Scientific Industries Files S-1/A Amendment No. 3

TL;DR

SCND filed S-1/A Amendment 3, looks like they're still pushing a stock offering.

AI Summary

Scientific Industries, Inc. filed an S-1/A amendment on June 18, 2024, for a registration statement under the Securities Act of 1933. The company, incorporated in Delaware with its principal executive offices in Bohemia, New York, is seeking to register securities. This amendment, designated as Amendment No. 3, updates the previously filed registration statement.

Why It Matters

This filing indicates that Scientific Industries, Inc. is actively proceeding with a securities offering, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — S-1/A filings relate to securities offerings, which inherently carry risks for investors and the company.

Key Numbers

• 333-278009 — SEC File Number (Identifies the specific SEC registration)
• 0000087802 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• SCIENTIFIC INDUSTRIES, INC. (company) — Registrant
• June 18, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Bohemia, New York (location) — Principal Executive Offices
• Helena Santos (person) — Chief Executive Officer
• John F.F. Watkins (person) — Legal Counsel
• Reitler Kailas & Rosenblatt LLP (company) — Legal Firm

FAQ

Key Financial Figures

• $0.05 — 0 shares of our common stock, par value $0.05 per share, which amount includes 4,535,
• $1.70 — f our common stock on June 12, 2024 was $1.70 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
• $2,089,500 — ing sector. We incurred net losses of $2,089,500, $9,086,500, $4,079,400 and $13,668,100
• $9,086,500 — We incurred net losses of $2,089,500, $9,086,500, $4,079,400 and $13,668,100 for the thr
• $4,079,400 — d net losses of $2,089,500, $9,086,500, $4,079,400 and $13,668,100 for the three months en
• $13,668,100 — $2,089,500, $9,086,500, $4,079,400 and $13,668,100 for the three months ended March 31, 20
• $29,536,700 — 2024, we had an accumulated deficit of $29,536,700. We expect to continue to incur operati

Filing Documents

• scnd_s1a.htm (S-1/A) — 507KB
• scnd_ex51.htm (EX-5.1) — 9KB
• 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) — 36KB
• scnd_ex51img1.jpg (GRAPHIC) — 6KB
• scnd_s1aimg2.jpg (GRAPHIC) — 4KB
• 0001654954-24-007914.txt ( ) — 573KB

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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View this S-1/A filing on SEC EDGAR