Scientific Industries Inc 8-K, filed Mar 1, 2021
Scientific Industries Inc (SCND)
8-K
2021-03-01
For: 2021-02-26
View Original
Added on
April 06, 2026
About this 8-K
Scientific Industries Inc filed this 8-K on March 1, 2021, reporting on events of February 26, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
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):
February 26, 2021
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SCIENTIFIC INDUSTRIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-6658
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04-2217279
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(State
or other Jurisdiction)
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(Commission
File Number)
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(IRS
Employer No.)
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80 Orville Drive, Suite 102
Bohemia, New York 11716
__________________________________________________
(Address
of principal executive offices)
(631) 567-4700
__________________________________________________
(Registrant's
telephone number, including area code)
Not Applicable
__________________________________________________
(Former
name or former address, if changed since last report)
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On
February 26, 2021, Scientific Industries, Inc. (the
“Company”) held its 2020 Annual Meeting of Stockholders
(the “Annual Meeting”). At the Annual
Meeting, the stockholders of the Company approved an amendment to
the 2012 Stock Option Plan of the Company to increase the number of
shares of common stock available for issuance thereunder by 943,000
shares, from 307,000 to 1,250,000 shares.
The
foregoing description of the amendment to the 2012 Stock Option
Plan does not purport to be complete and is qualified in its
entirety by reference to the full text of the amendment, which is
filed as Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
At
the Annual Meeting, the stockholders of the Company approved an
amendment to the Certificate of Incorporation of the Company to
increase the number of authorized shares of the Company’s
common stock by 3,000,000 shares from 7,000,000 to 10,000,000
shares.
The
Company’s Board of Directors previously approved the
amendment to the Certificate of Incorporation and, on March 1,
2021, the Company filed a Certificate of Amendment to the
Certificate of Incorporation (the “Certificate of
Amendment”) with the Secretary of State of the State of
Delaware. The Certificate of Amendment became effective at 5:00
p.m., Eastern time, on March 1, 2021.
The
foregoing description of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
At the Annual Meeting, the stockholders took the following
actions:
1. Elected Mr. Joseph G. Cremonese and Mr. Christopher Cox as Class
C Directors to serve until the Annual Meeting of Stockholders for
the year ended June 30, 2023 by the following votes:
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For
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Withheld
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Joseph
G. Cremonese
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1,857,908
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11,974
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Christopher
Cox
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1,859,033
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10,848
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2. Approved by a vote of 1,892,726 shares for, 226,590 shares
against, and 712 shares abstaining, the Certificate of Amendment to
the Company’s Certificate of Incorporation
to increase the number of authorized
shares of the Company’s common stock by 3,000,000 shares,
from 7,000,000 to 10,000,000 shares.
3. Approved by a vote of 1,834,864 shares for, 21,190 shares
against, and 13,828 shares abstaining, the amendment to the
Company’s 2012 Stock Option Plan to increase the number of shares available for
issuance thereunder by 943,000 shares, from 307,000 to 1,250,000
shares.
4. Approved by a vote of 2,119,903 shares for, 120 shares against,
and 6 shares abstaining, the appointment by the Board of Directors
of Nussbaum Berg Klein & Wolpow CPAs LLP as the Company's
independent registered public accounting firm with respect to the
Company's financial statements for the year ending June 30,
2021.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable
(c)
Exhibits
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Exhibit No.
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Description
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Certificate
of Amendment to Certificate of Incorporation
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Amendment
to 2012 Stock Option Plan
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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.
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SCIENTIFIC INDUSTRIES, INC.
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Date: March 1, 2021
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF SCIENTIFIC INDUSTRIES,
INC.
(Pursuant to Sections 228 and 242 of the
General Corporation Law of the State of Delaware)
Scientific Industries, Inc. (the
“Corporation”), a corporation organized and existing
under and by virtue of the provisions of the General Corporation
Law of the State of Delaware (the “DGCL”),
DOES
HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation (the
“Board”) duly adopted at a meeting proposing and
declaring advisable the amendment to the Certificate of
Incorporation of the Corporation filed on July 2, 1954, as amended
by that certain Certificate of Amendment filed on May 18,
1955, as further amended by
that certain Certificate of Amendment filed on October 8, 1957, as
further amended by that certain Certificate of Amendment filed on
November 1, 1968, as further amended by that certain Certificate of
Amendment filed on October 19, 1970, as further amended by that
certain Certificate of Amendment filed on March 1, 1984, as further
amended by that certain Certificate of Amendment filed on January
28, 1985, and as further amended by that certain Certificate of
Amendment filed on December 19, 1986 (collectively, the
“Certificate”), and directing that such amendments be
submitted to the stockholders of the Corporation for
consideration:
RESOLVED, that Article FOUR of the Certificate shall be
amended and restated in its entirety as
follows:
“FOUR:
The number of shares which the Corporation is authorized to issue
is Ten Million (10,000,000) shares, and the par value of each of
such shares is five cents ($0.05).”
SECOND: That the foregoing amendment was
duly adopted in accordance with Sections 228 and 242 of the
DGCL.
IN WITNESS
WHEREOF, the Corporation has
caused this Certificate of Amendment to be executed by a duly
authorized officer of the Corporation, on __________,
2020.
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SCIENTIFIC INDUSTRIES, INC.
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By:
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Name: Helena R. Santos
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Title: President, Chief Executive Officer,
Chief Financial Officer and Treasurer
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Exhibit 4.1
AMENDMENT NO. 2
TO
SCIENTIFIC INDUSTRIES, INC.
2012 STOCK OPTION PLAN
(Effective as of [●], 2020)
The Scientific Industries, Inc. 2012 Stock Option
Plan (as may be amended from time to time, the
“Plan”) is hereby amended as
follows:
1. Section 2
of the Plan is hereby amended and restated in its entirety to read
as follows:
“2. Shares Subject to Plan. Options may be granted to
purchase up to One Million One Hundred Ninety Three Thousand
(1,193,000) shares of the common stock, par value $0.05 per share
(the “Common Stock”), of the Company. In addition, to the
extent that options previously granted under the 2002 Stock Option
Plan of the Company (the “Prior Plan”) expire or terminate for any reason
without having been exercised, then options exercisable for that
same number of shares of Common Stock, up to a maximum of
Fifty-Seven Thousand (57,000) shares, may be granted pursuant to
the Plan. For the purpose of this Section 2, the number of shares
purchased upon the exercise of an Option shall be determined
without giving effect to the use by a Participant of the right set
forth in Section 7(C) hereof to deliver shares of Common Stock in
payment of all or a portion of the option price or the use by a
Participant of the right set forth in Section 11(C) hereof to cause
the Company to withhold from the shares of the Common Stock
otherwise deliverable to him or her upon the exercise of an Option,
shares of Common Stock in payment of all or a portion of his or her
withholding obligation arising from such exercise. If any Options
expire or terminate for any reason without having been exercised in
full, new Options may thereafter be granted to purchase the
unpurchased shares subject to such expired or terminated Options.
Subject to the provisions of Section 10, the maximum number of
shares of Common Stock which may be issued in accordance with the
provisions of this Section 2 shall be One Million Two Hundred Fifty
Thousand (1,250,000) shares.”
2. All
capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Plan. Except as expressly
amended hereby, the terms and conditions of the Plan shall remain
in full force and effect. This amendment shall be governed by the
laws of the State of New York without giving effect to the
conflicts of law principles thereof. This amendment shall be
effective as of the date first set forth above.