What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 371 added, 282 removed, 1048 unchanged (38% of the section changed)

28 unchanged sentences

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.

Blechman was CEO of ACC, Inc., a systems integration and technology product company, and he was President from 1996 to 2016, and held various other management roles from 1988 to 1995 at ACC, Inc.

Christopher Cox (age 61), a director since February 2021, has been a Senior Vice President of Population Health Investment Co., Inc.

since September 2020 and a Co-Founder and Managing Partner of Population Health Partners LLC since May 2020.

Cox has been on the Board of Directors of Nyrada, Inc.

since January 2019.

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.

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 served 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.

2 unchanged sentences

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.

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 Nicols (age 61), a director since March 2024 and Chairman of the Board of SBI, has been a consultant and advisor to SBI since September 2023.

Nicols, who is director certified by the National Association of Corporate Directors, is currently Owner / CEO of Organicols, LLC, an advisory services firm supporting a wide range of mission-driven companies globally.

In addition to his roles for Scientific Industries, Mr.

Nicols serves as chair on the board of directors of both Antheia and Solve ME/CFS Initiative, as well as a member on the boards of several other private for-profit enterprises.

From 2012 to 2022, Mr.

Nicols was President and CEO of Codexis, Inc., a Nasdaq listed synthetic biology company.

Prior to that, he grew a career to become a leading executive at NYSE listed specialty chemical maker, Albemarle Corp, from 1990 to 2012.

Moore (age 60), 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.

4 unchanged sentences

Santos (age 61), 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

She served as Vice President, Controller from 1997 and has served as Secretary from May 2001.

Jurgen Schumacher (age 72), a Director since May 2021, is currently and over the past five years has been a private investor in various startups and growth phase technology companies .

Board Committees

The Board of Directors (the “Board”) currently has three standing committees:

10 unchanged sentences

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.

Each member of the Audit Committee qualifies as an independent director under the independence requirements of Rule 10A-3 of the Exchange Act.

Compensation Committee

5 unchanged sentences

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).

Internal Revenue Code of 1986, as amended, or the Code.

Nominating and Corporate Governance Committee

4 unchanged sentences

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.

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.

Executive Officers & Significant Employees

1 unchanged sentence

Santos and Mr.

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.

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.

Zachary Rovinsky (age 59), is the Chief Financial Officer of the Company and has been employed by the Company since June 2025.

He was the Director of Finance of Textiles at MillerKnoll (a publicly-traded company) from August 2022 to June 2025.

From 2020 to August 2025, he was the Director of Finance for Alcott HR, a privately held company.

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.

(the seller of the Torbal Products Division assets to the Company) from 2004 until February 2014.

Daniel Donadille (age 38), 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.

Prior to the Company’s acquisition of aquila biolabs GmbH (“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.

The Company believes that, for the year ended December 31, 2025, its officers, directors and 10% shareholders timely complied with all filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

Code of Ethics

3 unchanged sentences

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.

A copy of the insider trading policy was filed as Exhibit 19.1 to the Form 10-K for the year ended December 31, 2024 filed on March 31, 2025.

Executive Compensation

19 unchanged sentences

Moore, Chairman

Reginald Averilla, CFO (3)

Zachary Rovinsky, CFO (3)

Reginald Averilla, CFO

2 unchanged sentences

__________________

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.

The amount of Option Awards for represents the value for stock options granted utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations.

The amounts represent the Company’s matching contribution under the Company’s 401(k).

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Consumer Price Index (“CPI”), whichever is higher, plus a discretionary bonus.

A $50,000 cash bonus was awarded to Ms.

Santos during the year ended December 31, 2025 and none in 2024.

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 Company has an employment agreement with its chairman, which expires on June 30, 2024, and was extended through June 30, 2025.

The Company has an employment agreement with its chairman of the board through June 30, 2026.

The agreement provides for an annual base salary of $165,000 for the year ended June 30, 2026, 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.

A bonus of $50,000 was awarded to Mr.

Moore during the calendar year ended December 31, 2025 and none in 2024.

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 Company has an 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

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03/2029-05/2035

Reginald Averilla

Zachary Rovinsky

Daniel Donadille

Robert Nichols

Karl Nowosielski

11 unchanged sentences

Jurgen Schumacher (4)

Marcus Frampton (5)

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, 2025, 15,000 stock options were granted to Mr.

Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model.

On April 1, 2024, 17,964 stock options were awarded to Mr.

Cox in lieu of $15,000 cash fees owed.

On July 1, 2025, 15,000 stock options were granted to Mr.

Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model.

On April 1, 2024, 10,778 stock options were awarded to Mr.

Nicols in lieu of $9,000 cash fees owed.

On July 1, 2025, 15,000 stock options were granted to Mr.

1 unchanged sentence

Please refer to Item 13 below for discussion of “All Other Compensation” amounts.

On April 1, 2024, 14,371 stock options were awarded to Dr.

Schumacher in lieu of $12,000 cash fees owed.

On July 1, 2025, 10,000 stock options were granted to Dr.

Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model.

On April 1, 2024, 8,962 stock options were awarded to Mr.

Frampton in lieu of $7,500 cash fees owed.

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 Company paid each Director who is not an employee of the Company or a subsidiary 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, if any

Item 12 —Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters

The following table sets forth, as of December 31, 2025, 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.

5 unchanged sentences

Bleichroeder LP

2,715,026 (1)

1,226,086 (2)

2,004,700 (3)

North Run Capital, LP

1,231,000 (4)

Veradace Capital Management LLC

1,453,717 (5)

Eddleman, Trustee, Roy T.

Eddleman Trust UAD 8-7-2000

Veradace Capital Management LLC

North Run Capital, LP

1,443,414 (6)

1,136,955 (7)

Christopher Cox

2 unchanged sentences

Michael Blechman

Reginald Averilla

Zachary Rovinsky

All directors and executive officers as a group (10 persons)

2,454,172 (19)

Based upon form Schedule 13D filed with SEC on March 21, 2025, includes 1,261,675 shares issuable upon exercise of warrants

Based upon form Schedule 13D filed with SEC on February 15, 2023, includes 894,376 shares issuable upon exercise of warrants

Based upon form Schedule 13G filed with SEC on February 14, 2024, includes 186,560 shares issuable upon exercise of warrants

Based upon form Schedule 13D filed with SEC on December 29, 2023, includes 565,789 shares issuable upon exercise of warrants

____________________

Includes 1,261,675 shares issuable upon exercise of warrants

Based upon form Schedule 13G filed with SEC on February 12, 2025, includes 336,984 shares issuable upon exercise of warrants

Includes 344,700 shares issuable upon exercise of warrants

Includes 509,568 shares issuable upon exercise of warrants

Includes 396,000 shares issuable upon exercise of warrants

Based upon form Schedule 13D filed with SEC on December 29, 2023, includes 565,789 shares issuable upon exercise of warrants

Based upon form Schedule 13D filed with SEC on February 15, 2023, includes 210,526 shares issuable upon exercise of warrants

Includes 472,000 shares issuable upon exercise of options and/or warrants

Includes 461,984 shares issuable upon exercise of warrants

Includes 472,000 shares issuable upon exercise of options and/or warrants

8 unchanged sentences

Includes 52,186 shares issuable upon exercise of options and/or warrants

Represents 20,000 shares issuable upon exercise of options

Includes 1,689,994 shares issuable upon exercise of options and/or warrants

8 unchanged sentences

Item 13 —Certain Relationships and Related Party Transactions, and Director Independence

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.

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 and renews each year automatically unless terminated by either party with 30 days notice.

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.

For the years ended December 31, 2025 and 2024, the Company paid annual fees of $96,000 under the consulting agreement.

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.

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.

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 January 26, 2026 is incorporated by reference herein.

The Company has engaged Carr, Riggs & Ingram, LLC (“CRI”) as its registered public accounting firm, which acquired effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”).

On January 14, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s independent registered public accounting firm.

The fees incurred for the services of BPB related to the quarterly reviews during the year ended December 31, 2025 amounted to $41,600 plus $5,200 related to a Form 8-K/A.

The fees for the services of CRI are expected to be approximately $150,000 to $175,000 related to the December 31, 2025 year end audit.

Prior to the engagement of BPB and subsequently CRI, Forvis Mazars, LLP served as the Company’s independent registered public accounting firm from January 1, 2025 through August 22, 2025.

Prior to that, the Company engaged Mazars USA, which was acquired by Forvis Mazars, LLP.

The fees for the services of Forvis Mazars related to quarterly reviews during the year ended December 31, 2025 reviews were approximately $73,500, plus $19,950 related to registration statements and other services.

The Company incurred fees for the services of Forvis Mazars, LLP and Mazars USA of $274,000 for the year ended December 31, 2024.

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.

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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).

Amendment No.1 to 2022 Equity Incentive Plan filed as Exhibit 4 within this Form 10-K

Amendment No.1 to 2022 Equity Incentive Plan filed as Exhibit 4(h) within this Form 10-K.

Amendment No.

2 to 2022 Equity Incentive Plan filed as Exhibit 4(i) within this Form 10-K.

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 April 22, 2025, and incorporated by reference thereto).

Material Contracts:

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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).

Commercial Security Agreement dated July 5, 2016 by and among the Company, and First National Bank of Pennsylvania.

Commercial Security Agreement dated July 5, 2016 by and among the Company, and First National Bank of Pennsylvania (filed as Exhibit 10 on Form 10-K on October 10, 2016, and incorporated by reference thereto).

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).

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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).

Policy on Insider Trading (Filed herewith)

Asset Purchase Agreement dated as of August 7, 2025 between the Company and Troemner, LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025, and incorporated by reference thereto).

Manufacturing and Supply Agreement dated as of August 7, 2025 between the Company and Troemner, LLC (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025, and incorporated by reference thereto).

Transition Services Agreement dated as of August 11, 2025 between the Company and Troemner, LLC (filed as exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 11, 2025, and incorporated by reference thereto).

Registration Rights Agreement by and among the Company and the Investors (filed as exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference thereto).

Securities Purchase Agreement by and among the Company and the investors (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference thereto).

Form of Alternate Warrant (filed as exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference thereto).

Form of Pre-Funded Warrant (filed as exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference thereto).

Policy on Insider Trading (filed as exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025, and incorporated by reference thereto)

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

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SCIENTIFIC INDUSTRIES, INC.

/s/ Reginald Averilla

Reginald Averilla

Chief Financial Officer

/s/ Zachary Rovinsky

Zachary Rovinsky

Chief Financial Officer, Asst.

Treasurer, Asst.

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.

1 unchanged sentence

March 31, 2026

Reginald Averilla

Chief Financial Officer

Zachary Rovinsky

Chief Financial Officer, Asst Treasurer, Asst Secretary

March 31, 2026

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Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and 2023

Notes to financial statements

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

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.

(the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited the adjustments described in Notes 1 and 17 that were applied to restate the 2024 consolidated financial statements.

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.

We were not engaged to audit, review, or apply any procedures to the 2024 consolidated 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 2024 consolidated financial statements as a whole.

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.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated 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.

1 unchanged sentence

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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.

1 unchanged sentence

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.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated 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

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

/s/ Carr, Riggs & Ingram L.L.C.

We have served as the Company’s auditor since 2026.

Palm Beach Gardens, Florida

March 31, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Scientific Industries, Inc.

To the Board of Directors and Stockholders

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.

We have audited before the effects of the adjustments to retrospectively apply the effects of discontinued operations discussed in Notes 1 and 17, the accompanying consolidated balance sheet of Scientific Industries, Inc.

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.

(the 2024 financial statements before the effects of the adjustment discussed in Note 17 are not presented herein).

In our opinion, the financial statements, before the effects of the adjustment to retrospectively apply the effects of discontinued operations described in Notes 1 and 17, 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 were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the effects of discontinued operations described in Notes 1 and 17 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 Carr, Riggs & Ingram, LLC.

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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

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We believe that our audit provides a reasonable basis for our opinion.

/s/ Mazars USA LLP

We served as the Company’s auditor from 2024 to 2025.

/s/ Forvis Mazars, LLP

New York, New York

March 31, 2025

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Investment securities

Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at December 31, 2024 and 2023

Trade accounts receivable, less allowance for doubtful accounts of $ 8,300 and $ 15,600 at December 31, 2025 and 2024, respectively

Income tax receivable

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

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Operating lease right-of-use assets

Other assets of discontinued operations

LIABILITIES AND SHAREHOLDERS’ EQUITY

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Lease liabilities, current portion

Current liabilities of discontinued operations

Total current liabilities

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Total liabilities

Commitments and contingencies (Note 8)

Shareholders’ equity:

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Research and development

Impairment of intangible assets

Total operating expenses

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Other income, net

Gain on disposition of discontinued operations

Interest income

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( 8,023,600 )

Income tax, current

Income tax expense

Income tax expense, current

Total income tax expense

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Discontinued operations:

Gain from discontinued operations, net of tax

Income from discontinued operations, net of tax

( 1,220,400 )

( 6,445,400 )

Comprehensive gain (loss):

Unrealized holding gain on investment securities, net of tax

Other comprehensive gain (loss):

Foreign currency translation gain (loss)

Comprehensive gain (loss)

Other comprehensive gain (loss)

Total comprehensive loss

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$ ( 6,577,100 )

Basic and Diluted loss per common share

Basic and Diluted gain (loss) per common share

Continuing operations

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Consolidated operations

Weighted Average Shares Outstanding

See notes to consolidated financial statements

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Accumulated Other

Comprehensive

Treasury Stock

Stockholders’

Shareholders’

Income (Loss)

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$ ( 27,485,100 )

Loss from Continuing Operations

( 8,023,600 )

Income from discontinued operations

Issuance of Common Stock and Warrants, net of issuance costs (Note 12)

Fair value modification of warrants recorded as stock issuance costs

Issuance of warrants

Foreign currency translation adjustment

Unrealized holding gain on investment securities, net of tax

Retirement of treasury stock

Stock-based compensation

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$ ( 33,930,500 )

Loss from Continuing Operations

( 1,780,300 )

Income from discontinued operations

Issuance of Common Stock and Warrants, net of issuance costs (Note 12)

Fair value modification of warrants recorded as stock issuance costs

Foreign currency translation adjustment

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$ ( 35,150,900 )

$ ( 33,930,500 )

See notes to consolidated financial statements

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$ ( 6,445,400 )

Income from discontinued operations, net of tax

Loss from continuing operations

( 1,780,300 )

( 8,023,600 )

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on disposition of discontinued operations

( 5,263,400 )

Provision for bad debt

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Depreciation and amortization

Impairment of intangible assets

Stock-based compensation

Fair value on issuance of warrants

Loss on sale of investment securities

Unrealized holding gain on investment securities

(Gain) loss on sale of investment securities

Unrealized holding loss (gain) on investment securities

Noncash lease expense

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( 7,465,700 )

Proceeds from disposition of discontinued operations

Capital expenditures

Net cash provided by (used) in investing activities

Net cash provided by investing activities

Financing activities:

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Net cash provided by financing activities

Discontinued Operations:

Net cash provided by (used in) operating activities of discontinued operations

Net change in cash

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

Net decrease in cash and cash equivalents

( 1,131,000 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash and cash equivalents, beginning of year

Cash from discontinued operations beginning of year

Less cash from discontinued operations end of year

Cash and cash equivalents, end of year

SUPPLEMENTAL DISCLOSURES:

Cash paid during the period for:

Noncash financing activities:

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AND SUBSIDIARIES

NOTES TO SOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of the Business and Basis of Presentation

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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.

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 Pearl River, New York related to sales and marketing.

The products, which are sold to customers worldwide, include pharmacy balances and analytical scales, force gauges, pill counters, bioprocessing sensors and analytical tools.

Principles of Consolidation

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(“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”).

(“SBI”), a Delaware corporation, and aquila biolabs GmbH (“Aquila”), a German corporation, since its acquisition on April 29, 2021 (all collectively referred to as the “Company”).

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

In accordance with Accounting Standards Codification (“ASC”) 205-20, “Presentation of Financial Statements – Discontinued Operations”, the Company has classified the Genie Division of Scientific Industries, Inc.

as discontinued operations.

The results of discontinued operations are presented separately in the consolidated statements of operations and comprehensive income (loss) for all periods presented, and the assets and liabilities of the Genie Division have been reflected as assets and liabilities of discontinued operations in the accompanying consolidated balance sheets for all periods presented.

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.

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.

Historically at the end of each reporting period, the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the Consolidated Financial Statements were issued.

The Company has recorded recurring losses from operations and continued cash outflows from operating activities as a result of its strategic focus on the Bioprocessing Systems Operations, which is still in its start-up stage.

Historically the Company has relied on equity financings to support recurring business operations.

For the year ended December 31, 2025, in addition to equity financings, the Company generated positive cash flows as a result of the sale of the Genie Product line which occurred in August 2025.

The Company has an accumulated deficit of $ 35,150,900 as of December 31, 2025 and continues to generate negative cash flows from its operations and expects to continue to generate negative cash flows from operations in the foreseeable future;

however, the Company expects that with the cash generated from the recent division sale plus other incoming cash related to the various post-sale agreements is sufficient to fund operations of the Company for at least one year from the date of issuance of the consolidated financial statements for the year ended December 31, 2025.

In order to continue as a going concern, the Company will need to decrease expenses or materially increase revenues, and/or secure additional external capital resources.

Based on management’s current operating plan, the Company believes its cash on hand, including its investments, are sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying consolidated financial statements;

however, there is no assurance that management's current operating plan will be successful.

Summary of Significant Accounting Policies

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”.

The Company recognizes revenue in accordance with “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.

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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.

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 and 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.

The Company’s subscription revenue as further discussed below is recognized ratably over the subscription period, which is 12 months.

Nature of Products and Services

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(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.

Benchtop Laboratory Equipment Operations' revenues are comprised primarily of benchtop weighing and measurement equipment sold to 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.

Customers either pay by credit card (e-commerce sales) or Net 30-60, 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.

Warranty usually consists of one year parts and labor and is deemed immaterial.

In addition, the Company recently introduced subscription plans, exclusively to the Benchtop Laboratory Equipment Operations' VIVID ONE/WORKSTATION customers, providing them with access to certain cloud-based information through payment of an annual subscription fee.

The Company recognized revenue related to these subscriptions amounting to $ 115,100 and $ 67,000 for the years ended December 31, 2025 and 2024, respectively.

Bioprocessing Systems Operations revenues are comprised 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.

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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 manufacture and marketing of benchtop laboratory equipment sold primarily through distributors consisting of balances, scales, moisture analyzers, force gauges, pill counters (“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.

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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.

The Company considers all highly liquid 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.

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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 allowance for credit losses required under ASC 326 is a valuation account that is deducted from the accounts receivables’ cost basis on the Company’s 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.

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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 .

The allowance for credit losses as of December 31, 2025 and 2024 was $ 8,300 and $ 15,600 , respectively.

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.

The Company’s investment securities are classified as mutual funds 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 consolidated 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 records the interest income and realized gains or losses on the sale of these investments in other income, net on the consolidated statement of operations and comprehensive loss.

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.

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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.

Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No.

350, “Intangibles- Goodwill and Other” (“ASC No.

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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.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets.

The Company concluded that as of December 31, 2025, an impairment loss of $ 291,000 was required against long-lived intangible by the Company's Bioprocessing Systems Operations reporting unit as of December 31, 2025.

There was no impairment recorded by the Company as of December 31, 2024.

The Company accounts for its leases under ASC 842, “Leases”.

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The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.

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.

740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

ASC 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 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As of December 31, 2025 and 2024, respectively, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.

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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.

The Company was in a net loss position for the years ended December 31, 2025 and 2024, 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.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

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.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue from Contracts with Customers”.

Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient.

An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating ASU 2025-05 to determine the impact it may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)”, which is intended to improve the navigability of the guidance in ASC 270, “Interim Reporting”, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with U.S.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating ASU 2025-11 to determine the impact it may have on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

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These calculations take into consideration the credit risk of both the Company and its counterparties.

For Level 3 instruments, where observable inputs are not available, the fair value was determined based on the price shares were purchased and redeemed as of December 31, 2025 by the funds.

These investments which seek high current income, comprise of private credit funds which deal in first lien senior secured debt and asset based lending in the United States that are issued in private offerings.

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

The carrying amounts of cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to their short-term maturity and insignificant risk of value changes.

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

Fair Value Measurements as of December 31, 2025

Investment securities - Mutual Funds

Investment securities

Private Credit Funds

Fair Value Measurements as of December 31, 2024

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Unrealized Holding

Private Credit Funds

As of December 31, 2024:

Unrealized Holding

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2025 and 2024

Collateralized Debt Obligations

Balance of recurring Level 3 assets at January 1

Total gains or losses for the period:

Transfers into Level 3

Transfers out of Level 3

Balance of recurring Level 3 assets at December 31

As of December 31,

Raw materials

Work-in-process

Finished goods

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Depreciation expense was $ 258,500 and $ 243,000 for the years ended December 31, 2025 and 2024, 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.

Goodwill and Finite Lived Intangible Asset

Certain Property and Equipment were sold as part of the sale of the Genie Division and are presented within the Gain on Sale of Discontinue Operations as further discussed in note 17.

During the year ended December 31, 2025, the Company wrote off fully depreciated property and equipment assets for the cost amount of $ 180,100 and for the accumulated depreciated amount of $ 180,100 .

During the year ended December 31, 2024, the Company wrote off fully depreciated property and equipment assets for the cost amount of $ 29,600 and for the accumulated depreciated amount of $ 29,600 .

Goodwill and Finite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Company’s acquisitions.

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Total amortization expense was $ 351,500 and $ 507,700 for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025 the Company assessed the recoverability of intangible assets, consisting primarily of customer relationships, technologies, software and trademarks, for impairment in accordance with ASC 350-360.

It was determined that the future cash flows from these assets are lower than the carrying amount on the consolidated balance sheet.

Therefore, an impairment charge of $ 291,000 was recorded for the SBHI unit intangible assets.

Estimated future amortization expense of intangible assets as of December 31, 2025 is as follows:

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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.

As of December 31, 2025 the Company had terminated its Demand Line of Credit with First National Bank of Pennsylvania which had provided borrowings up to $ 300,000 for regular working capital needs and bore interest at the U.S.

The line of credit was secured by a pledge of the Company's assets and as a result of the sale of the Genie® Division of the Benchtop Laboratory Equipment Operations on August 7, 2025, the Company terminated the line of credit.

There were no borrowings outstanding as of December 31, 2025 or 2024.

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.

The Company may be named from time to time as a party to claims and litigation 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”.

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Employment Agreements

The Company has an employment agreement with its Chief Executive Officer and President, which expires on June 30, 2025 .

The Company has an employment agreement with its Chief Financial Officer, which expires on June 30, 2025 .

The Company has an employment agreement with its Chief Executive Officer/President, which expires on June 30, 2026 .

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 Chief Executive Officer/President terminates the employment for “good reason”, the Chief Executive Officer/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 provision 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, 2026 .

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.

The Company has an employment agreement with the President of the Torbal® Division of the Benchtop Laboratory Equipment Operations, which expires on December 31, 2028, which may be extended for two additional one-year periods unless and until the Company or the employee provides no less than ninety days’ notice prior to the end of the term .

The agreement contains a provision that if the Company terminates the employment for any reason other than for “cause” or the employee terminates the employment for “good reason” as defined in the agreement, the employee will have the right to receive a lump sum payment equal to three times the then current annual compensation preceding such termination, plus any accrued and unused vacation and sick time, and health benefits for twelve months following the termination.

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 .

On September 19, 2023, the Company’s Bioprocessing System segment entered into a one year consulting agreement with John Nicols, a Director of the Company, with automatic renewals, unless either party gives a thirty-day notice.

The agreement provided that the consultant be paid a monthly retainer fee of $ 8,000 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 each of the years ended December 31, 2025 and 2024, the Company paid fees under the consulting agreement of $ 96,000 , respectively.

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.

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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.

The Company’s Bioprocessing Systems operations are conducted in co-sharing office space in Pittsburgh, Pennsylvania, which expired in March 2025 and is currently on a month-to-month basis, and a 5,252 square foot facility in Baesweiller, Germany, the lease which was renewed in December 2025 to extend the lease term to December 31, 2027, comprised of manufacturing, engineering, and administrative space.

The Company entered into various lease agreements to lease motor vehicles and other equipment.

The contractual period of each vehicle lease is generally 36 months and the leases were 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.

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Weighted Average Discount

Total Cash Payment

Total Lease Expense

Total Cash Payments

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

Year ended December 31,

For the years ended December 31,

Total future minimum payments

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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.

Basic Earnings Per Share (“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 similar 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.

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Approximately 2,246,100 and 8,111,700 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, 2025.

Approximately 55,000 total options and warrants were excluded from the calculation for Discontinued operations because the effect of such securities is anti-dilutive because they are out of the money.

Approximately 1,835,400 and 8,232,500 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.

There were no options and warrants excluded from the calculation for Discontinued operations because the effect of such securities is anti-dilutive because they are out of the money.

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 Company’s total number of authorized shares of Common Stock are 30,000,000 since November 29, 2023 as approved by majority shareholders’ consent.

The shareholders of the Company 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.

Subsequent to year end at the Annual Meeting of Shareholders on January 22, 2026 the shareholders approved an amendment to the Company’s 2022 Plan to increase the number of shares of Common Stock available for issuance thereunder to 3,750,000 .

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.

The Warrants were 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.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the 2023 Purchase Agreement discussed above.

On this closing, the Company sold an aggregate of 358,388 Units, comprising 358,388 shares of the Company’s common stock and 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 .

2025 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”).

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April 2025 Purchase Agreement”) with certain investors (each an “April Investors”) pursuant to which the Company sold in a private placement, and the April Investors purchased, an aggregate of 1,550,000 units, which comprised of (i) 1,050,000 shares of the Company’s Common Stock, (ii) pre-funded warrants to purchase 500,000 shares of Common Stock, and (iii) 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 costs, which was attributable to legal and placement agent fees.

In connection with a private placement transaction completed on April 18, 2025, the Company issued 1,050,000 of common stock and 500,000 pre-funded warrants to purchase common stock at an exercise price of $1.00 per share.

The warrants are immediately exercisable, have no expiration date and are subject to a beneficial ownerhip limitation of 9.99%.

In October 2025, an additional 125,000 prefunded warrants were issued in connection with warrant exercises under the same terms.The warrants are classified in equity pursuant to ASC 480 and ASC 815-40 as they are indexed to the Company’s own stock and require settlement in a fixed number of shares.

As of December 31, 2025, 625,000 pre-funded warrants remain outstanding.

These warrants are included in both basic and diluted EPS as they are exercisable for nominal amount and are considered common stock equivalents

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.

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.

On January 17, 2024, certain investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants, with each Replacement Warrant 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 consolidated statement of changes in Shareholders’ equity for the year ended December 31, 2024.

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.

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 Shareholders’ equity for the year ended December 31, 2024.

Warrant Summary

The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2024 and 2023, respectively.

The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and 2024, respectively.

Warrant Shares Outstanding

3 unchanged sentences

Expired or cancelled

( 1,834,867 )

Outstanding and exercisable as of December 31, 2024

Expired or cancelled

( 1,795,850 )

Outstanding and exercisable as of December 31, 2025

5 unchanged sentences

Stock Options

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.

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.

The Company’s 2022 Equity Incentive Plan (“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 previous 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.

1 unchanged sentence

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.

As of December 31, 2025, 53,151 combined shares of Common Stock were available for grant of options under the 2022 Plan.

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.

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 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

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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.

On July 1, 2025, the Company granted and issued stock options to purchase 15,000 shares of the Common Stock to each of Michael Blechman, Christopher Cox and John Nicols as well as 10,000 shares to 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 $ 0.65 , vest 100 % one year after the grant date, and valued at $ 9,750 for Blechman, Cox and Nicols and $ 6,500 for Schumaher 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.

In connection with the separation agreement, the Company extended the exercisability of the former employee’s vested stock options up through the expiration date of July, 13, 2030, which the Company recorded an additional $ 684,900 of noncash stock-based compensation expense related to the modification of the exercisability of the vested stock options.

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, 2025 and 2024, respectively:

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Total stock-based compensation costs were $ 520,700 and $ 1,165,400 for the year ended December 31, 2025 and 2024, 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.

Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $464,200 and $757,100 as of December 31, 2025 and 2024, respectively.

The weighted-average period over which the nonvested awards is expected to be recognized are 2.04 years and 1.55 for the year ended December 31, 2025 and 2024, respectively.

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Year Ended December 31,

Shares under option:

Weighted-Average Exercie Price

Aggregate Instrinsic Value

Weighted-Average Exercie Price

Aggregate Instrinsic Value

Weighted-Average Exercise Price

Aggregate Intrinsic Value

Weighted-Average Exercise Price

Aggregate Intrinsic Value

Outstanding, beginning

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Year Ended December 31,

NonVested Shares under option

NonVested Shares:

Weighted-Average Grant Date Fair Value

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Weighted-Average Remaining Contractual term

Vested Shares under option:

Vested Shares:

Year Ended December 31,

1 unchanged sentence

Weighted-Average Remaining Contractual term

Vested Shares under option:

Vested Shares:

As of December 31, 2025 Options Outstanding

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Depreciation and Amortization

Segment Income (Loss) From Operations

Segment Loss From Operations

$ ( 453,100 )

1 unchanged sentence

$ ( 1,349,000 )

$ ( 7,889,900 )

Long-Lived Asset Expenditures

Year Ended December 31, 2023

Year Ended December 31, 2024 Adjusted

Benchtop Laboratory Equipment

8 unchanged sentences

Depreciation and Amortization

Segment Income (Loss) From Operations

Segment Loss From Operations

( 5,808,500 )

12 unchanged sentences

For the year ended December 31, 2024, one customer accounted for approximately $ 1,119,000 revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10 % or more of the Company’s total revenue.

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:

For the year ended December 31, 2025, 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

A reconciliation of the Company's consolidated segment loss from operations to consolidated income (loss) from operations before discontinued operations and income taxes for the years ended December 31, 2025 and 2024, respectively, are as follows:

Year ended December 31, 2025

1 unchanged sentence

Bioprocessing Systems

Income (Loss) from Operations

Loss from Operations

$ ( 412,900 )

1 unchanged sentence

$ ( 1,349,000 )

$ ( 7,889,900 )

Other income (expense), net

Income (Loss) from operations before discontinued operations and income taxes

Loss from operations before discontinued operations and income taxes

$ ( 5,391,400 )

4 unchanged sentences

Bioprocessing Systems

Income (Loss) from Operations

Loss from Operations

$ ( 871,100 )

1 unchanged sentence

$ ( 1,536,800 )

$ ( 8,216,400 )

Other income (expense), net

Income (Loss) from operations before discontinued operations and income taxes

Loss from operations before discontinued operations and income taxes

$ ( 874,700 )

1 unchanged sentence

$ ( 1,368,100 )

$ ( 8,023,600 )

Employee Benefit Plans

1 unchanged sentence

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.

The domestic and foreign components of loss from continuing operations before taxes are:

$ ( 2,811,900 )

Total matching contributions amounted to $ 80,400 and $ 99,200 for the years ended December 31, 2025 and 2024, respectively.

The domestic and foreign components of income or loss from continuing operations before taxes are:

$ ( 4,390,100 )

6 unchanged sentences

Total provision for income taxes allocated to discontinued operations for the year ended December, 31, 2025 and 2024, 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.

In accordance with 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.

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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:

Computed "expected" income tax benefit

The Company adopted ASU 2023-09 "Income Taxes (Topic 740):

“Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025.

The effective tax rate for the current year reflects the classification of certain operations as discontinued operations, which were included in continuing operations in the prior year:

December 31, 2025

federal statutory taxrate

$ ( 372,900 )

State income taxes, net of federal income taxeffect

Foreign tax effects

Return to provision and other true ups

( 2,025,500 )

Changes in valuation allowance

Nontaxable or nondeductible items

Incentive Stock Options

Return to Provision and other true ups

( 1,247,200 )

Net Capitalized R&D Expenses

Inventory Reserve

Net Operating Loss

Effective tax rate

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024 for continuing and discontinued operations:

Federal tax expense

$ ( 1,353,500 )

State tax expense

Research and Development Credits

Incentive Stock Option Expense

Valuation allowance

Incentive stock options

Changes in valuation allowance

Aquila Biolabs GmbH operating loss

( 1,069,900 )

( 1,150,800 )

Return to provision and other true ups

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.

Provision for income taxes

The Company evaluated the impact of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which, among other things, permits the immediate expensing of domestic R&D expenditures and allows for the deduction of previously capitalized, unamortized amounts.

Based on this new law, management concluded the Company is eligible to apply these provisions.

ASC 740 requires that the effect of changes in laws be recognized in the period in which the applicable legislation is enacted.

Consequently, the Company evaluated all deferred tax balances under the newly enacted tax law and reflected such effects in its financial statements.

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.

Deferred tax assets and liabilities consist of the following:

Significant components of the Company’s deferred tax assets are as follows:

Deferred tax assets:

2 unchanged sentences

Goodwill impairment

Capitalized research and development expenses

Net Capitalized R&D

Various accruals

3 unchanged sentences

Amortization of intangible assets, including goodwill

Depreciation of property

Less valuation allowance

4 unchanged sentences

The Company has foreign NOL carryforwards of $ 16,188,634 and $ 12,757,000 , as of December 31, 2025, and 2024, 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.

Under the 2017 Tax Cuts and Jobs Act, federal carryforwards may be carried forward indefinitely.

Utilization of the Company’s federal NOL carryforwards and certain tax credit carryforwards may be subject to an annual limitation under IRC Section 382 if an ownership change, as defined by the IRC, has occurred or occurs in the future.

There have been no ownership changes as of December 31, 2025 that would cause a Section 382 limitation.

If an ownership change has occurred or were to occur, the Company’s ability to utilize its pre-change tax attributes could be limited.

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025.

The company made no state or foreign tax payments for the year ended December 31, 2025;

therefore, no table is needed as a result of the adoption.

Discontinued Operations

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 fixed assets, inventory, and intangible assets, of which the Company has no remaining assets or liabilities as of December 31, 2025.

The purchase price consisted of $ 9,600,000 less 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 a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition services agreements (“TSA”), under which the Company will supply products currently produced by the Division to the Buyer for a period of up to 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 and TSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses which amounted to $ 300,000 during the year ended December 31, 2025.

At December 31, 2025, the Current Assets for Discontinued Operations of $ 272,900 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $ 12,300 reflect a payable to the buyer.

As of December 31, 2024, historical assets and liabilities were reclassified to derecognize those assets and liabilities related to the Genie product line.

The gain on disposal was calculated as follows:

Carrying value of net assets of the Genie Division

Intangible Assets (Patents)

Total consideration received, net of transaction costs

transaction costs and closing adjustments

( 1,025,800 )

Escrow balance to be recognized upon successful transition

Gain on disposition

The following is the breakdown of the income generated from discontinued operations.

For the years ended

Cost of Goods Sold

Operating Expenses:

General and Administrative

Research and Development

Total Expenses

Income from Discontinued Operations

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What changed 10-K

Item 9A. Controls and Procedures