8-K
Scientific Industries Inc (SCND)
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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):
May 20, 2025
| SCIENTIFIC INDUSTRIES, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 000-6658 | 04-2217279 |
| --- | --- | --- |
| (State or other Jurisdiction) | (Commission File Number) | (IRS Employer No.) |
80 Orville Drive
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class Trading | Symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock $0.5 par value | SCND | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 20, 2025, the employment agreement between Scientific Industries, Inc. (the “Company”) and Ms. Helena Santos, the Company’s President, Chief Executive Officer and interim Chief Financial Officer (“CFO”), was amended to extend the employment for an additional one (1) year period commencing July 1, 2025 and ending June 30, 2026 (the “Amendment Period”). All other terms of the existing employment agreement remain the same, other than the base salary which shall be $200,000 during the Amendment Period.
On May 20, 2025, the employment agreement between the Company’s wholly owned subsidiary, Scientific Bioprocessing, Inc. (“SBI”) and Mr. John A. Moore, the Company’s Chairman of the Board, was amended to extend the employment for an additional one (1) year period commencing July 1, 2025 and ending June 30, 2026. All other terms of the existing employment agreement remain the same, other than the base salary which shall be $165,000 during the Amendment Period.
A copy of the employment agreement amendments are attached hereto as exhibits. This summary description does not purport to be complete and is qualified in its entirety by reference to the form of the employment agreement amendments which are incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 20, 2025, the Company announced the appointment of Ms. Helena Santos as its interim CFO until a suitable candidate can be appointed by the Company’s Board of Directors. Nicholas Lavacca, who had served as the Company’s CFO since April 18, 2025, left the Company on May 19, 2025 to pursue other opportunities.
Ms Santos, age 60, who is also 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.
ITEM 9.01 Financial Statements and Exhibits
(a), (b), (c) not applicable
(d) Exhibits None
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: May 21, 2025 | By: | /s/ Helena R. Santos |
| Helena R. Santos, | ||
| President and Chief Executive Officer and Chief Financial Officer | ||
| 3 | ||
| --- |
scnd_ex101.htm EXHIBIT 10.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to the Employment Agreement between Scientific Industries, Inc. (the “Company”) and Helena Santos (“Employee”) is made this 20^th^ day of May, 2025 (“Amendment”). The Company and Employee are hereinafter collectively referred to as the “Parties.”
WHEREAS, the Company and Employee are parties to that certain Employment Agreement, dated July 1, 2017, as amended by that certain Amendment No. 1 to Employment Agreement, dated as of June 23, 2022 (the “Agreement”);
WHEREAS, the Initial Term (as defined in the Agreement) expired on June 30, 2020;
WHEREAS, the Company and Employee extended the Initial Term of the Agreement in accordance with Sections 1 and 18 of the Agreement, such that the Term (as defined in the Agreement) of the Agreement was set to expire on June 30, 2025;
WHEREAS, Section 18 of the Agreement also permits the Parties to amend the Agreement by a writing signed by each of the Parties; and
WHEREAS, pursuant to Section 18 of the Agreement, the Parties wish to amend the Agreement to provide for an additional extension of the Term of the Agreement, as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows.
Recitals. The above recitals are incorporated herein.
Extension of the Term of the Agreement. Pursuant to Section 18 of the Agreement, the Parties agree to extend Employee's employment with the Company for an additional one (1) year period commencing July 1, 2025, and ending June 30, 2026, which may be extended again by mutual agreement.
Remuneration. Pursuant to Section 18 of the Agreement, the Parties agree to amend the base salary remuneration set forth in Section 3(a) of the Agreement from $175,000 per annum to $200,000.
Miscellaneous. In all other respects, the Agreement between the Parties shall remain in full force and effect and there are no other changes or amendments to the Agreement, except as set forth in this Amendment. The Parties may execute this Amendment in several counterparts, each of which is deemed an original, but all of which constitutes one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement on the date set forth above.
Scientific Industries, Inc.
| By: | /s/ John A. Moore | /s/ Helena Santos |
|---|
| | Name: John A. Moore | Helena Santos |
| | Title: Authorized Signatory | |
scnd_ex102.htm EXHIBIT 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement between Scientific Bioprocessing, Inc. (the “Company”) and John Moore (“Employee”) is made this 20^th^ day of May, 2025 (“Amendment”). The Company and Employee are hereinafter collectively referred to as the “Parties.”
WHEREAS, the Company and Employee are parties to an existing Employment Agreement, dated July 1, 2020 (the “Agreement”);
WHEREAS, the Initial Term and Additional Term (as defined in the Agreement) is set to expire on June 30, 2025;
WHEREAS, Section 17 of the Agreement permits the Parties to amend the Agreement by a writing signed by each of the Parties; and
WHEREAS, pursuant to Section 17 of the Agreement, the Parties wish to amend the Agreement to provide for an additional extension of the Term of the Agreement, as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows.
Recitals. The above recitals are incorporated herein.
Extension of the Term of the Agreement. Pursuant to Section 17 of the Agreement, the Parties agree to extend Employee's employment with the Company for an additional one (1) year period commencing on July 1, 2025, and ending June 30, 2026, which may be extended again by mutual agreement.
Remuneration. Pursuant to Section 17 of the Agreement, the Parties agree to amend the base salary remuneration set forth in Section 3(a) of the Agreement from $175,000 per annum to $165,000.
Miscellaneous. In all other respects, the Agreement between the Parties shall remain in full force and effect and there are no other changes or amendments to the Agreement, except as set forth in this Amendment. The Parties may execute this Amendment in several counterparts, each of which is deemed an original, but all of which constitutes one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement on the date set forth above.
Scientific Bioprocessing, Inc.
| By: | /s/ Helena Santos | /s/ John Moore |
|---|
| | Name: Helena Santos | John Moore |
| | Title: CEO | |