Scientific Industries Inc 8-K/A, filed Dec 5, 2025

Scientific Industries Inc (SCND)

8-K/A 2025-12-05 For: 2025-08-07

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Added on April 06, 2026

About this 8-K/A

Scientific Industries Inc filed this 8-K/A on December 5, 2025, reporting on events of August 7, 2025.

Items reported

Item 1.01: Entered into a material agreement
Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class Trading		Symbol		Name of each exchange on which registered
Common stock $0.5 par value		SCND		OTC

Exhibit No.		Description
99.1		UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Date: December 5, 2025	By:	/s/ Helena R. Santos
		Chief Executive Officer and Treasurer

·	Receipt of upfront consideration of $7,614,200;

·	Sale of the assets of the Genie Product Line; and

·	Derecognition of assets, liabilities, revenues, cost of good sold and operating expenses associated with the Genie product line.

	30-Jun-25			Transaction Accounting Adjustments			Notes			Pro Forma As Adjusted
	(Historical)
ASSETS
Current assets:
Cash and cash equivalents	$	891,400			7,614,200			(1	)		8,505,600
Investment securities		390,900									390,900
Trade accounts receivable, less allowance for doubtful accounts of $33,600 at June 30,
2024 and December 31, 2023		966,000			(546,600	)		(2	)		419,400
Inventories		4,393,300			(2,673,200	)		(2	)		1,720,100
Income tax receivable		73,600									73,600
Prepaid expenses and other current assets		495,200			(85,800	)		(2	)		409,400
Total current assets		7,210,400			4,308,600						11,519,000

Property and equipment, net		906,600			(110,100	)		(1	)		796,500
Goodwill		115,300									115,300
Other intangible assets, net		530,800			(5,500	)		(1	)		525,300
Inventories		547,800									547,800
Operating lease right-of-use assets		856,800									856,800
Other assets		58,700									58,700
Total assets	$	10,226,400			4,193,000						14,419,400

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	651,400			(311,200	)		(2	)		340,200
Accrued expenses		687,900			(238,100	)		(2	)		449,800
Contract liabilities		57,200									57,200
Lease liabilities, current portion		299,400									299,400
Total current liabilities		1,695,900			(549,300	)					1,146,600

Lease liabilities, less current portion		606,300									606,300
Total liabilities		2,302,200			(549,300	)					1,752,900

Shareholders’ equity:
Common stock, $0.05 par value; 30,000,000 shares authorized; 11,553,599,shares issued;
10,553,500, shares outstanding at June 30, 2025 and December 31, 2023		577,700									577,700
Additional paid-in capital		44,412,700									44,412,700
Accumulated other comprehensive gain (loss)		166,500									166,500
Accumulated deficit		(37,232,700	)		4,742,300			(3	)		(32,490,400	)

Total shareholders’ equity		7,924,200			4,742,300						12,666,500

Total liabilities and shareholders’ equity	$	10,226,400			4,193,000						14,419,400

(1)	Recognition of Cash received from and Assets Sold as part of the Sale of Genie Product Line
(2)	Derecognition of the assets and settlement of the liabilities associated with the Genie Product Line
	- where the Assets and Liabilities could be directly attributed to Genie they were classified as such
	- where the Assets and Liabilities could not be directly attributed to Genie they were allocated using % of Genie Sales to Total Segment Sales
(3)	Recognition of gain on the transaction of $5,263,400. This represents the recognition of cash received for the sale of $7,614,200 million and derecognition of the assets and non-cash settlement of the liabilities associated with the Genie Product line.
(4)	Eliminate revenues, cost of goods sold and operating expenses associated with the Genie Product Line

	Jun-25			Transaction Accounting Adjustments			Notes			Pro Forma As Adjusted
	(Historical)
Revenues	$	4,736,400			(2,727,800	)		(4	)		2,008,600

Cost of revenues		2,699,900			(1,450,800	)		(4	)		1,249,100

Gross profit		2,036,500			(1,277,000	)					759,500

Operating expenses:
General and administrative		2,228,200			(475,500	)		(4	)		1,752,700
Selling		1,836,600			(225,800	)		(4	)		1,610,800
Research and development		1,329,200			(68,100	)		(4	)		1,261,100

Total operating expenses		5,394,000			(769,400	)					4,624,600

Loss from operations		(3,357,500	)		(507,600	)					(3,865,100	)

Other income (expense):
Other income (expense), net		20,400									20,400
Gain on disposition of Genie Product Line		-			5,263,400			(1	)		5,263,400
Interest income		34,900									34,900
Total other income, net		55,300			5,263,400						5,318,700

Loss from continuing operations before income tax benefit		(3,302,200	)		4,755,800						1,453,600

Income tax benefit, current		-			(13,500	)		(4	)		(13,500	)
Income tax benefit, deferred		-
Total Income tax benefit		-			(13,500	)					(13,500	)

Net Gain (loss)	$	(3,302,200	)		4,742,300						1,440,100

Comprehensive gain (loss):
Foreign currency translation (loss) gain		279,600			-						279,600
Comprehensive (loss) gain		279,600			-						279,600

Total comprehensive loss	$	(3,022,600	)		-						1,719,700

Basic and Diluted loss per common share

Consolidated operations	$	(0.30	)		-						0.13

	Dec-24 (Historical)			Transaction Accounting Adjustments			Notes			Pro Forma As Adjusted
Revenues	$	10,712,600			(5,915,500	)		(4	)		4,797,100

Cost of revenues		5,979,000			(3,188,500	)		(4	)		2,790,500

Gross profit		4,733,600			(2,727,000	)					2,006,600

Operating expenses:
General and administrative		4,822,700			(1,002,400	)		(4	)		3,820,300
Selling		3,643,000			(406,600	)		(4	)		3,236,400
Research and development		2,906,100			(143,100	)		(4	)		2,763,000

Total operating expenses		11,371,800			(1,552,100	)					9,819,700

Loss from operations		(6,638,200	)		(1,174,900	)					(7,813,100	)

Other income:
Other income, net		12,400			-						12,400
Gain on Disposition of Genie Product Line		-			5,263,400			(1	)		5,263,400
Interest income		180,400			-						180,400
Total other income, net		192,800			5,263,400						5,456,200

Loss from continuing operations before income tax benefit		(6,445,400	)		4,088,500						(2,356,900	)

Income tax benefit, current		-			(13,500	)		(4	)		(13,500	)
Income tax benefit, deferred		-
Total Income tax benefit		-			(13,500	)					(13,500	)
		-
Net loss	$	(6,445,400	)		4,075,000						(2,370,400	)

Comprehensive gain (loss):

Foreign currency translation (loss) gain		(131,700	)		-						(131,700	)
Comprehensive (loss) gain		(131,700	)		-						(131,700	)

Total comprehensive loss	$	(6,577,100	)								(2,502,100	)

Basic and Diluted loss per common share

Consolidated operations	$	(0.61	)								(0.23	)