What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-05-13 · 120 added, 52 removed, 295 unchanged (37% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31,

As of June 30,

As of December 31,

2 unchanged sentences

Investment securities

Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at March 31, 2025 and December 31, 2024

Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at June 30, 2025 and December 31, 2024

Income tax receivable

16 unchanged sentences

30,000,000 shares authorized;

10,503,599 , shares issued and outstanding at March 31, 2025 and December 31, 2024

11,553,599 , shares issued and outstanding at June 30, 2025 and 10,503,599 shares issued and outstanding at December 31, 2024

Additional paid-in capital

8 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Cost of revenues

6 unchanged sentences

( 1,336,200 )

( 3,357,500 )

( 3,425,700 )

Other income:

5 unchanged sentences

( 1,283,600 )

( 3,302,200 )

( 3,335,200 )

Income tax expense

Total income tax expense

$ ( 1,522,700 )

( 1,283,600 )

Comprehensive gain (loss):

Foreign currency translation gain (loss)

$ ( 3,302,200 )

$ ( 3,335,200 )

Comprehensive gain (loss):

Foreign currency translation (loss) gain

Comprehensive (loss) gain

Total comprehensive loss

1 unchanged sentence

( 1,267,800 )

$ ( 3,022,600 )

$ ( 3,379,700 )

Basic and Diluted loss per common share

16 unchanged sentences

$ ( 35,709,000 )

( 1,523,700 )

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

Foreign currency translation adjustment

Stock-based compensation

Balance June 30, 2025

$ ( 37,232,700 )

Comprehensive

12 unchanged sentences

$ ( 29,536,700 )

( 1,283,600 )

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

Fair value modification of warrants recorded as stock issuance costs

Foreign currency translation adjustment

Stock-based compensation

Balance June 30, 2024

$ ( 30,820,300 )

See notes to unaudited condensed consolidated financial statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities:

5 unchanged sentences

Provision for bad debt

Loss on sale of investment securities

Loss (gain) on sale of investment securities

Unrealized holding (gain) on investment securities

3 unchanged sentences

Prepaid and other current assets

Income Tax Receivable

Accounts payable

Contract Liabilities

Accrued expenses

13 unchanged sentences

Effect of changes in foreign currency exchange rates on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

14 unchanged sentences

These interim statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The results for the three months ended March 31, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

The results for the three and six months ended June 30, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

Significant Accounting Policies

4 unchanged sentences

All material intercompany balances and transactions have been eliminated in consolidation.

Liquidity and Going Concern Considerations

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 of the Consolidated Financial Statements are issued.

Based upon the recuring losses from operations and continued cash outflow from operating activities (as described below), the Company has concluded that there is substantial doubt about the 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 three months ended March 31, 2025, the Company generated negative cash flows from operations of $ 1,331,100 and has an accumulated deficit of $ 35,709,000 as of March 31, 2025.

In order to continue as a going concern, the Company will need, among other things, additional capital resources in addition to those secured on April 18, 2025 as detailed in the Subsequent Events Footnote [Note 11].

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 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, Consolidated Financial Statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and the commitments in the ordinary course of business.

New Accounting Pronouncements

27 unchanged sentences

The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

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 March 31, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Fair Value Measurement as of March 31, 2025

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 June 30, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Fair Value Measurement as of June 30, 2025

Investment securities - mutual funds

1 unchanged sentence

Investment securities - mutual funds

Investments in marketable securities by security type as of March 31, 2025, and December 31, 2024, consisted of the following:

As of March 31, 2025:

Investments in marketable securities by security type as of June 30, 2025, and December 31, 2024, consisted of the following:

As of June 30, 2025:

As of December 31, 2024:

As of March 31,

As of June 30,

As of December 31,

7 unchanged sentences

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 March 31, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Goodwill amounted to $ 115,300 as of June 30, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Finite lived intangible assets are as follows:

As of March 31, 2025

As of June 30, 2025

Technology, trademarks

7 unchanged sentences

Non-compete agreements

Total amortization expense was $ 126,000 and $ 127,000 for the three months ended March 31, 2025, and March 31, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of March 31, 2025, is as follows:

As of March 31, 2025

Total amortization expense was $ 221,400 and $ 253,700 for the six months ended June, 2025, and June 30, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of June 30, 2025, is as follows:

As of June 30, 2025

Remainder of year ending 2025

5 unchanged sentences

If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals.

As of March 31, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

The Company’s approximate future minimum rental payments under all operating leases as of March 31, 2025, were as follows:

As of March 31, 2025:

As of June 30, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

The Company’s approximate future minimum rental payments under all operating leases as of June 30, 2025, were as follows:

As of June 30, 2025:

Remainder of fiscal year ending 2025

4 unchanged sentences

Issuance of Common Stock and Warrants

On April 18, 2025, the Scientific Industries, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (each an “Investor” and collectively, the “Investors”) pursuant to which the Company sold in a private placement (the “Private Placement”), and the Investors purchased, an aggregate of 1,550,000 Units, comprising (i) 1,050,000 shares of the Company’s common stock, par value $ 0.05 per share (“Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 500,000 shares of Common Stock and (iii) warrants (“Warrants”) to purchase 1,550,000 shares of Common Stock, for a total consideration of $ 1,550,000 .

The Company recognized $ 97,800 of issuance cost, which was attributable to legal and placement agent fees.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the Securities Purchase Agreement (the “2024 Purchase Agreement”) entered on December 13, 2023, as filed in the Company’s Form 8-K on December 15, 2023.

26 unchanged sentences

The following table sets forth the weighted average number of common shares outstanding for each period presented.

For the three months ended March 31,

For the six months ended June 30,

Weighted average number of common shares outstanding

2 unchanged sentences

Basic and Diluted loss per common share:

Approximately 1,831,447 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 three months ended March 31, 2025.

Approximately 1,113,837 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 three months ended March 31, 2024.

Approximately 2,195,021 and 9,536,660 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 three months ended June 30, 2025.

Approximately 1,766,547 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 both the three and six months ended June 30, 2024.

Related Parties

Consulting Agreements

During the three months ended March 31, 2025, and March 31, 2024, respectively, the Company paid $ 24,000 and $ 16,000 , respectively, to Mr.

During the six months ended June 30, 2025, and June 30, 2024, respectively, the Company paid $ 48,000 and $ 31,300 , respectively, to Mr.

John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

4 unchanged sentences

All inter-segment revenues are eliminated.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Benchtop Laboratory Equipment

7 unchanged sentences

Depreciation and Amortization

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Benchtop Laboratory Equipment

8 unchanged sentences

Segment information is reported as follows.

For the three months ending March 31, 2025, two customers accounted for approximately 10 % or more of the Company’s total revenue.

For the three months ending March 31, 2024, no customers accounted for approximately 10 % or more of the Company’s total revenue.

A reconciliation of the Company’s consolidated segment income (loss) from operations to consolidated loss from operations before income taxes and net loss for the three months ended March 31, 2025 and 2024, respectively are as follows:

Three Months Ended March 31, 2025

For the three months ending June 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

Six Months Ended June 30, 2025

Benchtop Laboratory Equipment

1 unchanged sentence

Corporate and Other

Foreign Sales

Income (Loss) From Operations

1 unchanged sentence

( 3,357,900 )

Long-Lived Asset Expenditures

Depreciation and Amortization

Six Months Ended June 30, 2024

Benchtop Laboratory Equipment

Bioprocessing Systems

Corporate and Other

Foreign Sales

Income (Loss) From Operations

( 2,894,700 )

( 3,425,700 )

Long-Lived Asset Expenditures

Depreciation and Amortization

Segment information is reported as follows.

For the six months ending June 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

A reconciliation of the Company’s consolidated segment income (loss) from operations to consolidated loss from operations before income taxes and net loss for the three months ended June 30, 2025 and 2024, respectively are as follows:

Three Months Ended June 30, 2025

Benchtop Laboratory Equipment

Bioprocessing Systems

Corporate and Other

Income (Loss) from Operations

$ ( 1,459,700 )

$ ( 257,200 )

$ ( 1,545,400 )

Other (expense) income, net

1 unchanged sentence

Total other income, net

Income (Loss) from operations before operations and income taxes

Income (Loss) from operations before income tax expense

$ ( 1,451,900 )

1 unchanged sentence

$ ( 1,522,700 )

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Benchtop Laboratory Equipment

8 unchanged sentences

Total other income, net

Income (Loss) from operations before operations and income taxes

Income (Loss) from operations before income tax expense

$ ( 1,287,300 )

1 unchanged sentence

$ ( 1,283,600 )

Six Months Ended June 30, 2025

Benchtop Laboratory Equipment

Bioprocessing Systems

Corporate and Other

Income (Loss) from Operations

$ ( 2,953,200 )

$ ( 769,900 )

$ ( 3,357,500 )

Other (expense) income, net

Interest income

Total other income, net

Income (Loss) from operations before income tax expense

$ ( 2,930,400 )

$ ( 737,400 )

$ ( 3,302,200 )

Six Months Ended June 30, 2024

Benchtop Laboratory Equipment

Bioprocessing Systems

Corporate and Other

Income (Loss) from Operations

$ ( 2,894,700 )

$ ( 818,300 )

$ ( 3,425,700 )

Other income (expense), net

Interest income

Total other income, net

Income (Loss) from operations before income tax expense

$ ( 2,883,600 )

$ ( 731,700 )

$ ( 3,335,200 )

Subsequent Events

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with certain investors (the “2025 Investors”) pursuant to which the Company sold in a private placement (the “Private Placement”), and the Investors purchased, an aggregate of 1,550,000 Units (the “2025 Units”), comprising (i) 1,050,000 shares of the Company’s Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 500,000 shares of Common Stock and (iii) warrants (“2025 Warrants”) to purchase 1,550,000 shares of Common Stock, for a total consideration of $ 1,550,000 .

The Company intends to use the net proceeds from the sale of the securities for operations, working capital and other general corporate purposes.

Each 2025 Warrant is exercisable for the purchase of one share of Common Stock at an exercise price of $ 1.00 per share.

The 2025 Warrants are immediately exercisable and expire 6 months from their date of issuance.

Certain of the 2025 Warrants are exercisable for Pre-funded Warrants to purchase shares of Common Stock in lieu of shares of Common Stock.

On August 7, 2025, Scientific Industries, Inc.

(the “Company”), a Delaware corporation entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Troemner, LLC, a Delaware limited company (the “Purchaser”) pursuant to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Genie Division of its Benchtop Laboratory Equipment Operations located in Bohemia, New York.

Such assets consisted primarily of fixed assets, inventory, and intangible assets.

The purchase price consisted of $ 9,600,000 minus certain working capital adjustments plus an earn-out up to an aggregate of $ 1,500,000 , of which $ 1,140,000 is guaranteed if the Seller performs certain obligations under separate supply and transition services agreements, under which the Company will supply products currently produced by the Division to the Buyer for a period of at least six months, renewable for 3 month periods up to a total of twelve months, plus transition services which include training and transfer of knowhow by Seller to the Buyer.

The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements