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Item 1. Business

2026-03-31 compared with 2025-03-31 · 30 added, 38 removed, 44 unchanged (61% of the section changed)

2 unchanged sentences

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.

Until November 30, 2020, the Company was also engaged in the design, manufacture and marketing of customized catalyst research instruments through its wholly-owned subsidiary, Altamira Instruments, Inc, a Delaware corporation (“Altamira”).

On November 30, 2020, the Company sold substantially all of Altamira’s assets and Altamira’s operations were discontinued.

On August 7, 2025, the Company sold its Genie product line which was part of the Benchtop Laboratory Equipment operations but continues to market and produce scales and pill counters in the Benchtop Laboratory Equipment operating segment.

Operating Segments .

The Company views its operations as two segments:

the manufacture and marketing of standard Benchtop Laboratory Equipment which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online, and weight and measurement products including pill counters and digital scales; and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics, sold primarily on a direct basis through the Company’s internal sales force.

the manufacture of standard benchtop laboratory equipment and weighing instruments which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories, and weight and measurement products including pill counters and digital scales sold through distribution and online; and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics, sold primarily on a direct basis through the Company’s internal sales force.

Benchtop Laboratory Equipment .

The Company’s Benchtop Laboratory Equipment products consist of mixers and shakers, rotators/rockers, refrigerated and shaking incubators, and magnetic stirrers sold through the “Genie ™” division, and pharmacy and laboratory balances and scales, force gauges, automated pill counters and moisture analyzers sold through the “Torbal®” division.

Sales of the Company’s principal product, the Vortex-Genie® 2 Mixer, excluding accessories, represented approximately 33% and 32% of the Company’s total net revenues for the years ended December 31, 2024 and 2023, respectively.

The Company’s vortex mixer is used to mix the contents of test tubes, beakers, and other various containers by placing such containers on a rotating cup or other attachments which cause the contents to be mixed at varying speeds.

The Company’s additional mixers and shakers include a high-speed touch mixer, a mixer with an integral timer, a cell disruptor, a bead beater, microplate mixers, programmable vortex mixers, two large capacity multi-vessel vortex mixers and a line of various orbital shakers.

The Company also offers various benchtop multi-purpose rotators and rockers, designed to rotate and rock a wide variety of containers, and a refrigerated incubator and incubated shakers, which are multi-functional benchtop environmental chambers designed to perform various shaking and stirring functions under controlled environmental conditions.

The Company’s line of magnetic stirrers includes a high/low programmable magnetic stirrer, a four-place high/low programmable magnetic stirrer, a large volume magnetic stirrer, and a four-place general purpose stirrer.

The Company’s Torbal® division line of products includes pharmacy, laboratory, industrial digital scales, moisture analyzers, mechanical and automated pill counters, force gauges and test stands.

The Company’s Benchtop Laboratory Equipment products consist of pharmacy and laboratory balances and scales, force gauges, automated pill counters and moisture analyzers sold through the “Torbal®” division with trademark “Torbal” or “VIVID®”.

On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold substantially all of the assets of the Genie Division of the Company’s Benchtop Laboratory Equipment Operations located in Bohemia, New York to Troemner, LLC (the “Buyer”).

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

The purchase price was $9,600,000 minus certain working capital adjustments plus an earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is guaranteed if the Seller performs certain obligations under a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition services agreements (“TSA”), under which the Company agreed to produce and supply products to the Buyer for a period of up to total of twelve months, plus transition services which include training and transfer of knowhow by the Company to the Buyer.

The amounts earned by the Company under the earn-out provision of the MSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses.

As of December 31, 2025 $300,000 has been earned and recorded under the MSA agreement.

Bioprocessing Systems .

SBHI, through its two wholly-owned subsidiaries, SBI and Aquila, is engaged in the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics.

Products 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 and analytical software, and the Multi-Parameter Sensor (“MPS”) and Dissolved Oxygen sensor pills which are marketed and will be sold under the Bioprocessing Systems DOTS brand platform.

Products 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 and analytical software, and the Multi-Parameter Sensor (“MPS”) and Dissolved Oxygen sensor pills which are marketed and are sold under the Bioprocessing Systems DOTS brand platform.

Product Development.

The Company designs and develops substantially all of its products.

The Company designs and develops substantially all of its products in-house.

Company personnel formulate plans and concepts for new products and improvements or modifications of existing products.

The Company engages outside consultants to augment its internal engineering capabilities in areas such as industrial and electronics design.

The Company is investing significantly in the product development of its Bioprocessing Systems Operations with the launch of one major product line during the fiscal year ended December 31, 2024 (“Fiscal 2024)” and several new product launches planned for the fiscal year ending December 31, 2025 and thereafter with a view to generating meaningful revenues from its Bioprocessing Systems Operations in the future.

To a lesser extent, the Company also invested in product development of its VIVID product line of the Benchtop Laboratory Equipment Operations’ Torbal division, and as a result introduced a major new product in February 2025 and expects to continue to invest in this product line which the Company deems to have sales growth potential.

The Company is investing significantly in the product development of its Bioprocessing Systems Operations with a view to generating meaningful revenues from its Bioprocessing Systems Operations in the future.

To a lesser extent, the Company invested in the development of its VIVID® product line of the Benchtop Laboratory Equipment Operations’ Torbal division, and as a result introduced a major new product in February 2025.

The Company expects to continue to invest in the VIVID® product line which the Company deems to have sales growth potential.

Major Customers .

Sales to the three top customers, principally of the Vortex-Genie 2 Mixer, represented 15% and 16% of consolidated net revenues for the years ended December 31, 2024 and 2023, respectively.

The three top customers also represented 18% and 18% of Benchtop Laboratory Equipment product sales, for the year ended December 31, 2024 and 2023, respectively.

Sales to one customer, principally of the VIVID® Pill counter, represented 31% and 23% of the Company’s consolidated net revenues for the years ended December 31, 2025 and 2024, respectively.

This top customer also represented 42% and 36% of Benchtop Laboratory Equipment product sales, for the years ended December 31, 2025 and 2024, respectively.

Major Vendors .

Purchases from one vendor, represented in the aggregate 15.2% and 15.0% of consolidated net purchases for the years ended December 31, 2025 and 2024, respectively.

Benchtop Laboratory Equipment.

The Company’s Benchtop Laboratory Equipment products sold under the “Genie” brand are generally distributed and marketed through an established network of domestic and overseas laboratory equipment distributors who sell the Company’s products through websites, printed catalogs and sales force.

In general, due to the reliance on sales through distribution, it takes two to three years for a new Genie brand Benchtop Laboratory Equipment product to begin generating meaningful sales.

The Company’s “Torbal®” brand weighing products are primarily marketed and sold online, and primarily on a direct basis, and distributors.

The Company’s VIVID® brand, automated pill counters are sold through two exclusive distributors in North America.

The Company markets its products through online and trade publication advertising, brochures and catalogs, the Company’s websites, one sales professional in the North America, Central America, and South America, a consultant in Europe and Middle East and, when practicable, attendance at industry trade shows.

The Company markets its products through online and trade publication advertising, brochures and catalogs, the Company’s websites, and attendance at industry trade shows through its authorized distributors.

Bioprocessing Systems.

The Company’s Bioprocessing Systems products are marketed through a direct sales force consisting of eight sales professionals and four application scientists in the US and Germany, plus a network of 11 distributors that are managed by a distribution manager.

The Company’s Bioprocessing Systems products are marketed through a direct sales force consisting of four sales professionals and four application scientists in the US and Germany, plus a network of 11 distributors that are managed by a distribution manager.

Sales are supported via marketing through websites, content creation, application notes, mailings, trade shows, online marketing campaigns, and membership in various public/private research partnerships.

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Patents, Trademarks and Licenses .

The Company holds several patents relating to its benchtop laboratory products which include a United States patent that relates to a mixing method which expires in June 2036, and a patent relating to Torbal’s VIVID® automated pill counter which expires in March 2039.

The Company holds a patent relating to Torbal’s VIVID® automated pill counter which expires in March 2039.

The Company’s Bioprocessing Systems operations’ Aquila subsidiary holds three US patents relating to bioprocessing which expire in May 2036, February 2038 and March 2038, respectively.

1 unchanged sentence

The Company does not anticipate any material adverse effect on sales of its patented products following the expiration on any of its patents resulting in the loss of patent protection.

The Company has various proprietary trademarks, including aquila biolabs (in Germany), Bead Genie®, Disruptor Beads™, Disruptor Genie®, DOTS™, Enviro-Genie®, Genie™, Genie Temp-Shaker™, Incubator Genie™, MagStir Genie™, MegaMag Genie®, MicroPlate Genie®, MultiMagStir Genie™, Multi-MicroPlate Genie®, Orbital Genie®, QuadMag Genie®, Rotator Genie®, Roto-Shake Genie ® , Torbal ®, TurboMix™, VIVID ® , and Vortex-Genie ® , each of which it considers important to the success of the related product.

The Company has various proprietary trademarks, including aquila biolabs (in Germany), Torbal ®, and VIVID® , each of which it considers important to the success of the related product.

No representation can be made that any application will be granted or as to the protection that any existing or future trademark registration may provide.

Foreign Sales .

The Company’s sales to overseas customers, principally in Asia and Europe, accounted for approximately 39% and 34% of the Company’s net revenue for the year ended December 31, 2024 and 2023, respectively.

The Company’s sales to overseas customers, principally in Asia and Europe, accounted for approximately 17% and 23% of the Company’s net revenue for the years ended December 31, 2025 and 2024, respectively.

Payments were primarily in United States dollars and were therefore not subject to risks of currency fluctuation.

1 unchanged sentence

The Company does not consider its business to be materially seasonal.

The Company had a total backlog in benchtop equipment orders of approximately $368,300 and $563,800 as of December 31, 2024 and 2023, respectively.

There was no significant backlog for the Bioprocessing Systems operations.

The Company does not have a material backlog of orders due to the fact that most products are produced and shipped within one to two weeks.

Competition .

1 unchanged sentence

Competition is generally based upon technical specifications, price, and product recognition and acceptance.

The Company’s main competition for its Benchtop Laboratory Equipment products derives from private label brand mixers offered by laboratory equipment distributors in the United States and Europe and products exported from China.

The Company’s major competitors for its Genie brand Benchtop Laboratory Equipment are Henry Troemner, Inc.

(a private label supplier to the two largest laboratory equipment distributors in the U.S.

and Europe), IKA-Werke GmbH & Co.

KG, a German company, Benchmark Scientific, Inc.

(a United States importer of China-produced products), and Heidolph Instruments GmbH, a German company and various other smaller importers (primarily from China).

The Company’s main competitors for its Torbal® brand products are Ohaus Corporation, an American company, A&D Company Ltd., a Japanese company, Adam Equipment Co., Ltd., a British company, Avery Weigh-Tronix, an American company, and Capsa Healthcare, an American company for its VIVID® brand automated pill counters.

Direct competitors for the Company’s Bioprocessing Systems products are ABER Instruments (United Kingdom) and PreSens GmbH (Germany), indirect (systemic alternatives) competitors include Hamilton Bonaduz AG (Switzerland) and optek-Danulat GmbH (Germany) as well as total solution providers like Sartorius AG (Germany) or Eppendorf SE (Germany).

The former direct competitor PyroScience GmbH (Germany) has entered a long-term partnership agreement with aquila.

The Company’s main competitors for its Torbal® brand products are Ohaus Corporation, an American company, A&D Company Ltd., a Japanese company, Adam Equipment Co., Ltd., a British company, Illinois Tool Works, an American company, and Capsa Healthcare, an American company, and Medility Inc., a Korean company, for its VIVID® brand automated pill counters.

Direct competitors for the Company’s Bioprocessing Systems products are ABER Instruments (United Kingdom) and PreSens GmbH (Germany.

Indirect (systemic alternatives) competitors include Hamilton Bonaduz AG (Switzerland) and optek-Danulat GmbH (Germany) as well as total solution providers like Sartorius AG (Germany) or Eppendorf SE (Germany).

Research and Development .

The Company incurred research and development expenses, the majority of which related to its Bioprocessing Systems operations, of $2,906,100 and $3,566,200 for the year ended December 31, 2024 and 2023, respectively.

The Company incurred research and development expenses, the majority of which related to its Bioprocessing Systems operations, of $2,487,700 and $2,897,900 for the years ended December 31, 2025 and 2024, respectively.

The Company expects that research and development expenditures in the fiscal year ending December 31, 2026 will continue to be material reflecting continued product development efforts for the Bioprocessing Systems operations.

1 unchanged sentence

The Company’s products and claims with respect thereto have not required approval of the Food and Drug Administration or any other governmental authority.

The Company’s manufacturing operations, like those of the industry in general, are subject to numerous existing and proposed, if adopted, federal, state, and local regulations to protect the environment, establish occupational safety and health standards and cover other matters.

The Company’s manufacturing operations, like those of the industry in general, are subject to numerous existing and proposed, if adopted, federal, state, and local regulations to protect the environment and to establish occupational safety and health standards as well as certain other matters.

The Company believes that its operations are in compliance with existing laws and regulations and the cost to comply is not significant to the Company.

As of March 27, 2025, the Company employed 67 persons (32 for the Benchtop Laboratory Equipment operations, and 35 for the Bioprocessing Systems operations, of whom 27 were located in Germany) of whom 61 were full-time, including its executive officers.

As of March 31, 2026, the Company employed 55 persons (21 for the Benchtop Laboratory Equipment operations, and 34 for the Bioprocessing Systems operations, of whom 30 were located in Europe) of whom 54 were full-time, including its executive officers.

The Company augments its internal staff with outside consultants as deemed necessary.

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This information is available at www.sec.gov.

In addition, all the Company’s public filings can be accessed through the Company’s website at https://www.scientificindustries.com/sec-filings.

In addition, all the Company’s public filings can be accessed through the Company’s website athttps://www.scientificindustries.com/pages/sec-filings .

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-K

Item 1. Business