8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 13, 2021

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SCIENTIFIC INDUSTRIES, INC.

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(Exact name of registrant as specified in its charter)

Delaware	000-6658	04-2217279
(State<br>or other Jurisdiction)	(Commission<br>File Number)	(IRS<br>Employer No.)

80 Orville Drive

Bohemia, New York 11716

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(Address of principal executive offices)

(631) 567-4700

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(Registrant's telephone number, including area code)

Not Applicable

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(Former name or former address, if changed since last report)

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES

On April 13, 2021, Scientific Industries, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to a Securities Purchase Agreement dated June 18, 2020 (the “Purchase Agreement”) with the holder of a majority of the shares sold by the Company pursuant to the Purchase Agreement (the “Purchaser”) to amend the text of Section 4.13(a) of the Purchase Agreement whereby the requirement to prepare and file with the Securities and Exchange Commission a registration statement on Form S-1 or, if available, on Form S-3 will be effected no later than September 30, 2021 and the Company will use its best efforts to (i)cause the registration statement to become effective by December 31, 2021. All other terms and conditions of the Purchase Agreement remain the same.

Pursuant to the Purchase Agreement, the Company had agreed that, no later than the date that is ten (10) months after the closing date under the Purchase Agreement, the Company would prepare and file with the Securities and Exchange Commission a registration statement so as to permit the registered resale of the shares sold pursuant to the Purchase Agreement and the shares issuable upon the exercise of warrants granted under the Purchase Agreement.

A copy of the amendment is attached as exhibit hereto and the form of the Purchase Agreement was attached as exhibit 10.1 to the Company’s Current Report filed on Form 8-K on June 19, 2020.

ITEM 9.01 Financial Statements and Exhibits

(a) and (b) not applicable

(c) Exhibits

Exhibit No.	Description
10.1	Form of<br>Amendment of Purchase Agreement, by and between the Company<br>and
---	---
	the<br>Purchaser

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SCIENTIFIC INDUSTRIES, INC.
Date: April 13, 2021	By:	/s/ Helena R. Santos
		Helena R. Santos,
		President and Chief Executive Officer

docslib272155-v2amendment

SCIENTIFIC INDUSTRIES, INC.

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 to the Securities Purchase Agreement (this “Amendment”), is made on the 13th day of April 2021, by and between Scientific Industries, Inc., a Delaware corporation (the “Company”), and the undersigned Purchaser to amend that certain Securities Purchase Agreement, dated as of June 18, 2020, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Company and the undersigned Purchasers wish to amend the Purchase Agreement in order to, among other things, extend the date by which the Company shall prepare and file a registration statement with the Securities and Exchange Commission pursuant to the Purchase Agreement;

WHEREAS, pursuant to Section 5.4 of the Purchase Agreement, any provision of the Purchase Agreement may be waived, amended, modified, discharged or terminated only with the written consent of the Company and Purchasers of a majority in interest of the Shares then outstanding; and

WHEREAS, the undersigned Purchaser holds a majority in interest of the Shares.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Purchase Agreement in the following respects:

1. Amendments.

a. The text of Section 4.13(a) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(a)

No later than September 30, 2021, the Company shall prepare and file with the Commission a Registration Statement on Form S-1 or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) (the “Shelf Registration”). The Company shall use its best efforts to (i) cause the Shelf Registration filed pursuant to this Section 4.13(a) to be declared effective by the Commission or otherwise become effective under the Securities Act by December 31, 2021 and (ii) keep such Shelf Registration continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities for a period of one year. Prior to the filing of the Shelf Registration, the Company shall provide written notice to all holders of Registrable Securities of the anticipated filing thereof and the right of the holders of Registrable Securities to include Registrable Securities in the Registration Statement. The Company shall include in such Shelf Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty days after the receipt of the Company’s notice.”

2.           Scope. Except as specifically amended hereby, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect and none of the terms, conditions, representations, warranties, obligations, covenants or agreements contained in the Purchase Agreement, and none of the rights, remedies or obligations thereunder of the parties thereto, are amended, modified or waived in any respect by this Amendment. All references to the Purchase Agreement in any other document or instrument shall be deemed to mean the Purchase Agreement as amended by this Amendment.

3.           Governing Law. This Amendment shall be governed by and construed under the laws of the State of Delaware, without regard to conflicts of laws principles.

4.           Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall be considered one and the same agreement.

5.           Entire Agreement. This Amendment, the Purchase Agreement, and the documents referred to therein constitute the entire agreement among the parties, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Signature Pages Follow]

272155

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first above written.

COMPANY:

SCIENTIFIC INDUSTRIES, INC.

/S/ HELENA R. SANTOS

By:

Name: Helena Santos

Title: President and Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement as of the date first above written.

PURCHASER:

ROY T. EDDLEMAN LIVING TRUST UAD 8172000

/S/ ROY T. EDDLEMAN

By: ____________________________

Name: Roy T. Eddleman

Title: Trustee