SCIENTIFIC INDUSTRIES INC 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934), the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024. 20 Table of Contents Management’s Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal controls over the Company’s financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Chief Executive Officer and the Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2024 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. Inherent Limitations on Effectiveness of Controls. The Company’s management, including its Chief Executive Officer and its Chief Financial Officer, believes that its disclosure on controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that its disclosure on controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. Not applicable. Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections. None. 21 Table of Contents PART III Item 10 —Directors, Executive Officers and Corporate Governance The Company's Certificate of Incorporation provides for a classified Board of Directors, consisting of three classes, each class serving a three-year term on a staggered basis. Two are Class A Directors, two are Class B Directors, and two are Class C Directors. The Company has the following six directors: Michael Blechman (age 66), a director since April 2024, through his affiliate Intracoastal Strategies Group LLC, has been a consultant and advisor for various businesses since February 2023. From January 2017 to January 2023 Mr. Blechman was CEO of ACC, Inc., a systems integration and technology product company. He was President from 1996 to 2016, and held various other management roles from 1988 to 1995 at ACC, Inc. Christopher Cox (age 60), a director since February 2021, has been a Co-Founder and Managing Partner of Population Health Partners LP. since May 2020. Mr. Cox has been on the Board of Directors of Nyrada, Inc. since January 2019. Mr. Cox has been a corporate attorney for over 25 years, most recently at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012 and where he was a co-chair of the global corporate group and a member of the firm’s management committee until February 2016. From February 2016 to March 2019, Mr. Cox was Executive Vice President and Chief Corporation Development Officer of Medicines Company. Prior to January 2012, Mr. Cox was a partner at Cahill Gordon & Reindel. John Nicols (age 61) , a director since March 2024 and Chairman of the Board of Scientific Bioprocessing, Inc., has been a consultant and advisor to the Company's Bioprocessing Systems Operations since September 2023. Mr. Nicols, who is director certified by the National Association of Corporate Directors, currently serves since April 2023 as chair on the board of directors of Antheia, Inc., a synthetic biology company and chair of the Board of Solve ME/CFS Initiative, a non-profit organization and advocacy group for chronic diseases since January 2015. From June 2012 to August 2022 Mr. Nicols was CEO of Codexis, Inc., a Nasdaq listed synthetic biology company. John A. Moore (age 59), a Director since January 2019 and Chairman of the Board since January 2020, and was also the Chairman of Scientific Bioprocessing Industries (“SBI”) from March until March 2024 and prior was President of SBI from January 2020 through April 2022, and had been providing consulting services to SBI since March 2019. Mr. Moore serves as Chairman of Nyrada, Inc., a drug development company since July 2019 and prior to that served as a director with Noxopharm Limited, a drug development company, and is also the Chairman of Trialogics, a clinical trial software provider. Since March 2022 he serves as the Chairman of Cormetech, a leading air emissions provider for power plants. Mr. Moore was President, Chief Executive Officer and director of Acorn Energy, Inc. from 2006 to 2016. Helena R. Santos (age 60), a Director since 2009, has been employed by the Company since 1994, and has served since August 2002 as its President, Chief Executive Officer, Treasurer and, until April 2022, its Chief Financial Officer. She had served as Vice President, Controller from 1997 and as Secretary from May 2001. Jurgen Schumacher (age 70), a Director since May 2021, is currently a private investor in various startups and growth phase technology companies over the past five years. Board Committee The Board of Directors (the “Board”) currently has three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All committee members are appointed by the Board on an annual basis. Each committee operates under a written charter establishing its roles and responsibilities The composition and responsibilities of each committee are described below. 22 Audit Committee The Audit Committee is responsible for assisting the Board in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, and our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the audit committee. The Audit Committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement. The Audit Committee discusses with the Company’s internal auditors the overall scope and plans for their respective audits and meets with the internal auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s disclosure and internal controls and the overall quality of the Company’s financial reporting. The Audit Committee periodically reviews and approves all “related party transactions,” as defined in SEC regulations. The members of the Audit Committee are Messrs. Michael Blechman, Christopher Cox and John Nicols. All members of the Audit Committee qualify as an independent director under the corporate governance standards of the NASDAQ Listing Rules and the independence requirements of Rule 10A-3 of the Exchange Act. The Board has determined that all of the members of the Audit Committee are “financially literate,” as defined under NASDAQ listing standards. Compensation Committee The Compensation Committee approves the compensation objectives for the Company, approves the compensation of the Chief Executive Officer of the Company and approves or recommends to the Board for approval the compensation for other executives. The Compensation Committee reviews all compensation components, including equity-based compensation plans, base salary, bonus, benefits and other perquisites. The Compensation Committee shall be tasked with issuing a “Compensation Committee Report” to be included in the Company’s annual report, as may be necessary. The members of the Compensation Committee are Messrs. Blechman, Christopher Cox and John Nicols. Each member of the Compensation Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and each is an independent director as defined by the NASDAQ Listing Rules, including NASDAQ Listing 5605(d)(2). Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the structure and composition of the Board and the board committees in addition to development and maintaining the Company’s corporate governance policies and any related matters required by federal securities laws. In addition, the Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board corporate governance guidelines applicable to the Company and advising the Board on corporate governance matters. The Nominating and Governance Committee identifies and recommends to the Board candidates for election as directors and recommends any changes it believes desirable in the size and composition of the Board as well as Board committee structure and membership. The members of the Nominating and Corporate Governance Committee are Messrs. Michael Blechman, Christopher Cox and John Nicols. Each member of the Nominating and Corporate Governance Committee is an independent director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and an independent director as defined by the NASDAQ Listing Rules. Executive Officers & Significant Employees See above for the employment history of Ms. Santos and Mr. Moore. Reginald Averilla (age 46), is the Chief Financial Officer of the Company and has been employed by the Company since April 2022. He was the VP Controller of Medical Knowledge Group, a privately held company from July 2020 to April 2022. From 2017 to July 2020, he was the VP Controller for Film Expo Group, a privately held company. Prior to 2017, he was the Assistant Controller to SFX Entertainment, previously a publicly traded company. 23 Robert P. Nichols (age 64), is the President of the Genie Products Division of the Benchtop Laboratory Equipment operations and Corporate Secretary and has been employed by the Company since February 1998. Previously, he had been since May 2001, the Company’s Vice President of Engineering. Karl D. Nowosielski (age 47), is the President of the Torbal Products Division of the Benchtop Laboratory Equipment operations and Director of Marketing for the Company. He was Vice President of Fulcrum, Inc. (the seller of the Torbal Products Division assets) from 2004 until February 2014. Daniel Donadille (age 37), is the Chief Executive Officer of the Company’s Bioprocessing operations. Prior to the Company’s acquisition of Aquila, he served as Aquila’s Chief Executive Officer since he co-founded Aquila in 2014. Section 16(a) Beneficial Ownership Reporting Compliance The Company believes that, for the year ended December 31, 2024, its officers, directors and 10% stockholders timely complied with all filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. Code of Ethics The Company has adopted a code of ethics that applies to the Executive Officers and Directors. A copy of the code of ethics can be found on the Company’s website. Insider Trading Policy The Company has adopted an insider trading policy that applies to the Executive Officers, Directors and other Company insiders. A copy of the insider trading policy is filed herewith as Exhibit 19.1 to this Form 10-K. Executive Compensation Compensation Discussion and Analysis The Compensation Committee reviews and recommends to the Board of Directors compensation be paid to each executive officer. Executive compensation, in all instances except for the compensation for the Chief Executive Officer (“CEO”), is based on recommendations from the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regard to the success of the achievement of such objectives and the successful execution of management targets and goals. With respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectives as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% of which is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year. The compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel. Compensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management. Item 11 —Executive Compensation The following table summarizes all compensation paid by the Company to its Chief Executive Officer, Chief Financial Officer and the two other most highly compensated executive officers for the years ended December 31, 2024 and 2023. SUMMARY COMPENSATION TABLE Name and Principal Stock Option Plan Compensation All Other Position Year Salary($) Bonus($) Award ($) Awards($) Compensation ($) Earnings($) Compensation ($ (5) Total($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Helena R. Santos, CEO, President (1) 12/31/2024 192,430 0 0 204,828 0 0 7,697 404,955 Helena R. Santos, CEO, President 12/31/2023 218,900 0 0 0 0 0 8,800 227,700 John A. Moore, Chairman (2) 12/31/2024 149,306 0 0 209,491 0 0 5,972 364,769 John A. Moore, Chairman 12/31/2023 188,000 0 0 0 0 0 7,500 195,500 Reginald Averilla, CFO (3) 12/31/2024 195,000 19,500 0 69,514 0 0 7,800 291,814 Reginald Averilla, CFO 12/31/2023 182,500 17,000 0 0 0 0 7,300 206,800 Daniel Donadille,CEO of Bioprocessing Operations (4) 12/31/2024 168,000 0 0 168,572 0 0 0 336,572 Daniel Donadille,CEO of Bioprocessing Operations 12/31/2023 193,700 0 0 0 0 0 0 193,700 __________________ (1) The amount of Option Awards for 2024 represents compensation expense for stock options granted valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. (2) The amount of Option Awards for 2024 represents compensation expense for stock options granted valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. (3) The amount of Option Awards for 2024 represents compensation expense for stock options granted valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. (4) The amount of Option Awards for 2024 represents compensation expense for stock options granted valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. (5) The amounts represent the Company’s matching contribution under the Company’s 401(k). 24 Employment Agreements Helena Santos The Company has an employment agreement with Helena Santos, its President and CEO, which expires on June 30, 2025. The agreement provided for an annual base salary of $175,000 for the year ended June 30, 2018, with subsequent annual increases of 3% or the applicable annual percentage increase in the U.S. Consumer Price Index (“CPI”), whichever is higher, plus a discretionary bonus. The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the President terminates the employment for “good reason”, the President will have the right to receive a lump sum payment equal to three times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. Reginald Averilla The Company has an employment agreement with its Chief Financial Officer, which expires on June 30, 2025, providing for an annual base salary of $195,000 plus 10% discretionary bonus . The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the employee terminates the employment for “good reason”, the employee will have the right to receive a lump sum payment equal to one times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. John A. Moore The Company has an employment agreement with its chairman, which expires on June 30, 2024, and was extended through June 30, 2025. The agreement provides for an annual base salary of $175,000 for the year ended June 30, 2021, with subsequent annual increases of 3% plus discretionary bonuses. The agreement also provides for a grant of options to purchase 215,366 shares which were authorized by the Board of Directors during the year ended June 30, 2020, subject to amendment of the Company’s 2012 Stock Option Plan to increase the number of shares authorized for issuance thereunder which was approved in February 2021, following which Mr. Moore’s options were issued on February 23, 2021. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the employee resigns for “good reason”(as such term is defined in the agreement) , the Company shall pay severance payments equal to either one year’s salary at the rate of the compensation at the time of termination is employee is terminated within 12 months of the date of the agreement or six months’ salary is the employee is terminated after 12 months of the date of the agreement. The Company will continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment. Daniel Donadille The Company has employment agreements with the Chief Executive Officer of Aquila for an indefinite term, which can be terminated by either party upon a twelve-month written notice, in accordance with German law. The agreement provides for an annual base salary of 213,000 euros, which was reduced by 25% starting April 1, 2024 under the Company’s salary reduction program. The agreement includes a retention bonus of 25,000 euros if the employees do not terminate their employment with the Company within two years after the agreement date or the Company does not terminate their employment for good cause. OUTSTANDING EQUITY (OPTIONS) AWARDS For the Year Ended December 31, 2024 Name Number Of Securities Underlying Unexercised Options (#) Exercisable Number Of Securities Underlying Unexercised Options(#) Unexercisable Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date (a) (b) (c) (d) (e) (f) Helena Santos 101,593 185,873 - 2.50-3.08 07/2027-04/2034 John A. Moore 60,446 167,506 - 2.50-11.30 03/2029-04/2034 Reginald Averilla 4,444 15,556 - 2.50 04/2034 Daniel Donadille 61,790 77,162 - 2.50 04/2034 Robert Nichols 8,240 10,787 - 2.50 04/2034 Karl Nowosielski 2,222 7,778 - 2.50 04/2034 25 DIRECTORS’ COMPENSATION For the Year Ended December 31, 2024 Name Fees Earned or Paid in Cash($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total($) (a) (b) (c) (d) (e) (f) (h) (i) Michael Blechman (1) 11,500 0 22,158 0 0 33,658 Christopher Cox (2) 16,500 0 24,298 0 0 40,798 John Nicols (3) 12,000 0 58,295 0 0 96,000 166,295 Jurgen Schumacher (4) 12,000 0 18,916 0 0 30,916 Marcus Frampton (5) 6,000 0 13,588 0 0 19,588 (1) On May 17, 2024, 25,000 stock options were granted to Mr. Blechman, and on the same date 7,186 options were awarded to Mr. Blechman in lieu of $6,000 cash fees owed. On July 1, 2024, 5,000 stock options were granted to Mr. Blechman. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. (2) On April 1, 2024, 17,964 stock options were awarded to Mr. Cox in lieu of $15,000 cash fees owed. On July 1, 2024, 15,000 stock options were granted to Mr. Cox. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. (3) On April 1, 2024, 10,778 stock options were awarded to Mr. Nicols in lieu of $9,000 cash fees owed. On July 1, 2024, 15,000 stock options were granted to Mr. Nicols. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. Please refer to Item 13 below for discussion of “All Other Compensation” amounts. (4) On April 1, 2024, 14,371 stock options were awarded to Dr. Schumacher in lieu of $12,000 cash fees owed. On July 1, 2024, 10,000 stock options were granted to Dr. Schumacher. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. (5) On April 1, 2024, 8,962 stock options were awarded to Mr. Frampton in lieu of $7,500 cash fees owed. Mr. Frampton resigned from the Company’s Board of Directors on April 4, 2024. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. The Company paid each Director who is not an employee of the Company or a subsidiary, a quarterly retainer fee of $3,000 and a meeting fee of $3,000 for each meeting attended. In addition, the Company reimburses each Director for out-of-pocket expenses incurred in connection with attendance at board meetings. Item 12 —Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of December 31, 2024, 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 31, 2024, there were 10,503,599 shares of Company Common Stock outstanding. Name Amount and Nature of Beneficial Ownership % of Class Bleichroeder LP 2,465,026 (1) 20.95 % Roy T. Eddleman, Trustee, Roy T. Eddleman Trust UAD 8-7-2000 2,127,264 (2) 18.66 % Laurence W. Lytton 1,067,946 (3) 9.99 % Veradace Capital Management LLC 1,452,717 (4) 13.12 % Brian Pessin 1,303,606 (5) 11.84 % Thomas A. Satterfield 1,138,055 (6) 10.50 % North Run Capital, LP 1,089,743 (7) 9.99 % Lyon Polk 944,000 (8) 8.60 % Christopher Cox 635,454 (9) 5.86 % John A. Moore 456,472 (10) 4.21 % Helena R. Santos 313,388 (11) 2.90 % Jurgen Schumacher 197,264 (12) 1.86 % Daniel Donadille 144,465 (13) 1.36 % John Nicols 90,778 (14) * Karl D. Nowosielski 50,498 (15) * Robert P. Nichols 49,268 (16) * Michael Blechman 37,186 (17) * Reginald Averilla 29,768 (18) * All directors and executive officers as a group (10 persons) 2,004,541 (19) ____________________ (1) Based upon form Schedule 13D filed with SEC on March 21, 2025, includes 1,261,675 shares issuable upon exercise of warrants (2) Based upon form Schedule 13D filed with SEC on February 15, 2023, includes 894,376 shares issuable upon exercise of warrants (3) Based upon form Schedule 13G filed with SEC on February 14, 2024, includes 186,560 shares issuable upon exercise of warrants (4) Based upon form Schedule 13D filed with SEC on December 29, 2023, includes 565,789 shares issuable upon exercise of warrants (5) Includes 509,568 shares issuable upon exercise of warrants (6) Based upon form Schedule 13G filed with SEC on February 12, 2025, includes 336,984 shares issuable upon exercise of warrants (7) Based upon form Schedule 13D filed with SEC on February 13, 2025, includes 404,743 shares issuable upon exercise of warrants (8) Includes 472,000 shares issuable upon exercise of options and/or warrants (9) Includes 334,209 shares issuable upon exercise of options and/or warrants (10) Includes 351,690 shares issuable upon exercise of options and/or warrants (11) Includes 289,443 shares issuable upon exercise of options and/or warrants (12) Includes 104,502 shares issuable upon exercise of options and/or warrants (13) Includes 139,002 shares issuable upon exercise of options and/or warrants (14) Includes 75,778 shares issuable upon exercise of options and/or warrants (15) Includes 36,605 shares issuable upon exercise of options and/or warrants (16) Includes 27,579 shares issuable upon exercise of options and/or warrants (17) Includes 37,186 shares issuable upon exercise of options and/or warrants (18) Includes 29,768 shares issuable upon exercise of options and/or warrants (19) Includes 1,425,762 shares issuable upon exercise of options and/or warrants 26 EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information with respect to Company options, warrants and rights as of December 31, 2024 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (a) (b) (c) Equity Compensation plans approved by security holders 1,835,447 $ 5.06 463,848 Equity Compensation plans not approved by security holders N/A N/A N/A Total 1,835,447 $ 5.06 463,848 Item 13 —Certain Relationships and Related Party Transactions, and Director Independence Mr. John Nicols, a Director since March 2024, provides consulting services to the Company’s Bioprocessing System segment pursuant to consulting agreement which was entered in September 2023. The agreement provided that the consultant be paid a monthly retainer fee of $8,000. For the year ended December 31, 2023, the Company paid fees of $19,200 and issued 35,000 stock options which vested monthly over a one-year period, valued at $114,700 on the grant date using the Black-Scholes-Merton option pricing model. For the year ended December 31, 2024, the Company paid fees under the consulting agreement aggregating $96,000. Item 14 —Principal Accountant Fees and Services Introductory Statement Our Current Report on Form 8-K relating to our change in certifying accountant as filed with the United States Securities and Exchange Commission on June 6, 2024, is incorporated by reference herein. Fees Forvis Mazars serves as the Company’s independent registered public accounting firm. The Company incurred fees in connection with the audit and quarterly reviews of the Company’s annual consolidated financial statements. The fees for the services of Forvis Mazars and Mazars USA were approximately $274,000 and $37,000, respectively for the year ended December 31, 2024. The Company incurred fees for the services of Mazars USA of $188,300 for the year ended December 31, 2023. In approving the engagement of the independent registered public accounting firm to perform the audit and non-audit services, the Company’s Audit Committee evaluates the scope and cost of each of the services to be performed including a determination that the performance of the non-audit services will not affect the independence of the firm in the performance of the audit services. 27 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. Financial Statements . The required financial statements of the Company are attached hereto on pages F1-F33. Exhibits . The following Exhibits are filed as part of this report on Form 10-K: Exhibit Number Exhibit 3 Certificate of Incorporation and By-Laws: 3(a) Certificate of Incorporation of the Company as amended (filed as Exhibit 1(a-1) to the Company's General Form for Registration of Securities on Form 10 dated February 14, 1973 and incorporated by reference thereto.) 3(b) Certificate of Amendment of the Company’s Certificate of Incorporation, as filed on January 28, 1985 (filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1985 and incorporated by reference thereto.) 3(c) By-Laws of the Company, as restated and amended (filed as Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on January 6, 2003 and Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on December 5, 2007 and incorporated by reference thereto). 3(d) Second Amended and Restated By-Laws of Scientific Industries, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 10, 2020 and incorporated by reference thereto). 3(e) Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021 and incorporated by reference thereto). 3(f) Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021 and incorporated by reference thereto). 3(g) Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 25, 2022 and incorporated by reference thereto). 28 Table of Contents 3(h) By-Laws of the Company, as restated and amended (filed as Exhibit 3(i) to the Company’s Current Report on Form 8-K filed on November 9, 2022 and incorporated by reference thereto). 3(g) Certificate of Amendment of Certificate of Incorporation of Scientific Industries, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 11, 2023 and incorporated by reference thereto). 4 Instruments defining the rights of security holders: 4(a) 2002 Stock Option Plan (filed as Exhibit 99-1 to the Company’s Current Report on Form 8-K filed on November 25, 2002 and incorporated by reference thereto). 4(b) 2012 Stock Option Plan (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on January 23, 2012 and incorporated by reference thereto). 4(c) Amendment to the Company’s 2012 Stock Option Plan (Filed as Exhibit 4(c) to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2016 and incorporated by reference thereto). 4(d) Form of Warrant issued by the Company to Investors (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020, and incorporated by reference thereto). 4(e) Amendment No. 2 to Scientific Industries, Inc. 2012 Stock Option Plan (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 1, 2021 and incorporated by reference thereto). 4(f) 2022 Equity Incentive Plan to the Company’s Current Report on Form 8-K filed on February 25, 2022 and incorporated by reference thereto). 4(g) Form of Warrant issued by the Company to Investors (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2023, and incorporated by reference thereto). 4(h) Amendment No.1 to 2022 Equity Incentive Plan filed as Exhibit 4 within this Form 10-K 10 Material Contracts: 10(a) Lease between Registrant and AIP Associates, predecessor-in-interest of current lessor, dated October, 1989 with respect to Company's offices and facilities in Bohemia, New York (filed as Exhibit 10(a) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2005 and incorporated by reference thereto). 10(a)-1 Amendment to lease between Registrant and REP A10 LLC, successor in interest of AIP Associates, dated September 1, 2004 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 2, 2004, and incorporated by reference thereto). 10(a)-2 Second amendment to lease between Registrant and REP A10 LLC dated November 5, 2007 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on November 8, 2007, and incorporated by reference thereto). 10(a)-3 Lease agreement dated August 8, 2014 by and between the Company and 80 Orville Drive Associates LLC. (filed as Exhibit 10 to the Company's Form 10-K filed on September 26, 2014, and incorporated by reference thereto). 29 Table of Contents 10(a)-3(i) First amendment to lease dated September 20, 2021 by and between the Company and REP 2035 LLC. (filed as Exhibit 10(a)-3(i) to the Company's Form 10-K filed on October 14, 2021, and incorporated by reference thereto). 10(b) Employment Agreement dated January 1, 2003, by and between the Company and Ms. Santos (filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on January 22, 2003, and incorporated by reference thereto). 10(b)-1 Employment Agreement dated September 1, 2004, by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 1, 2004, and incorporated by reference thereto). 10(b)-2 Employment Agreement dated December 29, 2006, by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on December 29, 2006, and incorporated by reference thereto). 10(b)-3 Employment Agreement dated July 31, 2009 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on August 7, 2009, and incorporated by reference thereto). 10(b)-4 Employment Agreement dated May 14, 2010 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 18, 2010, and incorporated by reference thereto). 10(b)-5 Employment Agreement dated September 13, 2011 by and between the Company and Ms. Santos (filed as exhibit 10(b)-5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, and incorporated by reference thereto). 10(b)-6 Amended Employment Agreement dated May 20, 2013 by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 20, 2013, and incorporated by reference thereto). 10(b)-7 Agreement extension dated June 9, 2015 to amend employment agreement by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto) 10(b)-8 Agreement extension dated May 25, 2016 to amend employment agreement by and between the Company and Ms. Santos (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). 10(b)-9 Employment agreement dated July 1, 2017 by and between the Company and Ms. Santos (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and incorporated by reference thereto). 10(b)-10 Amendment No.1 to Employment Agreement dated June 23, 2022, by and between the Company and Ms. Santos (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 27, 2022, and incorporated by reference thereto). 30 Table of Contents 10(c) Employment Agreement dated January 1, 2003, by and between the Company and Mr. Robert P. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 22, 2003, and incorporated by reference thereto). 10(c)-1 Employment Agreement dated September 1, 2004, by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on September 1, 2004, and incorporated by reference thereto). 10(c)-2 Employment Agreement dated December 29, 2006, by and between the Company and Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on December 29, 2006, and incorporated by reference thereto). 10(c)-3 Employment Agreement dated July 31, 2009 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on August 7, 2009, and incorporated by reference thereto). 10(c)-4 Employment Agreement dated May 14, 2010 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on May 18, 2010, and incorporated by reference thereto). 10(c)-5 Employment Agreement dated September 13, 2011 by and between the Company and Mr. Nichols (filed as Exhibit 10(c)-5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, and incorporated by reference thereto). 10(c)-6 Amended Employment Agreement dated May 20, 2013 by and between the Company and Mr. Nichols (filed as Exhibit 10A-2 to the Company’s current Report on Form 8-K filed on May 20, 2013, and incorporated by reference thereto). 10(c)-7 Agreement extension dated June 9, 2015 to amend employment agreement with Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto). 10(c)-8 Agreement extension dated May 25, 2016 to amend employment agreement with Mr. Nichols (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). 10(c)-9 Employment agreement dated July 1, 2017 by and between the Company and Mr. Nichols (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and incorporated by reference thereto). 10(c)-10 Amendment No.1 to Employment Agreement dated June 23, 2022, by and between the Company and Mr. Nichols (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 27, 2022, and incorporated by reference thereto). 10(d) Consulting Agreement dated January 1, 2003 by and between the Company and Mr. Cremonese and his affiliate, Laboratory Innovation Company, Ltd. (filed as Exhibit 10(b) to the Company’s Current Report on Form 8-K filed on January 6, 2003, and incorporated by reference thereto). 10(d)-1 Amended and Restated Consulting Agreement dated March 22, 2005, by and between the Company and Mr. Cremonese and Laboratory Innovation Company, Ltd. (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 23, 2005, and incorporated by reference thereto). 31 Table of Contents 10(d)-2 Second Amended and Restated Consulting Agreement dated March 15, 2007, by and between the Company and Mr. Cremonese and Laboratory Innovation Company Ltd. (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 16, 2007, and incorporated by reference thereto). 10(d)-3 Third Amended and Restated Consulting Agreement dated September 23, 2009, by and between the Company and Mr. Cremonese and Laboratory Innovation Company, Ltd. (filed as Exhibit 10 to the Company’s Annual Report on Form 10-K field on September 24, 2009, and incorporated by reference thereto). 10(d)-4 Fourth Amended and Restated Consulting Agreement dated January 7, 2011 (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K (filed on January 18, 2011, and incorporated by reference thereto). 10(d)-5 Fifth Amendment and Restated Consulting Agreement dated January 20, 2012 (filed as Exhibit 10 to the Company’s Current Report on Form 8-K (filed on January 23, 2012, and incorporated by reference thereto). 10(d)-6 Agreement extension dated November 29, 2012 to Amended and Restated Consulting Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on December 4, 2012, and incorporated by reference thereto). 10(d)-7 Agreement extension dated December 12, 2013 to Amended and Restated Consulting Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on December 12, 2013, and incorporated by reference thereto). 10(d)-8 Agreement extension dated January 14, 2015 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 15, 2015, and incorporated with reference thereto). 10(d)-9 Agreement extension dated January 7, 2016 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on January 26, 2016, and incorporated with reference thereto). 10(d)-10 Agreement extension dated February 16, 2018 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10-A1 to the Company’s Current Report on Form 8-K filed on March 9, 2018, and incorporated with reference thereto). 10(d)-11 Agreement extension dated January 23, 2019 to Amended and Restated Consulting Agreement by and between the Company and Mr. Cremonese and affiliates (filed as Exhibit 10-1 to the Company’s Current Report on Form 8-K filed on January 25, 2019, and incorporated with reference thereto). 10(d)-12 Monthly Retainer Agreement between Scientific Bioprocessing, Inc. and Mr. Cremonese and affiliates (filed as Exhibit 10(d)-12 to the Company’s Quarterly Report on Form 10-Q on February 13, 2020, and incorporated by reference thereto). 10(d)-13 Extension of Monthly Retainer Agreement between Scientific Bioprocessing, Inc. and Mr. Cremonese and affiliates (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 8, 2021, and incorporated with reference thereto). 32 Table of Contents 10(e) Sublicense from Fluorometrix Corporation (filed as Exhibit 10(a)1 to the Company’s Current Report on Form 8-K filed on June 14, 2006, and incorporated by reference thereto). 10(f) Stock Purchase Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). 10(g) Escrow Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). 10(h) Registration Rights Agreement, dated as of November 30, 2006, by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(b) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). 10(i) Employment Agreement, dated as of November 30, 2006, between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10(c) to the Company’s Current Report on Form 8-K filed on December 5, 2006, and incorporated by reference thereto). 10(i)-1 Employment Agreement, dated as of October 30, 2008, between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on October 30, 2008, and incorporated by reference thereto). 10(i)-2 Employment Agreement, dated as of October 1, 2010, between Altamira Instruments, Inc., and Brookman P. March (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on October 13, 2010, and incorporated by reference thereto). 10(i)-3 Employment Agreement, dated as of May 18, 2012 between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10(i)-3 to the Company’s Annual Report on Form 10-K filed on September 27, 2012, and incorporated by reference thereto). 10(i)-4 Agreement Extension, dated as of May 21, 2014 between Altamira Instruments, Inc. and Brookman P. March (filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on May 21, 2014, and incorporated by reference thereto). 10(i)-5 Agreement extension dated June 9, 2015 to amend employment agreement (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on June 9, 2015, and incorporated by reference thereto). 10(i)-6 Agreement extension dated May 25, 2016 to amend employment agreement (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on May 31, 2016, and incorporated by reference thereto). 10(i)-7 Employment agreement dated July 1, 2017 by and between the Company and Brookman. March (filed as an exhibit to the Company's Annual Report on Form 10-K filed on June 30, 2017, and incorporated by reference thereto). 10(i)-8 Termination notice dated February 14, 2020 to Mr. March (filed as Exhibit 10(I-8) to the Company’s Current Report on Form 8-K filed on February 18, 2020, and incorporated by reference thereto). 33 Table of Contents 10(j) Indemnity Agreement, dated as of April 13, 2007 by and among the Company and Grace Morin, Heather H. Haught and William D. Chandler (filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2007 and incorporated by reference thereto). 10(k) Lease between Altamira Instruments, Inc. and Allegheny Homes, LLC, with respect to the Company’s Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k) to the Company’s Annual Report on Form 10-KSB filed on September 28, 2007 and incorporated by reference thereto). 10(k)-1 Lease between Altamira Instruments, Inc. and Allegheny Homes, LLC, with respect to the Company’s Pittsburgh, Pennsylvania facilities (filed as Exhibit 10(k)-1 to the Company’s Quarterly Report on Form 10-Q filed on February 14, 2013, and incorporated by reference thereto). 10(l) Line of Credit Agreements dated October 30, 2008, by and among the Company and Capital One, N.A. (filed as Exhibits 10-A1(a) through (f) to the Company’s Current Report on Form 8-K filed on October 30, 2008, and incorporated by reference thereto. 10(l)-1 Restated Promissory Note Agreement dated January 20, 2010 by and among the Company and Capital One N.A. (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 20, 2010, and incorporated by reference thereto). 10(I)-2 Consulting Agreement dated April 1, 2009 by and between the Company and Grace Morin (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on April 1, 2009, and incorporated by reference thereto). 10(m)-1 Agreement dated January 12, 2015 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on January 15, 2015, and incorporated by reference thereto). 10(m)-2 Agreement dated January 7, 2016 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on January 26, 2016, and incorporated by reference thereto). 10(m)-3 Agreement dated February 16, 2018 to extend Consulting Agreement (filed as Exhibit 10A-2 to the Company’s Current Report on Form 8-K filed on March 9, 2018, and incorporated by reference thereto). 10(m)-4 Agreement dated January 23, 2019 to extend Consulting Agreement (filed as Exhibit 10-2 to the Company’s Current Report on Form 8-K filed on January 25, 2019, and incorporated by reference thereto). 10(n) Line of Credit Agreements dated June 14, 2011, by and among the Company and JPMorgan Chase Bank, N.A. (filed as Exhibits 99.1 through 99.3 to the Company’s Current Report on Form 8-K filed on June 16, 2011, and incorporated by reference thereto). 10(n)-1 Promissory Note dated June 5, 2013 by and among the Company and JP Morgan Chase Bank, N.A. (filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on June 7, 2013, and incorporated by reference thereto). 10(o) Purchase Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Fluorometrix Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). 34 Table of Contents 10(p) Escrow Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Fluorometrix Corporation (filed as Exhibit 10(A) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). 10(q) Research and Development Agreement dated as of November 14, 2011, by and between Scientific Bioprocessing, Inc. and Biodox R&D Corporation (filed as Exhibit 10(B) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). 10(q)-1 Notice of termination of Research and Development Agreement dated June 12, 2013 (filed as Exhibit 99 to the Company’s Current Report on Form 8-K filed on June 27, 2013, and incorporated by reference thereto) 10(r) Non-Competition Agreement, dated as of November 14, 2011, by and among the Company, Scientific Bioprocessing, Inc., and Joseph E. Qualitz (filed as Exhibit 10(D) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). 10(s) Promissory Note, dated as of November 14, 2011, by and between the Company and the University of Maryland, Baltimore County (filed as Exhibit 10(c) to the Company’s Current Report on Form 8-K filed on November 17, 2011, and incorporated by reference thereto). 10(t) License Agreement, dated as of January 31, 2001 by and between University of Maryland, Baltimore County and Fluorometrix Corporation (filed as Exhibit 10(E) to the Company’s Current Report on Form 8-K filed on November 21, 2011, and incorporated by reference thereto). 10(u) Line of Credit Agreements dated June 25, 2014, by and among the Company and Bank of America Merrill Lynch (filed as Exhibits 99.1 through 99.2 (to the Company’s Current Report on Form 8-K filed on July 2, 2014, and incorporated by reference thereto). 10(v) Asset Purchase Agreement, dated as of February 26, 2014, by and among the Company and Fulcrum, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). 10(v)-1 Escrow Agreement, dated as of February 26, 2014, by and among the Company, and Fulcrum, Inc. (filed as Exhibit 10(e) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). 10(v)-2 Non-Competition Agreements, dated as of February 26, 2014, by and among the Company, and James Maloy and Karl Nowosielski (filed as Exhibits 10(b) and 10(c) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). 10(v)-3 Registration Rights Agreement, dated as of February 26, 2014, by and among the Company, and Fulcrum, Inc. (filed as Exhibit 10(d) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). 10(v)-4 Supply Agreement, dated as of February 20, 2014, by and among the Company, and Axis Sp 3.O.O. (filed as Exhibit 10(g) to the Company’s Current Report on Form 8-K filed on February 28, 2014, and incorporated by reference thereto). 10(w) Line of Credit Agreements dated June 26, 2015, by and among the Company and First National Bank of Pennsylvania (filed as Exhibit 10.1 through 10.4 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). 35 Table of Contents 10(w)-1 Commercial Security Agreement dated July 5, 2016 by and among the Company, and First National Bank of Pennsylvania. 10(y) Note Purchase Agreements with James Maloy dated May 7, 2015 (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). 10(z) Note Purchase Agreements with Grace March dated May 19, 2015 (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 30, 2015, and incorporated by reference thereto). 10(aa) Consulting Agreement dated March 1, 2019 between the Company and Mr. John A. Moore (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 6, 2019, and incorporated by reference thereto). 10(aa)-1 Amendment to Consulting Agreement dated November 7, 2019 between the Company and Mr. John A. Moore (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2019, and incorporated by reference thereto). 10(aa)-2 Employment Agreement dated July 1, 2020 between Scientific Bioprocessing, Inc. and John A. Moore (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2020, and incorporated by reference thereto). 10(bb) Consulting Agreement dated July 20, 2020 between the Company and Mr. Reinhard Vogt and his affiliate Societat Reinhard and Noah Vogt AG (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on July 22, 2020, and incorporated by reference thereto.) 10(bb)-1 Amendment to Consulting Agreement between the Company and Societät Reinhard and Noah Vogt AG GmbH and Reinhard Vogt (filed as Exhibit 10A-1 to the Company’s Current Report on Form 8-K filed on March 8, 2021, and incorporated by reference thereto. 10(cc) Employment Agreement dated July 1, 2020 between Scientific Bioprocessing, Inc. and James Polk (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 25, 2020, and incorporated by reference thereto). 10(dd) Securities Purchase Agreement dated June 18, 2020 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020, and incorporated by reference thereto). 10(dd)-1 Form of Amendment of Securities Purchase Agreement, by and between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2021, and incorporated by reference thereto). 10(ee) Loan Agreement under the U.S. Small Business Administration Paycheck Protection Program dated April 14, 2020 between the Company and First National Bank (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2020, and incorporated by reference thereto). 10(ff) Asset Purchase Agreement dated November 30, 2020 between Altamira Instruments, Inc. and Beijing JWGB Sci. & Tech. Co., Ltd (filed as Exhibit 2 to the Company’s Current Report on Form 8-K filed on December 1, 2020, and incorporated by reference thereto). 36 Table of Contents 10(gg) Asset Purchase Agreement dated April 28, 2021 between the Company and the sellers of aquila biolabs GmbH (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporate by reference thereto). 10(gg)-1 Directors’ Service Contract dated April 29, 2021 between the Company and the sellers of aquila biolabs GmbH (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporate by reference thereto). 10(gg)-2 Directors’ Service Contract dated May 24, 2022 between the Company and a seller of aquila biolabs GmbH (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 27, 2022, and incorporate by reference thereto). 10(hh) Securities Purchase Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporated by reference thereto). 10(hh)-1 Registration Rights Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 30, 2021, and incorporated by reference thereto). 10(hh)-2 Amendment No. 1 to Registration Rights Agreement dated April 29, 2021 between the Company and Investors (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 21, 2021, and incorporated by reference thereto). 10(ii) Securities Purchase Agreement dated June 18, 2021 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021, and incorporated by reference thereto). 10(jj) Securities Purchase Agreement dated March 2, 2022 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2022, and incorporated by reference thereto). 10(kk) Securities Purchase Agreement dated March 2, 2022 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2022, and incorporated by reference thereto). 10(ll) Employment Agreement dated June 30, 2023, by and between the Company and Mr. Averilla (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 07,2023, and incorporated by reference thereto). 10(mm) Securities Purchase Agreement dated December 13, 2023 between the Company and Investors (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 15, 2023, and incorporated by reference thereto). 19.1 Policy on Insider Trading (Filed herewith) 31.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) 31.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) 32.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith) 32.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith) 37 Table of Contents SIGNATURES Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 31, 2025 SCIENTIFIC INDUSTRIES, INC. (Registrant) /s/ Helena R. Santos Helena R. Santos President, Chief Executive Officer, and Treasurer Date: March 31, 2025 SCIENTIFIC INDUSTRIES, INC. (Registrant) /s/ Reginald Averilla Reginald Averilla Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date Helena R. Santos President, Chief Executive Officer, and Treasurer March 31, 2025 Reginald Averilla Chief Financial Officer March 31, 2025 John A. Moore Chairman of the Board March 31, 2025 Christopher Cox Director March 31, 2025 Michael Blechman Director March 31, 2025 Jurgen Schumacher Director March 31, 2025 John Nicols Director March 31, 2025 38 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB firm ID 686) F-2 Report of Independent Registered Public Accounting Firm (PCAOB firm ID 339 ) F-3 Consolidated financial statements: Consolidated Balance Sheets as of December 31, 2024 and 2023 F-4 Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2024 and 2023 F-6 Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and 2023 F-7 Notes to financial statements F-8 – F-33 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Scientific Industries, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Scientific Industries, Inc. (the “Company”) as of December 31, 2024 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited the adjustments to the 2023 financial statements to retrospectively apply the change in accounting related to the Company’s adoption of ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures as described in Note 14. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole. Explanatory Paragraph Regarding Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Forvis Mazars, LLP We have served as the Company’s auditor since 2024. New York, NY March 31, 2025 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Scientific Industries, Inc. Opinion on the Financial Statements We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 14, the accompanying consolidated balance sheet of Scientific Industries, Inc. (the “Company”) as of December 31, 2023 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above, before the effects of the adjustments to retrospectively apply the change in accounting (as described in Note 14), present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting (as described in Note 14) and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Forvis Mazars. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Mazars USA LLP We served as the Company’s auditor from 2023 to 2024. New York, NY March 31, 2024 F-3 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2024 As of December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 587,900 $ 796,100 Investment securities 1,985,000 4,928,700 Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at December 31, 2024 and 2023 1,202,600 1,157,100 Inventories 4,085,900 4,883,900 Income tax receivable 73,600 161,400 Prepaid expenses and other current assets 352,700 413,500 Total current assets 8,287,700 12,340,700 Property and equipment, net 885,000 1,082,300 Goodwill 115,300 115,300 Other intangible assets, net 752,300 1,249,900 Inventories 509,500 609,000 Operating lease right-of-use assets 947,900 1,273,900 Other assets 63,100 59,400 Total assets $ 11,560,800 $ 16,730,500 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 586,100 $ 711,700 Accrued expenses 790,100 777,900 Contract liabilities 63,500 23,600 Lease liabilities, current portion 307,300 324,100 Total current liabilities 1,747,000 1,837,300 Lease liabilities, less current portion 694,400 1,007,800 Total liabilities 2,441,400 2,845,100 Shareholders’ equity: Common stock, $ 0.05 par value; 30,000,000 , shares authorized; 10,503,599 and 10,145,211 , shares issued and outstanding at December 31, 2024 and 2023 525,200 507,300 Additional paid-in capital 42,637,800 40,844,600 Accumulated comprehensive income (loss) ( 113,100 ) 18,600 Accumulated deficit ( 33,930,500 ) ( 27,485,100 ) Total shareholders’ equity 9,119,400 13,885,400 Total liabilities and shareholders’ equity $ 11,560,800 $ 16,730,500 See notes to consolidated financial statements F-4 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Year Ended December 31, Year Ended December 31, 2024 2023 Revenues $ 10,712,600 $ 11,111,500 Cost of revenues 5,979,000 6,009,500 Gross profit 4,733,600 5,102,000 Operating expenses: General and administrative 4,822,700 5,417,900 Selling 3,643,000 5,377,800 Research and development 2,906,100 3,566,200 Total operating expenses 11,371,800 14,361,900 Loss from operations ( 6,638,200 ) ( 9,259,900 ) Other income: Other income, net 12,400 62,900 Interest income 180,400 107,200 Total other income, net 192,800 170,100 Loss from continuing operations before income tax expense ( 6,445,400 ) ( 9,089,800 ) Income tax, current - - Income tax expense - - Total income tax expense - - Loss from continuing operations ( 6,445,400 ) ( 9,089,800 ) Discontinued operations: Gain from discontinued operations, net of tax - 3,300 Net loss ( 6,445,400 ) ( 9,086,500 ) Comprehensive gain (loss): Unrealized holding gain on investment securities, net of tax - 1,600 Foreign currency translation gain (loss) ( 131,700 ) 25,400 Comprehensive gain (loss) ( 131,700 ) 27,000 Total comprehensive loss $ ( 6,577,100 ) $ ( 9,059,500 ) Basic and Diluted loss per common share Continuing operations $ ( 0.61 ) $ ( 1.27 ) Discontinued operations $ - $ - Consolidated operations $ ( 0.61 ) $ ( 1.27 ) See notes to consolidated financial statements F-5 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Additional Accumulated Other Total Common Stock Paid-in Comprehensive Accumulated Treasury Stock Stockholders’ Shares Amount Capital Income (Loss) Deficit Shares Amount Equity Balance December 31, 2022 7,023,401 $ 351,200 $ 32,900,800 $ ( 8,400 ) $ ( 18,398,600 ) 19,802 $ 52,400 $ 14,792,600 Net loss - - - - ( 9,086,500 ) - - ( 9,086,500 ) Issuance of Common Stock and Warrants, net of issuance costs (Note 12) 3,141,612 157,100 3,481,300 - - - - 3,638,400 Fair value modification of warrants recorded as stock issuance costs - - 2,112,800 - - - - 2,112,800 Issuance of warrants - - 161,000 - - - - 161,000 Foreign currency translation adjustment - - - 25,400 - - - 25,400 Unrealized holding gain on investment securities, net of tax - - - 1,600 - - - 1,600 Retirement of treasury stock ( 19,802 ) ( 1,000 ) ( 51,400 ) - - ( 19,802 ) ( 52,400 ) - Stock-based compensation - - 2,240,100 - - - - 2,240,100 Balance December 31, 2023 10,145,211 $ 507,300 $ 40,844,600 $ 18,600 $ ( 27,485,100 ) 0 $ - $ 13,885,400 Net loss - - - - ( 6,445,400 ) - - ( 6,445,400 ) Issuance of Common Stock and Warrants, net of issuance costs (Note 12) 358,388 17,900 204,000 - - - - 221,900 Fair value modification of warrants recorded as stock issuance costs - - 423,800 - - - - 423,800 Foreign currency translation adjustment - - - ( 131,700 ) - - - ( 131,700 ) Stock-based compensation - - 1,165,400 - - - - 1,165,400 Balance December 31, 2024 10,503,599 $ 525,200 $ 42,637,800 $ ( 113,100 ) $ ( 33,930,500 ) 0 $ - $ 9,119,400 See notes to consolidated financial statements F-6 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, Year ended December 31, 2024 2023 Operating activities: Net loss $ ( 6,445,400 ) $ ( 9,086,500 ) Adjustments to reconcile net loss to net cash used in operating activities: Provision for bad debt 2,000 - Provision for inventory reserves 359,800 - Depreciation and amortization 750,700 754,000 Stock-based compensation 1,165,400 2,240,100 Fair value on issuance of warrants - 161,000 Loss on sale of investment securities 6,700 92,300 Unrealized holding gain on investment securities ( 25,900 ) ( 143,400 ) Noncash lease expense 326,600 105,200 Changes in operating assets and liabilities: Trade accounts receivable ( 42,600 ) 119,100 Inventories 450,800 ( 13,100 ) Prepaid expense and other current assets 59,000 47,400 Income tax receivable 87,800 - Other assets ( 3,700 ) ( 1,200 Accounts payable ( 114,600 ) ( 222,400 ) Accrued expenses 30,000 10,100 Contract liabilities 40,100 ( 110,800 Lease liabilities ( 330,200 ) ( 106,800 Net cash used in operating activities ( 3,683,500 ) ( 6,155,000 ) Investing activities: Redemption of investment securities 3,527,500 5,314,000 Purchase of investment securities ( 562,600 ) ( 5,917,400 ) Capital expenditures ( 98,900 ) ( 131,700 ) Net cash provided by (used) in investing activities 2,866,000 ( 735,100 Financing activities: Proceeds from issuance of common stock 716,800 6,283,200 Issuance cost of common stock and warrants ( 71,100 ) ( 532,000 Net cash provided by financing activities 645,700 5,751,200 Effect of changes in foreign currency exchange rates on cash and cash equivalents ( 36,400 ) 7,900 Net decrease in cash and cash equivalents ( 208,200 ) ( 1,131,000 ) Cash and cash equivalents, beginning of period 796,100 1,927,100 Cash and cash equivalents, end of period $ 587,900 $ 796,100 SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Income taxes $ - $ - Interest Noncash financing activities: Record right-of-use assets $ - $ 166,400 Record lease liabilities $ - $ 166,400 See notes to consolidated financial statements F-7 Table of Contents SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO SOLIDATED FINANCIAL STATEMENTS 1. Nature of the Business and Basis of Presentation Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment, weight and measurement, and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has two other locations in Pittsburgh, Pennsylvania and Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and an administrative facility in Orangeburg, New York related to sales and marketing. The products, which are sold to customers worldwide, include mixers, shakers, stirrers, refrigerated incubators, pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Scientific Industries, Inc., Scientific Bioprocessing Holdings, Inc. (“SBHI”), a Delaware corporation and wholly-owned subsidiary, which holds 100 % of the outstanding stock of Scientific Bioprocessing, Inc. (“SBI”), a Delaware corporation, and aquila biolabs GmbH (“Aquila”), a German corporation, since its acquisition on April 29, 2021, Scientific Packaging Industries, Inc., an inactive wholly-owned subsidiary, and Altamira Instruments, Inc., an inactive wholly-owned subsidiary (all collectively referred to as the “Company”). All material intercompany balances and transactions have been eliminated in consolidation. Going Concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. Based on its recurring losses from operations and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements are issued. For the year ended December 31, 2024, the Company generated negative cash flows from operations of $ 3,683,500 and has an accumulated deficit of $ 33,930,500 as of December 31, 2024. F-8 Table of Contents In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management has developed a strategic plan to secure such resources for the Company which may include capital from management and significant shareholders sufficient to meet its operating expenses and third-party equity and/or debt financing and exploring the sale of certain assets. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation allowance of net, deferred taxes. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company determines revenue recognition through the following steps: · Identification of the contract, or contracts, with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when, or as, a performance obligation is satisfied The Company has made the following accounting policy elections and elected to use certain practical expedients, as permitted by the Financial Accounting Standards Board (“FASB”), in applying ASC Topic 606: 1) All revenues are recorded net of returns, allowances, customer discounts, and incentives; 2) Although sales and other taxes are immaterial, the Company accounts for amounts collected from customers for sales and other taxes, if any, net of related amounts remitted to tax authorities; 3) the Company expenses costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; 4) the Company accounts for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service and these fulfillment costs fall within selling expenses; 5) the Company is always considered the principal and never an agent, because it has full control and responsibility until title is transferred to the customer; 6) the Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. F-9 Table of Contents Nature of Products and Services The Company generates revenues from the following sources: (1) Benchtop Laboratory Equipment Operations and (2) Bioprocessing Systems Operations. Benchtop Laboratory Equipment Sales Operations comprise primarily of standard benchtop laboratory equipment from its stock to laboratory equipment distributors, or to end users primarily via e- commerce. The sales cycle from time of receipt of order to shipment is very short varying from a day to a few weeks. Customers either pay by credit card (online sales) or Net 30-90, depending on the customer. Revenue is recognized at the point in time when the item is shipped. Once the item is shipped under the FOB terms specified in the order, which is primarily “FOB Factory”, other than a standard warranty, there are no other obligations to the customer. Warranty usually comprises of one to two year parts and labor and is deemed immaterial. Bioprocessing Systems Operations sales comprise primarily of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products offered for sale include the Cell Growth Quantifier (“CGQ”) for Biomass monitoring in shake flasks, the Liquid Injection System (“LIS”) for automated feeding in shake flasks, and a line of coaster systems and flow-through cells for pH and DO monitoring. Revenue is recognized at the point in time when the item is shipped. Segment Reporting Effective December 31, 2024, the Company adopted Accounting Standards Update ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company views its operations as two operating segments, that are also the two reporting segments: the manufacture and marketing of standard benchtop laboratory equipment for research in university, hospital and industrial laboratories sold primarily through laboratory equipment distributors and laboratory and pharmacy balances and scales (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products and related royalty income (“Bioprocessing Systems Operations”). The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss. The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results. F-10 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with original maturities of 90 days or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of December 31, 2024 and 2023, $ 0 and $ 166,000 , respectively, of cash balances were in excess of the FDIC limit. Allowance for Credit Losses - Accounts Receivable The allowance for credit losses required under ASC 326 is a valuation account that is deducted from the accounts receivables’ amortized cost basis on the Company’s condensed consolidated balance sheets. The Company’s accounts receivables are generated from the sales revenue derived from the Company’s Benchtop Laboratory Equipment and Bioprocessing Systems segments. The Company elected to estimate expected losses using an analytical model based on methods that utilize the accounts receivable aging schedule. This analytical model incorporates historical loss activity, geographic location, customer-specific information, collection terms and customer amounts. The Company evaluates the estimated allowance on an aggregate basis as each individual account receivable shares similar risk characteristics. Upon adoption of ASC 326 using the modified retrospective transition method and as of December 31, 2023, the Company determined that the allowance for credit losses, if any, is immaterial as of adoption date and the Company will continue to evaluate the accounts receivable portfolio on an on-going basis. The allowance for doubtful accounts as of December 31, 2024 and 2023 was $ 15,600 . Investment Securities The Company’s investment securities are classified as mutual funds and are held as available-for-sale and recorded at fair value. Changes in fair value of mutual funds are recorded as net unrealized gains or losses in other income (loss), net on the statement of operations and comprehensive loss. The Company determines the cost of the investment sold based on an average cost basis at the individual security level and record the interest income and realized gains or losses on the sale of these investments in other income, net on the statement of operations and comprehensive loss. Inventories Current and noncurrent inventories recorded other than those of Aquila, are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand compared to estimated future usage and sales. Cost of work-in-process and finished goods inventories include material, labor and manufacturing overhead. As needed, the Company may purchase critical raw materials that are used in the core production process in quantities that exceed anticipated consumption within the normal operating cycle, which is 12 months. The Company classifies such raw materials that the Company does not expect to consume within the normal operating cycle as noncurrent. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided for primarily by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized by the straight-line method over the remaining term of the related lease or the estimated useful lives of the assets, whichever is shorter. F-11 Table of Contents Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of Accounting Standards Codification (“ASC”) No. 350, “Intangibles- Goodwill and Other” (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. As of December 31, 2024, the Company had two reporting units, the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations. Goodwill is tested for impairment by reporting unit on an annual basis as of December 31, the last day of its fiscal year, and in the interim if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered in the Company’s goodwill impairment testing include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimate future cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital. The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations. During the year ended December 31, 2024, the Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operation reporting unit. This qualitative analysis evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting unit. In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. As of December 31, 2024 and 2023 there was no remaining goodwill to the Bioprocessing System Operations reporting unit. Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names. All intangible assets are amortized on a straight-line basis over the estimated useful lives of the respective assets, generally 3 to 10 years. The Company continually evaluates the remaining estimated useful lives of intangible assets that are being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization. The Company reviews the recoverability of our finite-lived intangible assets and long-lived assets, when events or conditions occur that indicate a possible impairment exists. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. The assessment for recoverability is based primarily on our ability to recover the carrying value of its long-lived and finite-lived intangible assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the assets the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset’s fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. F-12 Table of Contents Impairment of Long-Lived Assets The Company follows the provisions of ASC No. 360-10, “Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets (“ASC No. 360-10”). ASC No. 360-10 which requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation for impairment is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write down to a new depreciable basis is required. If required, an impairment charge is recorded based on an estimate of future discounted cash flows. The Company concluded as of December 31, 2024 and 2023, respectively, there was no impairment of long-lived assets. Leases The Company accounts for its leases under ASC 842, Leases. The Company determines whether an agreement contains a lease at inception based on the Company’s right to obtain substantially all of the economic benefits from the use of the identified asset and its right to direct the use of the identified asset. Lease liabilities represent the present value of future lease payments and the Right-Of-Use (“ROU”) assets represent the Company’s right to use the underlying assets for the respective lease terms. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The ROU asset is further adjusted to account for previously recorded lease expenses such as deferred rent and other lease liabilities. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate as the discount rate to calculate the present value of future lease payments, which was the interest rate that its bank would charge for a similar loan. The Company elected not to recognize a ROU asset and a lease liability for leases with an initial term of twelve months or less. In addition to minimum lease payments, certain leases require payment of a proportionate share of real estate taxes and certain building operating expenses or payments based on an excess of a specified base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability of the payment amount and are recorded as lease expenses in the period incurred. The Company’s lease agreements do not contain residual value guarantees. The Company elected available practical expedients for existing or expired contracts of lessees wherein the Company is not required to reassess whether such contracts contain leases, the lease classification or the initial direct costs. Advertising Advertising costs are expensed as incurred. Advertising expense amounted to $ 324,600 and $ 474,200 for the years ended December 31, 2024 and 2023, respectively. Research and Development Research and development costs consisting of expenses for activities that are useful in developing and testing new products, as well as expenses that may significantly improve existing products, are expensed as incurred. Stock Compensation Plan Stock-based compensation is accounted for in accordance with ASC No. 718 “Compensation-Stock Compensation” (“ASC No. 718”) which requires compensation costs related to stock-based payment transactions to be recognized. With limited exceptions, the amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards are measured at each reporting period. Compensation costs are recognized over the period that an employee provides service in exchange for the award. F-13 Table of Contents The Company estimates the fair value of each stock-based grant using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. The estimate expected term is based on management’s analysis of historical exercise activity. The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company has elected to account for forfeitures only when they occur. Foreign currency translation and transactions The Company has determined that the functional currency and reporting currency for its Aquila operations in Germany is the Euro and the U.S. Dollar, respectively. All assets and liabilities of Aquila are translated at the current exchange rate as of the end of the reporting period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income (loss). Gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income. Income taxes The Company and its subsidiaries file a consolidated U.S. federal income tax return, and a tax return in Germany for Aquila. Income taxes are accounted for under the asset and liability method. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. ASC No. 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC No. 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2024 and 2023, respectively, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters. The Company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company is subject to U.S. federal income tax, as well as various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the fiscal years ended June 30, 2021 and after. The Company is currently open to audit under the statute of limitations by German tax authorities for the years ended December 31, 2019 and thereafter. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months. Earnings (Loss) Per Common Share Basic earnings or loss per common share is computed by dividing net income (loss) by the weighted-average number of shares outstanding. Diluted earnings or loss per common share includes the dilutive effect of stock options and warrants, if any. The Company was in a net loss position during the year ended December 31, 2024 and 2023, respectively, therefore the basic loss per share is the same as dilutive loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consists of stock options and warrants are anti-dilutive. Recent Accounting Pronouncements not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures . This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The amendments in this update are effective for public companies with fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has not early adopted and adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. F-14 Table of Contents In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-04. The ASU requires, among other things, more detailed disclosures about types of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative expenses and is intended to improve the disclosures about an entity's expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024-03 will also require the Company to disclose both the amount and the Company's definition of selling expenses. The guidance, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our disclosures. There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements. 3. Fair Value of Financial Instruments The Company follows ASC 820, “Fair Value Measurement”, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements do not include transaction costs. The accounting guidance also expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are described below: Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly Level 3 Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculated the fair value of its Level 1 and 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period. F-15 Table of Contents The following tables set forth by level within the fair value hierarchy the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2024 and 2023, respectively, according to the valuation techniques the Company used to determine their fair values: Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Investment securities - Mutual Funds $ 1,985,000 $ - $ - $ 1,985,000 Total $ 1,985,000 $ - $ - $ 1,985,000 Fair Value Measurements as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Investment securities – Mutual Funds $ 4,928,700 $ - $ - $ 4,928,700 Total $ 4,928,700 $ - $ - $ 4,928,700 Investments in marketable securities by security type as of December 31, 2024 and 2023, respectively, consisted of the following: As of December 31, 2024: Cost Fair Value Unrealized Holding Gain Mutual funds $ 1,729,000 $ 1,985,000 $ 256,000 Total $ 1,729,000 $ 1,985,000 $ 256,000 As of December 31, 2023: Cost Fair Value Unrealized Holding Gain (Loss) Mutual funds $ 4,929,300 $ 4,928,700 $ ( 600 ) Total $ 4,929,300 $ 4,928,700 $ ( 600 ) F-16 Table of Contents 4. Inventories As of December 31, 2024 2023 Raw materials $ 3,015,700 $ 3,436,300 Work-in-process 28,500 23,200 Finished goods 1,551,200 2,033,400 Total Inventories $ 4,595,400 $ 5,492,900 Inventories - Current Asset $ 4,085,900 $ 4,883,900 Inventories - Noncurrent Asset 509,500 609,000 5. Property and Equipment, Net Useful Lives As of December 31, (Years) 2024 2023 Automobiles 5 $ 22,000 $ 22,000 Computer equipment 3 - 5 475,000 497,300 Machinery and equipment 3 - 7 1,664,000 1,624,300 Furniture and fixtures 4 - 10 106,600 108,500 Leasehold improvements 3 - 10 257,400 279,600 2,525,000 2,531,700 Less accumulated depreciation $ 1,640,000 $ 1,449,400 Property and Equipment, Net $ 885,000 $ 1,082,300 Depreciation expense was $ 243,000 and $ 240,900 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024 and 2023, respectively, the Company wrote off fully depreciated property and equipment assets for the cost amount of $ 29,600 and $ 38,600 and for the accumulated depreciated amount of $ 29,600 and $ 38,600 , respectively. 6. Goodwill and Finite Lived Intangible Asset Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Company’s acquisitions. Goodwill amounted to $ 115,300 as of December 31, 2024 and 2023, respectively, all of which is expected to be deductible for tax purposes. F-17 Table of Contents The components of finite lived intangible assets are as follows: Useful Lives Cost Accumulated Amortization Net As of December 31, 2024 Technology, trademarks 3 - 10 yrs. $ 1,216,800 $ 1,020,100 $ 196,700 Trade names 3 - 6 yrs. 592,300 417,300 175,000 Websites 3 - 7 yrs. 210,000 210,000 - Customer relationships 4 - 10 yrs. 372,200 221,200 151,000 Sublicense agreements 10 yrs. 294,000 294,000 - Non-compete agreements 4 - 5 yrs. 1,060,500 993,200 67,300 Patents 5 - 7 yrs. 605,600 443,300 162,300 $ 4,351,400 $ 3,599,100 $ 752,300 Useful Lives Cost Accumulated Amortization Net As of December 31, 2023 Technology, trademarks 3 - 10 yrs. $ 1,216,800 $ 870,900 $ 345,900 Trade names 3 - 6 yrs. 592,300 341,600 250,700 Websites 3 - 7 yrs. 210,000 210,000 - Customer relationships 4 - 10 yrs. 372,200 193,600 178,600 Sublicense agreements 10 yrs. 294,000 294,000 - Non-compete agreements 4 - 5 yrs. 1,060,500 797,600 262,900 Patents 5 - 7 yrs. 595,800 384,000 211,800 $ 4,341,600 $ 3,091,700 $ 1,249,900 Total amortization expense was $ 507,700 and $ 513,100 for the years ended December 31, 2024 and 2023, respectively. Estimated future amortization expense of intangible assets as of December 31, 2024 is as follows: As of December 31, 2025 $ 373,500 2026 193,900 2027 97,900 2028 43,700 2029 28,300 Thereafter 13,000 Total $ 752,300 7. Line of Credit The Company has a Demand Line of Credit through December 2025 with First National Bank of Pennsylvania which provides for borrowings of up to $ 300,000 for regular working capital needs, bearing interest at 7.50 %. The agreement does not contain any financial covenants and borrowings are secured by a pledge of the Company’s assets including inventory, accounts receivable, chattel paper, equipment and general intangibles of the Company. The borrowings outstanding under the line of credit as of December 31, 2024 and 2023 were $ 0 and $ 50,000 , respectively. F-18 Table of Contents 8. Commitments and Contingencies Legal Matters During the normal course of business, the Company may be named from time to time as a party to claims and litigations arising in the ordinary course of business. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements. Employment Agreements The Company has an employment agreement with its Chief Executive Officer and President, which expires on June 30, 2025 . The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the President terminates the employment for “good reason”, the President will have the right to receive a lump sum payment equal to three times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. The Company has an employment agreement with its Chief Financial Officer, which expires on June 30, 2025 . The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the employee terminates the employment for “good reason”, the employee will have the right to receive a lump sum payment equal to one times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. The Company has an employment agreement with its Chairman, which expires on June 30, 2024. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the employee resigns for “good reason”(as such term is defined in the agreement) , the Company shall pay severance payments equal to either one year’s salary at the rate of the compensation at the time of termination is employee is terminated within 12 months of the date of the agreement or six months’ salary is the employee is terminated after 12 months of the date of the agreement. The Company will continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment. The Company has employment agreements with the Chief Executive Officer of Aquila and three managing directors of Aquila for an indefinite term, which can be terminated by either party upon a twelve month written notice for the Chief Executive Officer and a six month written notice for the three managing directors, in accordance with German law. The agreements include a retention bonus of 25,000 euros if the employees do not terminate their employment with the Company within two years after the agreement date or the Company does not terminate their employment for good cause. 9. Related Parties Consulting Agreement On September 19, 2023, the Company’s Bioprocessing System segment entered into a one year consulting agreement with John Nicols, which renewed for one year on September 19, 2024. The agreement provided that the consultant be paid a monthly retainer fee of $ 8,000 . For the year ended December 31, 2023, the Company paid fees of $ 19,200 and issued 35,000 stock options which vested monthly over a one year period, valued at $ 114,700 on the grant date using the Black-Scholes-Merton option pricing model. For the year ended December 31, 2024, the Company paid fees under the consulting agreement of $ 96,000 . F-19 Table of Contents 10. Leases The Company leases certain properties consisting principally of a facility in Bohemia, New York (headquarters) which was amended in September 2021 to increase the space by approximately 25 % and extend the lease term through October 2028. The Company leased a 1,200 square foot facility in Orangeburg, New York where it conducted its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, which expired at the end of October 2024 and was not renewed and continued as a monthly lease through the end of December 31, 2024. On January 1, 2025, the Company entered into a lease for a 220 square foot facility in Pearl River, New York where it conducts its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, expiring in December 2027. The Company’s Bioprocessing Systems operations are conducted in co-sharing office space in Pittsburgh, Pennsylvania, expiring in March 2025 with option to renew, and a 5,252 square foot facility in Baesweiller, Germany, the lease which was renewed in December 2023 to extend the lease term to December 31, 2025, comprised of manufacturing, engineering, and administrative space. In August and September 2022, the Company entered into two lease agreements to lease motor vehicles for certain employees. The contractual period of each vehicle lease is 36 months and the lease was determined to qualify for operating lease treatment upon the lease commencement date. There are no renewal options with any of the leases, no residual values or significant restrictions or covenants other than those customary in such arrangements, and no non-cash activities. Any rent escalations incorporated within the Company’s leases are included in the calculation of the future minimum lease payments, as further described below. All of the Company’s leases are deemed operating leases. As of December 31, 2024 As of December 31, 2023 Weighted Average Years 3.57 4.35 Weighted Average Discount 5.27 % 5.43 % Year ended December 31, 2024 Year ended December 31, 2023 Total Cash Payment $ 381,200 $ 334,600 The Company’s approximate future minimum rental payments under all operating leases as of December 31, 2024 are as follows: Year ended December 31, Amount 2025 $ 354,200 2026 266,600 2027 274,600 2028 201,000 Total future minimum payments $ 1,096,400 Less: Imputed interest ( 94,700 ) Total Present Value of Operating Lease Liabilities $ 1,001,700 11. Loss Per Common Share The Company presents the computation of earnings per share (“EPS”) on a basic basis. Basic EPS is computed by dividing net income or loss by the weighted average number of shares outstanding during the reported period. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. Common shares are excluded from the calculation if they are determined to be anti-dilutive. The following table sets forth the weighted average number of common shares outstanding for each period presented. F-20 Table of Contents Year ended December 31, Y ear ended December 31, 2024 2023 Weighted average number of common shares outstanding 10,503,599 10,145,211 Effect of dilutive securities: - Weighted average number of dilutive common shares outstanding 10,503,599 10,145,211 Basic and diluted loss per common share: Continuing operations $ ( 0.61 ) $ ( 1.27 ) Discontinued operations $ 0 $ 0 Consolidated operations $ ( 0.61 ) $ ( 1.27 ) Approximately 1,835,447 and 8,232,510 shares of the Company's common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the year ended December 31, 2024. Approximately 1,120,097 and 7,856,203 shares of the Company's common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the year ended December 31, 2023. 12. Common Stock and Warrants Authorized Shares On February 25, 2022, at the Company’s Annual Stockholders Meeting, the stockholders of the Company approved an amendment to its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.05 per share (“Common Stock”) by 5,000,000 shares from 15,000,000 to 20,000,000 shares. At such Annual Stockholders Meeting, the stockholders also approved an amendment to the Company’s 2012 Stock Option Plan (the “2012 Plan”) to increase the number of shares of Common Stock available under the Plan by 943,000 shares, from 307,000 to 1,250,000 shares, which, together with 150,000 shares that were added to the 2012 Plan in 2020, were registered by the Company on a Form S-8 Registration Statement with the Securities and Exchange Commission on March 15, 2021. In addition, the stockholders also approved the adoption of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) providing for the issuance of up to 1,750,000 shares of Common Stock plus outstanding options granted under the Company’s 2012 Stock Option Plan that expire or are forfeited. The 2022 Plan provides various stock awards including incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards, which can be awarded to employees and directors of the Company and its subsidiaries. On November 29, 2023, the board of directors of the Company adopted a resolution approving a certificate of amendment to the Company’s Certificate of Incorporation, as amended, to increase in the number of authorized shares of Common Stock from 20,000,000 shares of Common Stock, to 30,000,000 shares of Common Stock, (the “Authorized Capital Increase”). On December 7, 2023, the Company obtained the written consent of stockholders of the Company holding greater than 50% of the voting securities of the Company approving the Authorized Capital Increase. F-21 Table of Contents Issuance and Sale of Common Stock 2023 Securities Purchase Agreement On December 13, 2023, the Company entered into a Securities Purchase Agreement (“the 2023 Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Investors agreed to subscribe and purchase up to 3,500,000 Units at a price per Unit of $ 2.00 , or an aggregate purchase price of $ 7,000,000 at one or more closings (the “Offering”), with each Unit comprised of (a) one newly-issued share of Common Stock, par value $ 0.05 per share (the “Shares”), and (b) a warrant (the “Warrants”) to purchase either 100% or 160%, depending on the number of Units purchased by an Investor, of the number of shares of Common Stock included in the Units purchased by an Investor (the “Warrant Shares”) at an exercise price of $2.50 per share. The Warrants are immediately exercisable and expire five years from their date of issuance. If at any time commencing 12 months from the date of the issuance of a Warrant, but before the expiration of the Warrant, the volume weighted average pricing of the Company’s common stock exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) for each of thirty consecutive trading days, then the Company may, at any time in its sole discretion, call for the exercise of the Warrants, in their entirety. On December 13, 2023, the Company issued and sold an aggregate of 2,638,076 Units, comprised of 2,638,076 shares of the Company’s common stock and Warrants to purchase 3,673,076 Warrant Shares for a total consideration of $5,276,152 pursuant to the Company’s 2023 Purchase Agreement. The Company recognized $970,200 of issuance cost, which includes $427,500 attributable to legal and placement agent fees and $542,700 attributable to the fair value of 131,904 warrants, issued to the private placement agent, to purchase up to 131,904 shares of Common Stock at an exercise price of $2.00 per share on substantially the same terms as the Warrants issued to the Investors . The Company intends to use the net proceeds from the sale of the Units for working capital needs of its Bioprocessing Systems Operations. On December 19, 2023, and December 20, 2023 the Company sold an aggregate of 432,935 and 70,601 Units, respectively, comprised of 432,935 and 70,601 shares of the Company’s Common Stock and Warrants to purchase 432,935 and 70,601 shares of Common Stock for a total consideration of $865,870 and $141,202, respectively, pursuant to the Company’s 2023 Purchase Agreement. The Company recognized $206,900 of issuance cost, which includes $104,500 attributable to legal and placement agent fees and $102,400 attributable to the fair value of 25,177 warrants, issued to the private placement agent, to purchase up to 25,177 shares of Common Stock at an exercise price of $2.00 per share on substantially the same terms as the Warrants issued to the Investors . The Company intends to use the net proceeds from the sale of the Units for working capital needs of its Bioprocessing Systems Operations. 2024 Securities Purchase Agreement On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the 2023 Purchase Agreement. On this closing, the Company sold an aggregate of 358,388 Units, comprising 358,388 shares of the Company’s common stock, par value $ 0.05 per share (“Common Stock”) and warrants (“Warrants”) to purchase 358,388 shares of Common Stock for a total consideration of $ 716,776 . The Company recognized $ 98,700 of issuance cost, which includes $ 71,100 attributable to legal and placement agent fees and $ 27,600 attributable to the fair value of warrants, issued to the placement agent, to purchase up to 17,919 shares of Common Stock at an exercise price of $ 2.00 per share on substantially the same terms as the Warrants issued to the purchasers of Units (“Investors”). Warrants Replacements Warrants As an incentive to certain Investors of the Company who participated in previous private placements (“Existing Investors”) and received as part of those financings, warrants (“Outstanding Warrants”) to purchase shares of Common Stock, the Company agreed that, if any Existing Investor were to purchase Units at a certain level in the offering thereof under the 2023 Purchase Agreement (the “Offering”), the Company would reduce the exercise price of the Outstanding Warrants held by such Existing Investor to $2.50 per share and extend the period in which such Outstanding Warrants could be exercised to the period ending on the fifth anniversary of the date on which the Existing Investor purchased Units under the 2023 Purchase Agreement. Each such Existing Investor purchasing Units at the requisite level received a new warrant (the “Replacement Warrants”) to replace such Existing Investor’s Outstanding Warrants. As a result of their December 13, 2023, December 19, 2023, and December 20, 2023 purchase of Units, Existing Investors received Replacement Warrants to replace 1,257,331 , 559,905 and 17,631 , respectively, of their Outstanding Warrants. The Company measured and recognized a fair value change of $ 2,112,800 related to the modification and issuance of the Replacement Warrants, recorded as equity issuance cost in the statement of changes in. F-22 Table of Contents On January 17, 2024, as a result of their purchase of Units, Existing Investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants, with each Replacement Warranting having a reduced exercise price of such Outstanding Warrants of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2023 Purchase Agreement. The Company measured and recognized a fair value change of $423,800 related to the modification and issuance of the Replacement Warrants, recorded as equity issuance cost in the statement of changes in. Underwriter Warrants As part of its compensation as placement agent for the 2023 Purchase Agreement described above, the Company issued to the placement agent or its designees warrants to purchase up to 157,081 shares of Common Stock at an exercise price of $ 2.00 per share on substantially the same terms as the Warrants issued to the Investors . The Warrants were valued on each closing grant date, using the Black-Scholes-Merton option pricing model and the Company recognized $ 645,100 as equity issuance cost in the statement of changes in. During the year ended December 31, 2023, in connection to underwriter/consulting services, the Company issued 100,000 warrants to purchase up to 100,000 shares of Common Stock at an exercise price of $ 2.50 per share. The Warrants are immediately exercisable and expire five years from their date of issuance. If at any time commencing 12 months from the date of the issuance of a Warrant, but before the expiration of the Warrant, the volume weighted average pricing of the Company’s common stock exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) for each of thirty consecutive trading days, then the Company may, at any time in its sole discretion, call for the exercise of the Warrants, in their entirety. The Warrants were valued on the grant date of December 13, 2023, using the Black-Scholes-Merton option pricing model and the Company recognized $ 161,000 as general and administration expense during the year ended December 31, 2023. Warrant Summary The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2024 and 2023, respectively. Warrant Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Life Outstanding and exercisable as of December 31, 2022 3,422,510 $ 8.98 3.10 Issued 6,268,560 2.49 4.96 Exercised - - - Expired or cancelled ( 1,834,867 ) 8.87 2.36 Outstanding and exercisable as of December 31, 2023 7,856,203 $ 3.82 4.32 Issued 710,191 2.49 4.05 Exercised - - - Expired or cancelled ( 333,884 ) 9.03 1.56 Outstanding and exercisable as of December 31, 2024 8,232,510 $ 3.50 3.49 F-23 Table of Contents Terms of the outstanding warrants as of December 31, 2024 are as follow: Warrant Issue Date Outstanding Warrants Exercise Price Expiration Date 6/19/2020 745,850 $ 9.00 6/18/2025 4/30/2021 437,997 $ 9.50 4/29/2026 6/21/2021 46,313 $ 9.50 6/18/2026 3/2/2022 23,599 $ 5.50 3/2/2027 12/13/2023 5,030,407 $ 2.50 12/13/2028 12/13/2023 131,904 $ 2.00 12/13/2028 12/19/2023 992,840 $ 2.50 12/19/2028 12/19/2023 21,647 $ 2.00 12/19/2028 12/20/2023 88,232 $ 2.50 12/20/2028 12/20/2023 3,530 $ 2.00 12/20/2028 1/17/2024 692,272 $ 2.50 1/17/2029 1/17/2024 17,919 $ 2.00 1/17/2029 8,232,510 13. Stock Options 2012 Plan The Company’s 2012 Plan expired in February 2022, which provided for the grant of options to purchase up to 1,193,000 shares of the Company’s Common Stock, par value $.05 per share (“Common Stock”), plus up to 57,000 shares under options previously granted under the 2002 Stock Option Plan of the Company (the “Prior Plan”). The 2012 Plan provided for the granting of incentive or non-incentive stock options. Incentive stock options may be granted to employees at an exercise price equal to 100 % (or 110% if the optionee owns directly or indirectly more than 10 % of the outstanding voting stock) of the fair market value of the shares of Common Stock on the date of the grant and vested as to 1/3 on each of the first, second, and third anniversaries from the grant date. Non-incentive stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. 2022 Plan The Company’s 2022 Plan provides for the issuance of up to 1,750,000 shares of the Company’s Common Stock, par value $ 0.05 per share, plus outstanding options granted under the Company’s 2012 Stock Option Plan that expire or are forfeited. Incentive stock options may be granted to employees at an exercise price equal to 100 % (or 110% if the optionee owns directly or indirectly more than 10 % of the outstanding voting stock) of the fair market value of the shares of Common Stock on the date of the grant. Nonstatutory stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. Both Incentive and Nonstatutory stock options cliff-vest over five years. As of December 31, 2024, 463,848 shares of Common Stock were available for grant of options under the 2022 Plan, of which 231,270 shares of Common Stock are from either terminated or expired options from the 2012 Plan. F-24 Table of Contents Salary for Equity Incentive Options On April 1, 2024 and May 17, 2024, as part of the Company’s strategic initiatives to reduce operating costs and conserve cash for operations, the Company offered a voluntary Salary/Compensation Waiver Program pursuant to which each director, officer and employee of the Company and its subsidiaries could elect to waive a portion of his or her salary/compensation for twelve months and receive separately options to purchase shares of the Common Stock of the Company (the “stock options”). Under this program, the Company issued 10-year options to purchase 628,960 shares of Common Stock, each having an exercise price of $ 2.50 per share, vesting monthly over twelve months, valued at $ 948,200 on the grant date using the Black-Scholes-Merton option pricing model. Equity Cancel and Replacement Options On April 1, 2024, as part of the Company’s strategic initiatives to incentivize current employees, the Company entered into a cancellation and replacement agreement regarding certain out-of-the money outstanding employee stock options (the “replacement stock options”), whereby employees surrendered out-of-the-money outstanding stock options (“cancelled option awards") and the Company granted replacement stock options in the same number, having an exercise price of $ 2.50 per share, which replacement options vest monthly over three years from their date of issuance. The Company accounted for the issuance of these replacements options as a modification of the terms of the cancelled option awards and in accordance with ASC 718-20-35-2A the Company will recognize $ 613,400 stock compensation expense over the three-year vesting period, which was determined by the grant-date fair value of the original award for which the service is expected to be rendered at the cancellation date, plus incremental costs measured as the excess of the fair value of the replacement options on the grant date using the Black-Scholes-Merton option pricing model over the fair value of the cancelled option award at the cancellation date in accordance with ASC 718-20-35-3. Board of Director Stock Options On April 12, 2024, the Board of Directors of the Company (the “Board”) appointed Michael Blechman (“Mr. Blechman”) as (i) a Class B Director of the Company, (ii) a member of the Board’s audit committee, (iii) a member of the Board’s compensation committee, and (iv) the Chair and a member of the Company’s Nominating Committee. On May 17, 2024, in connection with such appointment, the Company granted and issued to Mr. Blechman stock options to purchase 25,000 shares of the Common Stock of the Company with an exercise price of $ 1.75 which vest monthly over three years, valued at $ 34,500 on the grant date using the Black-Scholes-Merton option pricing model. On July 1, 2024, the Company granted and issued stock options to purchase 10,000 shares of the Common Stock to each of Christopher Cox, John Nicols, and Jurgen Schumacher, as part of their annual compensation serving as independent Board members of the Company. These stock options have a 10 -year life, an exercise price of $ 1.29 , vest 100 % one year after the grant date, and valued at $ 10,400 on the grant date using the Black-Scholes-Merton option pricing model. On July 1, 2024, the Company granted and issued stock options to purchase 5,000 shares of the Common Stock to each of Michael Blechman, Christopher Cox, and John Nicols, as part of their annual compensation serving as independent Committee Chairmens of the Company. The stock options have a 10 -year life, an exercise price of $ 1.29 , vest 100 % one year after the grant date, and valued at $ 5,200 on the grant date using the Black-Scholes-Merton option pricing model. Other Stock Options On July 21, 2023, the Company’s Bioprocessing System segment entered into a separation agreement with their VP of Sales (“former employee”). In connection with the separation agreement, the Company extended the exercisability of the former employee’s vested stock options up through the original expiration date of July, 13, 2030, which the Company recorded a additional $ 684,900 of noncash stock base compensation expense related to the modification of the exercisability of the vested stock options. F-25 Table of Contents The following table summarizes the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value of our stock options for the year ended December 31, 2024 and 2023, respectively: Year ended December 31, Year ended December 31, 2024 2023 Expected term (in years) 10 10 Risk-free interest rate 4.29 % 4.49 % Expected volatility 70.66 % 72.50 % Dividend rate 0 0 Expected volatility is estimated based on historic volatility of the Company’s common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option. Total stock-based compensation costs were $ 1,165,400 and $ 2,240,100 for the year ended December 31, 2024 and 2023, respectively. Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $ 757,100 and $ 450,100 as of December 31, 2024 and 2023, respectively. The weighted-average period over which the nonvested awards is expected to be recognized are 1.55 years and 0.87 for the year ended December 31, 2024 and 2023, respectively. The following table summarizes option activity under all plans for the year ended December 31, 2024 and 2023, respectively: Year Ended December 31, Year Ended December 31, 2024 2023 Shares under option: Shares Weighted-Average Exercie Price Aggregate Instrinsic Value Shares Weighted-Average Exercie Price Aggregate Instrinsic Value Outstanding, beginning 1,120,097 $ 8.32 $ - 1,115,810 $ 8.4 $ 129,900 Granted 1,482,422 2.48 - 35,000 4.09 - Exercised - - - - - - Forfeited/Cancelled ( 767,072 ) 8.31 - ( 30,713 ) 6.62 2,500 Outstanding, end 1,835,447 $ 3.58 - 1,120,097 $ 8.32 - Options exercisable end of the period 943,275 $ 4.69 963,228 $ 8.45 Weighted average fair value per share of options granted during the period $ 2.93 $ 3.28 F-26 Table of Contents Year Ended December 31, Year Ended December 31, 2024 2023 NonVested Shares under option Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding, beginning 156,869 $ 5.60 483,635 $ 6.76 Granted 1,482,422 2.93 35,000 3.28 Vested ( 631,084 ) 3.31 ( 351,453 ) 6.98 Forfeited ( 116,035 ) 6.28 ( 10,313 ) 5.09 Outstanding, end 892,172 $ 5.13 156,869 $ 5.60 Year Ended December 31, 2024 Shares Weighted-Average Exercise price Weighted-Average Remaining Contractual term Vested Shares under option: 943,275 $ 4.69 7.79 Year Ended December 31, 2023 Shares Weighted-Average Exercise price Weighted-Average Remaining Contractual term Vested Shares under option: 963,228 $ 8.45 6.47 F-27 Table of Contents As of December 31, 2024 Options Outstanding As of December 31, 2024 Excercisable Number Remaining Contractual Life Average Exercise Number Remaining Contractual Life Average Exercise Range Exercise Price Outstanding (Years) Price Outstanding (Years) Price $5.35 - $ 11.30 264,320 5.52 $ 9.93 264,320 5.52 $ 9.93 $2.91 - $ 4.65 88,705 4.9 $ 3.6 88,705 4.9 $ 3.60 $1.29-$2.50 1,482,422 9.26 $ 2.45 590,250 9.25 $ 2.50 1,835,447 943,275 As of December 31, 2023 Options Outstanding As of December 31, 2023 Excercisable Number Remaining Contractual Life Average Exercise Number Remaining Contractual Life Average Exercise Range Exercise Price Outstanding (Years) Price Outstanding (Years) Price $5.35 - $ 11.30 1,029,392 6.84 $ 8.73 893,773 6.84 $ 8.18 $2.91 - $ 4.65 90,705 2.29 $ 3.61 64,455 2.29 $ 3.41 1,120,097 958,228 14. Segment Information The Company views its operations as two operating segments, that are also the two reporting segments: the manufacture and marketing of standard benchtop laboratory equipment for research in university, hospital and industrial laboratories sold primarily through laboratory equipment distributors and laboratory and pharmacy balances and scales (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products (“Bioprocessing Systems Operations”). The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss. The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results. F-28 Table of Contents Segment and geographical information is reported as follows Year Ended December 31, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate Consolidated United States revenue $ 5,970,100 $ 563,900 $ - $ 6,534,000 Foreign revenue 3,052,700 1,125,900 - 4,178,600 Total Revenue $ 9,022,800 $ 1,689,800 $ - $ 10,712,600 Segment Significant Expenses: Cost of revenues 5,265,200 713,800 5,979,000 Compensation and other personnel expenses 1,547,900 3,899,000 462,900 5,909,800 Other expenses 1,417,600 2,151,400 1,073,900 4,711,300 Depreciation and Amortization 85,000 665,700 - 750,700 Segment Income (Loss) From Operations $ 707,100 $ ( 5,808,500 ) $ ( 1,536,800 ) $ ( 6,638,200 ) Assets 5,751,500 3,824,300 1,985,000 11,560,800 Long-Lived Asset Expenditures 75,900 23,000 - 98,900 Year Ended December 31, 2023 Benchtop Laboratory Equipment Bioprocessing Systems Corporate Consolidated United States revenue $ 6,879,500 $ 471,500 $ - $ 7,351,000 Foreign revenue 2,865,900 894,600 - 3,760,500 Total revenue 9,745,400 1,366,100 11,111,500 Segment Significant Expenses: Cost of revenues 5,489,500 520,000 6,009,500 Compensation and other personnel expenses 1,541,800 6,237,900 526,000 8,305,700 Other expenses 1,909,000 1,690,300 1,702,900 5,302,200 Depreciation and Amortization 84,900 669,100 754,000 Segment Income (Loss) From Operations 720,200 ( 7,751,200 ) ( 2,228,900 ) ( 9,259,900 ) Assets 6,832,400 4,969,400 4,928,700 16,730,500 Long-Lived Asset Expenditures 29,700 102,000 - 131,700 F-29 Table of Contents Geographical Information Year Ended Year Ended December 31, 2024 December 31, 2023 Revenue (a) Long-Lived Assets Revenue (a) Long-Lived Assets United States $ 6,534,000 $ 1,157,700 $ 7,351,000 $ 1,414,200 All Other Foreign Countries 3,615,800 - 3,027,500 - Germany 562,800 738,300 733,000 1,007,500 Total $ 10,712,600 $ 1,896,000 $ 11,111,500 $ 2,421,700 (a) Revenues are attributed to countries based on location of customer For the year ended December 31, 2024, one customer accounted for approximately $ 1,118,600 , revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10 % or more of the Company’s total revenue. For the year ended December 31, 2023, one customer accounted for approximately $ 1,301,400 revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10 % or more of the Company’s total revenue. F-30 Table of Contents A reconciliation of the Company's consolidated segment income/loss from operations to consolidated income (loss) from operations before discontinued operations and income taxes for the year ended December 31, 2024 and 2023, respectively, are as follows: Year ended December 31, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate Consolidated Income (Loss) from Operations $ 707,100 $ ( 5,808,500 ) $ ( 1,536,800 ) $ ( 6,638,200 ) Other income (expense), net ( 3,600 ) 27,700 168,700 192,800 Income (Loss) from operations before discontinued operations and income taxes $ 703,500 $ ( 5,780,800 ) $ ( 1,368,100 ) $ ( 6,445,400 ) Year ended December 31, 2023 Benchtop Laboratory Equipment Bioprocessing Systems Corporate Consolidated Income (Loss) from Operations $ 720,200 $ ( 7,751,200 ) $ ( 2,228,900 ) $ ( 9,259,900 ) Other income (expense), net 10,500 14,300 145,300 170,100 Income (Loss) from operations before discontinued operations and income taxes $ 730,700 $ ( 7,736,900 ) $ ( 2,083,600 ) $ ( 9,089,800 ) 15. Employee Benefit Plans The Company has a 401(k) profit sharing plan covering all its employees, which provides for voluntary employee salary contributions not to exceed the statutory limitations provided by the Internal Revenue Code. The plan provides for Company matching contribution equal to 100 % of employee’s deferral up to 3 % of pay, plus 50 % of employee’s deferral over 3 % of pay up to 5 %. Total matching contributions amounted to $ 99,200 and $ 122,400 for the year ended December 31, 2024 and 2023, respectively. 16. Income Taxes The domestic and foreign components of loss from continuing operations before taxes are: Year Ended December 31, Year Ended December 31, 2024 2023 U.S. operations $ ( 2,811,900 ) $ ( 5,352,700 ) Non-U.S. operations ( 3,633,500 ) ( 3,737,100 ) Total loss before taxes $ ( 6,445,400 ) $ ( 9,089,800 ) F-31 Table of Contents Total provision for income taxes allocated to continuing operations for the year ended December, 31, 2024 and 2023, was $ 0 , and $ 0 , respectively. Total provision for income taxes allocated to discontinued operations for the year ended December, 31, 2024 and 2023, was $ 0 , and $ 0 , respectively. In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As of and for the year ended December 31, 2024, the Company maintains a full valuation allowance of $ 9,839,400 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. As of and for the year ended December 31, 2023, the Company maintained a full valuation allowance of $ 9,302,300 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. If in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The reconciliation of the provision for income taxes at the federal statutory rate of 21 % to the actual income tax expense (benefit) for the applicable fiscal year is as follows: Year Ended December 31, Year Ended December 31, 2024 2023 Computed "expected" income tax benefit $ ( 1,353,500 ) $ ( 1,908,900 ) Research and development credits ( 39,900 ) ( 9,400 ) Incentive Stock Option Expense 38,700 73,300 Valuation allowance 537,100 2,883,700 Aquila Biolabs GmbH operating loss ( 1,069,900 ) ( 1,150,800 ) Return to provision and other true-ups 1,887,500 112,100 ) Other, net - - Income tax expense $ - $ - Income tax expense allocated to continuing operations for the year ended December 31, 2024 and 2023, was $ 0 , and $ 0 , respectively. Income tax expense allocated to discontinued operations for the year ended December 31, 2024 and 2023, was $ 0 , and $ 0 , respectively. The Company’s expected income tax expense differs from its provision for income tax expense due to the net operating loss, adjustments from the tax return to the provision, and the Company’s assessment to record a full valuation allowance against those net deferred tax assets in applying the more-likely than not standard that is required under the applicable guidance under Generally Accepted Accounting Principles in the US. F-32 Table of Contents Deferred tax assets and liabilities consist of the following: As of December 31, As of December 31, Deferred tax assets: 2024 2023 Amortization of intangible assets, including goodwill $ - $ 106,300 Research and development credits 466,300 426,400 Goodwill impairment 898,800 898,800 Capitalized research and development expenses 1,509,700 957,900 Various accruals 134,000 103,300 Stock options expense 1,531,900 1,486,400 Net operating loss 5,422,900 5,383,200 Other 21,100 27,200 Subtotal $ 9,984,700 $ 9,389,500 Deferred tax liability: Amortization of intangible assets, including goodwill ( 98,500 ) - Depreciation of property ( 46,800 ) ( 87,200 ) Subtotal ( 145,300 ) ( 87200 ) Less valuation allowance ( 9,839,400 ) ( 9,302,300 ) Net deferred tax assets $ - $ - The Company has federal net operating loss (“NOL”) carryforwards of $ 15,248,600 and $ 20,154,400 , as of December 31, 2024 and 2023, respectively, with no expiration date, which are available to reduce future taxable income. The Company has foreign NOL carryforwards of $ 12,757,000 and $ 9,330,700 , as of December 31, 2024, and 2023, respectively, with no expiration date, which are available to reduce future taxable income. Under the 2017 Tax Cuts and Jobs Act (the “TCJA”), federal carryforwards may be carried forward indefinitely. F-33