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Item 2. Management’s Discussion and Analysis

2025-11-19 compared with 2025-08-19 · 46 added, 41 removed, 34 unchanged (72% of the section changed)

9 unchanged sentences

and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise.

Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the design, manufacture, and marketing of standard benchtop laboratory equipment (“Benchtop Laboratory Equipment”), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation (“SBHI”), the design, manufacture, and marketing of bioprocessing systems and products (“Bioprocessing Systems”).

Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the manufacture of standard benchtop laboratory equipment (“Benchtop Laboratory Equipment”), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation (“SBHI”), the design, manufacture, and marketing of bioprocessing systems and products (“Bioprocessing Systems”).

SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation (“SBI”), and aquila biolabs GmbH, a German corporation (“Aquila”).

The Company’s products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research.

The Company’s results reflect those of the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations and its corporate operation.

The Company’s results reflect those of the Benchtop Laboratory Equipment Operations consisting of the Genie Division through August 7, 2025 and the Torbal Division, the Bioprocessing Systems Operations, and its corporate operation.

On August 7, 2025, the Company sold its Genie Division which is reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements.

Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations.

Results of Operations .

Three months ended June 30, 2025 and 2024

The Company realized a loss from operations before income tax expense of $1,522,700 for the three months ended June 30, 2025 compared to a $1,283,600 loss from operations before income tax expense for the three months ended June 30, 2024, primarily due to lower revenues generated during the period, in part resulting from the headwinds created by uncertainty related to the global trade war and reduced research funding.

Net revenues for the three months ended June 30, 2025 decreased $317,400 (12.0%) to $2,329,900 from $2,647,300 for the three months ended June 30, 2024, primarily due to a decrease of $175,700 in Benchtop Laboratory Equipment Operations primarily due to decreased sales of Genie brand products resulting from the headwinds created by uncertainty related to the global trade war which was partially offset by increased Torbal division sales and a $141,700 decrease in the Bioprocessing Systems Operations revenue due to customer delays in finalizing orders and requirements for products not yet available.

The gross profit percentage for the three months ended June 30, 2025, and 2024, was 43.8% and 48.8%, respectively.

The decrease is due primarily to increased material costs due to tariffs, principally for Torbal OEM products and fixed overhead for the Benchtop Laboratory Equipment Operations.

Three months ended September 30, 2025 and 2024

The Company realized a loss from continuing operations before income tax expense of $1,522,300 for the three months ended September 30, 2025 compared to a $1,565,800 loss from operations before income tax expense for the three months ended September 30, 2024, primarily due to reduced operating expenses related to the Company’s continuing operations.

Net revenues for the three months ended September 30, 2025 increased $69,600 (5.2%) to $1,404,000 from $1,334,400 for the three months ended September 30, 2024, primarily due to the increase in sales of the Torbal division which increased by $186,400 from $881,900 in the prior year period to $1,068,300 in the current year period, which was driven by increased sales of its VIVID automated pill counters.

Bioprocessing Systems Operations revenues reflected a $141,700 decrease due to overall softness in the market, customer delays in finalizing orders and requirements for products not yet available.

The gross profit percentage for the three months ended September 30, 2025, and 2024, was 45.5% and 51.0%, respectively.

This is primarily due to primarily due to the lack of Genie Division sales resulting from the sale on August 7, 2025, and to a lower extent the Company experienced some increases in material costs due to tariffs, principally for Torbal OEM products, and lower gross margins for Bioprocessing products due to fixed costs on lower sales.

General and administrative

General and administrative expenses for the three months ended June 30, 2025, and 2024, were $975,800 and $1,062,000, respectively.

The decrease of $86,200 (8.1%) is due primarily to decreased employee-related costs associated with a reduction in force in the Bioprocessing Systems Operations during the second quarter of fiscal 2024.

Selling expenses for the three months ended June 30, 2025 and 2024, were $912,300 and $900,600, respectively.

The increase of $11,700 (1.3%) is due primarily to increased sales and marketing costs incurred by the Bioprocessing Systems Operations.

General and administrative expenses for the three months ended September 30, 2025, and 2024, were $803,600 and $780,800, respectively.

The increase of $22,800 (2.9%) is due primarily to increased administrative costs by the Bioprocessing Systems Operations.

Selling expenses for the three months ended September 30, 2025 and 2024, were $735,900 and $820,900, respectively.

The decrease of $85,000 (10.4%) is due primarily to decreased sales and marketing personnel in the Bioprocessing Systems Operations.

Research and development

Research and development expenses for the three months ended June 30, 2025, and 2024, were $677,200 and $666,000, respectively.

The increase of $11,200 (1.7%) is due primarily to increased research and development expenditures in the Bioprocessing Systems Operations related to DOTS new products.

Research and development expenses for the three months ended September 30, 2025, and 2024, were $621,400 and $644,000, respectively.

The decrease of $22,600 (3.5%) is due primarily to lower research and development expenditures in the Bioprocessing Systems Operations related to DOTS new products.

Other income, net

Total other income (expense), net, for the three months ended June 30, 2025 and 2024, wase $22,700 and $52,600, respectively.

The decrease is due primarily to the decrease in interest income resulting from lower investment securities.

Income tax for the three months ended June 30, 2025, and 2024, was $0 and $0, respectively.

Total other income (expense), net, for the three months ended September 30, 2025 and 2024, was $5,526,900 and $78,500, respectively.

The increase is due primarily to the gain on disposition of the Genie product line of the Benchtop Laboratory Equipment Operations which occurred in August 2025 as discussed in Note 11 of Item 1.

Financial Statements, and to a lesser extent due to a refund for the Bioprocessing Systems Operations related to 2024 payroll taxes and social security contributions.

Income tax expense for the three months ended September 30, 2025, and 2024, was $15,300 and $0, respectively, due to the current period income generated from the sale of the Genie product line.

The Company maintains a full valuation allowance of $10,559,600 against its consolidated net deferred tax asset as the Company determined the net deferred tax assets, which includes net operating loss carry-forwards and other tax credits, are not more likely than not to be realized in the future.

Six months ended June 30, 2025 and 2024

Nine months ended September 30, 2025 and 2024

Results of Operations .

The Company realized a loss from operations before income tax expense of $3,302,200 for the six months ended June 30, 2025, as compared to a $3,335,200 loss from continuing operations before income tax expense for the six months ended June 30, 2024, resulting from a combination of decreased revenues offset by lower operating expenses.

Net revenues for the six months ended June 30, 2025 decreased $394,400 (7.7%) to $4,736,400 from $5,130,800 for the six months ended June 30, 2024, primarily due to a $324,300 decrease in the Bioprocessing Systems Operations revenues resulting primarily from inability to close on opportunities which are delayed to future periods for various reasons including customer funding or new product availability, and a decrease of $70,100 in revenues from Benchtop Laboratory Equipment Operations, which resulted primarily from decreased sales of Genie brand products, offset by increased sales of Torbal brand products.

The gross profit percentage for the six months ended June 30, 2025, and 2024, was 43.0% and 45.5%, respectively.

The decrease is due primarily to increased material costs due to tariffs, principally for Torbal OEM products and fixed overhead for the Benchtop Laboratory Equipment Operations.

The Company realized a loss from continuing operations of $5,434,700 for the nine months ended September 30, 2025, as compared to a $5,685,800 loss from continuing operations for the nine months ended September 30, 2024.

The decrease of $251,100 is due primarily to lower SG&A costs offset by lower revenues.

Net revenues for the nine months ended September 30, 2025 decreased $87,500 (2.5%) to $3,427,100 from $3,514,600 for the nine months ended September 30, 2024, primarily due to a $441,200 decrease in the Bioprocessing Systems Operations revenues resulting mostly from overall softness in the market, inability to close on opportunities which are delayed to future periods for various reasons including customer funding or new product availability offset by increased sales of Torbal brand products, particularly with VIVID pill counters.

Total net revenues of the Torbal division amounted to $2,734,300 for the nine months ended September 30, 2025 compared to $2,380,600 in the prior year period.

The gross profit percentage for the nine months ended September 30, 2025, and 2024, was 39.8% and 44.1%, respectively, primarily due to lower sales and related fixed overhead in the Bioprocessing Systems Operations.

General and administrative

General and administrative expenses for the six months ended June 30, 2025, and 2024, were $2,228,200 and $2,583,800, respectively.

The decrease of $355,600 (13.8%) is due primarily to decreased employee-related costs associated with a reduction in force in the Bioprocessing Systems Operations during the second quarter of fiscal 2024.

Selling expenses for the six months ended June 30, 2025 and 2024, were $1,836,600 and $1,798,400, respectively.

The increase of $38,200 (2.1%) is due primarily to increased sales and marketing expenses incurred by the Bioprocessing Systems Operations.

General and administrative expenses for the nine months ended September 30, 2025, and 2024, were $2,571,400 and $2,878,200, respectively.

The decrease of $306,800 (10.7%) is due primarily to decreased employee-related costs in the Bioprocessing Systems Operations, and to a lower extent reduced corporate expenses.

Selling expenses for the nine months ended September 30, 2025 and 2024, were $2,355,400 and $2,413,100, respectively.

The decrease of $57,700 (2.4%) is due to reduced employee-related costs incurred by the Bioprocessing Systems Operations.

Research and development

Research and development expenses for the six months ended June 30, 2025, and 2024, were $1,329,200 and $1,376,700, respectively.

The decrease of $47,500 (3.5%) is due primarily to the reduction of research and development expenditures in the Benchtop Laboratory Equipment Operations due to completion of the VIVID Workstation product development.

Research and development expenses for the nine months ended September 30, 2025, and 2024, were $1,870,900 and $1,946,000, respectively.

The decrease of $75,100 (3.9%) is due primarily to the reduction of research and development expenditures in the Bioprocessing Systems Operations.

Other income, net

Other income/(loss), net, for the six months ended June 30, 2025 and 2024, was $55,300 and $90,500, respectively.

The decrease is due primarily to the decrease in interest income from lower investment securities.

Income tax for the six months ended June 30, 2025, and 2024, was $0 and $0, respectively.

Other income/(loss), net, for the nine months ended September 30, 2025 and 2024, was $5,582,300 and $169,000, respectively.

The increase is due primarily to the gain on disposition of the Genie product line of the Benchtop Laboratory Equipment Operations which occurred in August 2025 as discussed in Note 11 of Item 1.

Financial Statements, and to a lesser extent due to a refund for the Bioprocessing Systems Operations related to 2024 payroll taxes and social security contributions.

Income tax expense for the nine months ended September 30, 2025, and 2024, was $15,300 and $0, respectively, due to the current period income generated from the sale of the Genie product line.

The following table discloses our cash flows for the periods presented:

For the six months ended

For the nine months ended

September 30,

Net cash used in operating activities

$ (2,762,900 )

$ (2,436,800 )

Net cash provided in investing activities

Net cash provided in financing activities

Net cash provided by investing activities

Net cash provided by financing activities

Net cash provided by operating activity of discontinued operations

Effect of changes in foreign currency exchange rates

Increase / (decrease) in cash and cash equivalents

Net cash used in operating activities was $2,762,900 for the six months ended June 30, 2025 compared to $2,436,800 for the six months ended June 30, 2024.

The net change of $326,100 is primarily due to a higher inventory and prepaid expenses in June 30, 2025.

Net cash provided by investing activities was $1,580,700 for the six months ended June 30, 2025 compared to $1,570,700 provided in the six months ended June 30, 2024.

The net increase of $10,000 is primarily due to the net redemption of investment securities in the six months ended June 30, 2025.

Net cash provided by financing activities was $1,452,200 for the six months ended June 30, 2025 compared to $645,700 for the six months ended June 30, 2024.

The net change of $806,500, is primarily due to the issuance of common stock in the six months ended June 30, 2025.

Net cash used in operating activities was $4,390,700 for the nine months ended September 30, 2025 compared to cash used in operating activities of $4,186,000 for the nine months ended September 30, 2024.

The change is primarily due to lack of Genie revenues as a result of the sale leading to lower margin sales of Torbal and Bioprocessing Systems Operations reduced revenues.

Net cash provided by investing activities was $2,444,300 for the nine months ended September 30, 2025 compared to $2,429,900 for the nine months ended September 30, 2024 reflecting the proceeds received during the current period of the Genie division asset sale.

Net cash provided by financing activities was $1,952,300 for the nine months ended September 30, 2025 compared to $645,700 for the nine months ended September 30, 2024.

The net change of $1,306,600, is primarily due to the issuance of common stock and exercise of certain warrants in the nine months ended September 30, 2025.

Critical Accounting Estimates

7 unchanged sentences

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 2. Management’s Discussion and Analysis