES INC shows low risk based on this filing. The filing is a routine S-1/A amendment, which is a standard procedural step for companies engaging in public offerings or updating registration statements, and does not inherently signal significant positive or negative developments.

Analyst Insight

Monitor future filings for details on the specific securities being offered, the intended use of proceeds, and the company's financial performance to assess the impact of this registration statement.

Key Numbers

• 2024-05-02 — Filing Date (Date the S-1/A was filed)
• 1933 — Securities Act (Act under which registration is filed)
• 333-278009 — SEC File Number (Associated SEC file number)
• 3826 — SIC Code (Standard Industrial Classification Code)

Key Players & Entities

• SCIENTIFIC INDUSTRIES INC (company) — Filer name
• Helena Santos (person) — Chief Executive Officer
• John F.F. Watkins, Esq. (person) — Copies to counsel
• Reitler Kailas & Rosenblatt LLP (company) — Counsel for the company
• 3826 (category) — Primary Standard Industrial Classification Code
• 04-2217279 (identifier) — I.R.S. Employer Identification No.
• 333-278009 (identifier) — SEC File Number

FAQ

Industry Context

Scientific Industries, Inc. operates within the laboratory analytical instruments sector, providing equipment used in scientific research and industrial applications.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1/A filing for details on the specific securities being registered and the offering terms.
2. Track subsequent SEC filings from Scientific Industries, Inc. for updates on the registration statement's effectiveness and any related transactions.
3. Analyze the company's financial statements and business descriptions within the filing to understand its current operational status and strategic direction.

Key Dates

• 2024-05-02: Filing of S-1/A — Indicates an update or initiation of a securities registration process.

Year-Over-Year Comparison

This is an S-1/A filing, which is an amendment to a previous registration statement. Specific details on what is being amended or added are not present in this header information.

Key Financial Figures

• $0.05 — 0 shares of our common stock, par value $0.05 per share, which amount includes 4,535,
• $1.36 — our common stock on April 23, 2024 was $1.36 per share. You are urged to obtain curr
• $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 31, 2023, t
• $27,485,100 — 2023, we had an accumulated deficit of $27,485,100. We expect to continue to incur operati

Filing Documents

• scnd_s1a.htm (S-1/A) — 499KB
• scnd_ex231.htm (EX-23.1) — 2KB
• scnd_ex232.htm (EX-23.2) — 2KB
• scnd_ex233.htm (EX-23.3) — 2KB
• scnd_ex107.htm (EX-FILING FEES) — 26KB
• scnd_ex51.htm (EX-5.1) — 8KB
• scnd_ex51img1.jpg (GRAPHIC) — 6KB
• scnd_s1aimg2.jpg (GRAPHIC) — 4KB
• 0001654954-24-005463.txt (&nbsp;) — 553KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14

USE OF PROCEEDS

USE OF PROCEEDS 16 SELLING STOCKHOLDERS 16 PLAN OF DISTRIBUTION 25

MANAGEMENT'S DISCUSSION AND ANALYSIS

MANAGEMENT'S DISCUSSION AND ANALYSIS 27 LEGAL MATTERS 33 EXPERTS 33 WHERE YOU CAN FIND ADDITIONAL INFORMATION 34 DOCUMENTS INCORPORATED BY REFERENCE 34 3 Table of Contents This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC") pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find Additional Information" and "Documents Incorporated by Reference" in this prospectus. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to ma

Use of Proceeds

Use of Proceeds All proceeds from the sale of the shares of common stock under this prospectus will be for the account of the selling stockholders. We will not receive any proceeds from the sale of the common stock by the selling stockholders pursuant to this prospectus. However, we will receive proceeds in connection with the applicable exercise price of the warrant to purchase shares of our common stock, unless any of such warrants are exercised via cashless exercise to the extent provided for in the applicable warrant. See "Use of Proceeds". Over the Counter Common Stock Symbol SCND

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. See "Risk Factors" below.

RISK FACTORS

RISK FACTORS Investment in our common stock involves risks. Prior to making a decision about investing in our common stock, you should consider carefully the risk factors incorporated by reference in this prospectus, including the risk factors described in the section entitled "Risk Factors" contained in our most recent Annual Report on Form 10-K. Those risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of these risks actually occur, our business, results of operations and financial condition could suffer. In that event the trading price of our common stock could decline, and you may lose all or part of your investment. 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. 6 Table of Contents Risks Relating to Our Financial Position and Need for Additional Capital 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

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