Equibles

10-Q

SCIENTIFIC INDUSTRIES INC (SCND)

10-Q 2025-11-19 For: 2025-09-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to________ Commission file number 0-6658

SCIENTIFIC INDUSTRIES, INC.
(Exact Name of Registrant as specified in Its Charter)
Delaware 04-2217279
--- ---
(State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br><br>Identification No.)
80 Orville Drive, Suite 102, Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)

(631) 567-4700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $.05 par value SCND OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated Filer ☒ Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐     No ☒

The number of shares outstanding of the registrant’s common stock, par value $.05 per share (“Common Stock”) as of November 19, 2025 is 11,928,599 shares.

SCIENTIFIC INDUSTRIES, INC.

Table of Contents

PART I - Financial Information
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations and Comprehensive Loss 4
Condensed Consolidated Statements of Changes in Shareholders’ Equity 5
Condensed Consolidated Statements of Cash Flows 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20
Item 4. CONTROLS AND PROCEDURES 20
PART II - Other Information
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Mine Safety Disclosures 21
Item 5. Other Information 21
Item 6. Exhibits 22
SIGNATURE 23
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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of<br><br>December 31,<br><br>2024
ASSETS
Current assets:
Cash and cash equivalents 1,162,600 $ 587,900
Investment securities 7,131,100 1,985,000
Trade accounts receivable, less allowance for doubtful accounts of 15,600 at September 30, 2025 and December 31, 2024 677,600 589,000
Inventories 2,044,000 2,059,200
Income tax receivable 73,600 73,600
Prepaid expenses and other current assets 691,800 261,600
Current Assets of Discontinued Operations 108,000 2,731,400
Total current assets 11,888,700 8,287,700
Property and equipment, net 765,600 769,500
Goodwill 115,300 115,300
Other intangible assets, net 449,300 746,000
Inventories 505,700 509,500
Operating lease right-of-use assets 773,600 947,900
Other assets 59,200 63,100
Noncurrent Assets of Discontinued Operations - 121,800
Total assets 14,557,400 $ 11,560,800
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable 515,100 $ 286,100
Accrued expenses 577,600 567,000
Contract liabilities 105,200 63,500
Lease liabilities, current portion 277,800 307,300
Liabilities of discontinued operations 77,800 523,100
Total current liabilities 1,553,500 1,747,000
Lease liabilities, less current portion 542,200 694,400
Total liabilities 2,095,700 2,441,400
Shareholders’ equity:
Common stock, 0.05 par value; 30,000,000 shares authorized; 11,928,599, shares issued and outstanding at September 30, 2025 and 10,503,599 shares issued and outstanding at December 31, 2024 596,400 525,200
Additional paid-in capital 44,966,900 42,637,800
Accumulated other comprehensive gain (loss) 136,700 (113,100 )
Accumulated deficit (33,238,300 ) (33,930,500 )
Total shareholders’ equity 12,461,700 9,119,400
Total liabilities and shareholders’ equity 14,557,400 $ 11,560,800

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Revenues $ 1,404,000 $ 1,334,400 $ 3,427,100 $ 3,514,600
Cost of revenues 765,400 654,500 2,064,100 1,963,100
Gross profit 638,600 679,900 1,363,000 1,551,500
Operating expenses:
General and administrative 803,600 780,800 2,571,400 2,878,200
Selling 735,900 820,900 2,355,400 2,413,100
Research and development 621,400 644,000 1,870,900 1,946,000
Total operating expenses 2,160,900 2,245,700 6,797,700 7,237,300
Loss from continuing operations (1,522,300 ) (1,565,800 ) (5,434,700 ) (5,685,800 )
Other income:
Other income, net 240,500 38,400 261,000 32,100
Gain on disposition of Genie Product Line (See Note 11) 5,263,400 - 5,263,400 -
Interest income 23,000 40,100 57,900 136,900
Total other income, net 5,526,900 78,500 5,582,300 169,000
Income (loss) from continuing operations before income tax expense 4,004,600 (1,487,300 ) 147,600 (5,516,800 )
Income tax expense (15,300 ) - (15,300 ) -
Income (loss) from continuing operations $ 3,989,300 (1,487,300 ) $ 132,300 $ (5,516,800 )
Income from discontinued operations (see Note 11), net of tax $ 5,100 307,200 $ 559,900 1,001,400
Net Income (loss) $ 3,994,400 (1,180,100 ) $ 692,200 $ (4,515,400 )
Comprehensive income:
Foreign currency translation gain (loss) (29,800 ) 113,600 249,800 69,100
Comprehensive income (loss) (29,800 ) $ 113,600 249,800 69,100
Total comprehensive income (loss) $ 3,964,600 (1,066,500 ) $ 942,000 $ (4,446,300 )
Income (loss) per share – basic and diluted
Income (loss) from continuing operations $ 0.34 $ (0.14 ) $ 0.01 $ (0.53 )
Income from discontinued operations $ - $ 0.03 $ 0.05 $ 0.10
Total $ 0.34 $ (0.11 ) $ 0.06 $ (0.43 )

See notes to unaudited condensed consolidated financial statements.

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SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

Additional Accumulated<br><br>Other
Common Stock Paid-in Comprehensive Accumulated Treasury Stock
Shares Amount Capital Income (Loss) Deficit Shares Amount Total
Balance December 31, 2024 10,503,599 $ 525,200 $ 42,637,800 $ (113,100 ) $ (33,930,500 ) - $ - $ 9,119,400
Net loss - - - - (1,778,500 ) - - (1,778,500 )
Foreign currency translation adjustment - - - 124,400 - - - 124,400
Stock-based compensation - - 302,600 - - - - 302,600
Balance March 31, 2025 10,503,599 $ 525,200 $ 42,940,400 $ 11,300 $ (35,709,000 ) - - $ 7,767,900
Net loss - - - - (1,523,700 ) - - (1,523,700 )
Issuance of Common Stock and Warrants, net of issuance costs (Note 7) 1,050,000 52,500 1,399,700 - - - - 1,452,200
Foreign currency translation adjustment - - - 155,200 - - - 155,200
Stock-based compensation - - 72,600 - - - - 72,600
Balance June 30, 2025 11,553,599 $ 577,700 $ 44,412,700 $ 166,500 $ (37,232,700 ) - - $ 7,924,200
Net income - - - - 3,994,400 - - 3,994,400
Issuance of Common Stock and Warrants, net of issuance costs (Note 7) 375,000 18,700 481,300 - - - - 500,000
Foreign currency translation adjustment - - - (29,800 ) - - - (29,800 )
Stock-based compensation - - 72,900 - - - - 72,900
Balance September 30, 2025 11,928,599 $ 596,400 $ 44,966,900 $ 136,700 $ (33,238,300 ) - - $ 12,461,700
Common Stock Additional<br><br>Paid-in Accumulated<br><br>Other<br><br>Comprehensive Accumulated Treasury Stock
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount Capital Income (Loss) Deficit Shares Amount Total
Balance December 31, 2023 10,145,211 $ 507,300 $ 40,844,600 $ 18,600 $ (27,485,100 ) - $ - $ 13,885,400
Net loss - - - - (2,051,600 ) - - (2,051,600 )
Issuance of Common Stock and Warrants, net of issuance costs (Note 7) 358,388 17,900 204,000 - - - 221,900
Fair value modification of warrants recorded as stock issuance costs - - 423,800 - - - 423,800
Foreign currency translation adjustment - - - (60,300 ) - - - (60,300 )
Stock-based compensation - - 199,900 - - - - 199,900
Balance March 31, 2024 10,503,599 $ 525,200 $ 41,672,300 $ (41,700 ) $ (29,536,700 ) - - $ 12,619,100
Net loss - - - - (1,283,600 ) - - (1,283,600 )
Issuance of Common Stock and Warrants, net of issuance costs (Note 7) - - - - - - -
Fair value modification of warrants recorded as stock issuance costs - - - - - - -
Foreign currency translation adjustment - - - 15,800 - - - 15,800
Stock-based compensation - - 330,300 - - - - 330,300
Balance June 30, 2024 10,503,599 $ 525,200 $ 42,002,600 $ (25,900 ) $ (30,820,300 ) - - $ 11,681,600
Net loss - - - - (1,180,100 ) - - (1,180,100 )
Issuance of Common Stock and Warrants, net of issuance costs (Note 7) - - - - - - -
Fair value modification of warrants recorded as stock issuance costs - - - - - - -
Foreign currency translation adjustment - - - 113,600 - - - 113,600
Stock-based compensation - - 319,500 - - - - 319,500
Balance September 30, 2024 10,503,599 $ 525,200 $ 42,322,100 $ 87,700 $ (32,000,400 ) - - $ 10,934,600

See notes to unaudited condensed consolidated financial statements

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SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended September 30,
2025 2024
Operating activities:
Net income (loss) $ 692,200 $ (4,515,400 )
Less income from discontinued operations, net of tax 559,900 1,001,400
Net income (loss) from continuing operations 132,300 (5,516,800 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on sale of Genie Product Line (5,263,400 ) -
Depreciation and amortization 458,200 565,400
Stock-based compensation 448,100 849,700
Provision for bad debt - 2,000
Loss (gain) on sale of investment securities (16,400 ) 5,300
Unrealized holding gain on investment securities (11,500 ) (44,800 )
Noncash lease expense 186,000 249,000
Changes in operating assets and liabilities:
Trade accounts receivable 554,900 (223,000 )
Inventories (22,000 ) 330,400
Prepaid and other current assets (328,100 ) 39,400
Income tax receivable - 87,800
Other assets 4,300 -
Accounts payable (79,200 ) (107,000 )
Contract liabilities - 20,700
Accrued expenses (260,500 ) (193,400 )
Lease liabilities (193,400 ) (250,700 )
Net cash (used in) continuing operations (4,390,700 ) (4,186,000 )
Investing activities:
Purchase of investment securities (7,223,200 ) (519,100 )
Redemption of investment securities 2,096,900 3,025,000
Proceeds from gain on sale of Genie Product Line 7,614,200 -
Capital expenditures (43,600 ) (76,000 )
Net cash provided by investing activities 2,444,300 2,429,900
Financing activities:
Proceeds from issuance of common stock 2,050,100 716,800
Issuance costs of common stock and warrants (97,800 ) (71,100 )
Net cash provided by financing activities 1,952,300 645,700
Discontinued Operations:
Net cash provided by operating activities of discontinued operations 529,700 881,400
Net provided by discontinued operations 529,700 881,400
Net change in cash 535,600 (229,000 )
Effect of changes in foreign currency exchange rates on cash and cash equivalents 39,100 (3,600 )
Cash from continuing operations, beginning of period 587,900 796,100
Cash from discontinued operations beginning of period - -
Less cash from discontinued operations end of period - -
Cash and cash equivalents, end of period $ 1,162,600 $ 563,500

See notes to unaudited condensed consolidated financial statements

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SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of the Business and Basis of Presentation

Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has a location in Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and administrative facilities in Pearl River, New York and Pittsburgh, Pennsylvania related to sales and marketing. The products, which are sold to customers worldwide, include pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools and through August 7, 2025 mixers, shakers, stirrers and refrigerated incubators (please refer to Note 11 for further discussion).

The accompanying (a) unaudited condensed balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements are prepared pursuant to the Securities and Exchange Commission’s rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States for complete financial statements are not included herein. The Company believes all adjustments necessary for a fair presentation of these interim statements have been included and that they are of a normal and recurring nature. These interim statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The results for the three and nine months ended September 30, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

2. Significant Accounting Policies

Principles **** of **** Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Scientific Industries, Inc., Scientific Bioprocessing Holdings, Inc. (“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 and Scientific Packaging Industries, Inc., an inactive wholly-owned subsidiary (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 unaudited condensed 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 unaudited condensed consolidated balance sheets for all periods presented. (Note 11).

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Liquidity and Going Concern Considerations

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.  Since the fiscal year ended June 30, 2020 the Company has recorded recuring losses from operations and continued cash outflow 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.  For the nine months ended September 30, 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.  Please refer to Note 11 for further details.  The Company reflected an accumulated deficit of $33,238,300 as of September 30, 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 for at least one year from the date of issuance of the consolidated financial statements for the nine months ended September 30, 2025.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.  Accordingly, Unaudited Condensed Consolidated Financial Statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and the commitments in the ordinary course of business. 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 unaudited condensed consolidated financial statements.  However, there is no assurance that management's current operating plan will be successful.

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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. For public companies, the amendments in this update are effective for annual periods beginning after December 12, 2024, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025-01 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-04. The ASU requires, among other things, more detailed disclosures about the type of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative expenses and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The guidance, clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our disclosures.

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the current period presentation

3. Fair Value of Financial Instruments

The Company follows ASC 820, Fair Value Measurement, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements do not include transaction costs.

The accounting guidance also expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are described below:

Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable.

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculated the fair value of its Level 1 and 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

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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 September 30, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Fair Value Measurement as of September 30, 2025
Level 1 Level 2 Level 3 Total
Investment securities - mutual funds $ 7,131,100 $ - $ - $ 7,131,100
Total $ 7,131,100 $ - $ - $ 7,131,100
Fair Value Measurement as of December 31, 2024
--- --- --- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Total
Investment securities - mutual funds $ 1,985,000 $ - $ - $ 1,985,000
Total $ 1,985,000 $ - $ - $ 1,985,000

Investments in marketable securities by security type as of September 30, 2025, and December 31, 2024, consisted of the following:

As of September 30, 2025: Cost Fair Value Unrealized<br><br>Holding Gain
Mutual funds $ 7,119,600 $ 7,131,100 $ 11,500
Total $ 7,119,600 $ 7,131,100 $ 11,500
As of December 31, 2024: Cost Fair Value Unrealized<br><br>Holding Gain
--- --- --- --- --- --- ---
Mutual funds $ 1,729,000 $ 1,985,000 $ 256,000
Total $ 1,729,000 $ 1,985,000 $ 256,000
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4. Inventories

As of<br><br>September 30,<br><br>2025 As of<br><br>December 31,<br><br>2024
Raw materials $ 1,033,900 $ 1,202,900
Work-in-process 74,700 -
Finished goods 1,441,100 1,365,800
Total Inventories $ 2,549,700 $ 2,568,700
Inventories - Current Asset $ 2,044,000 $ 2,059,200
Inventories - Noncurrent Asset $ 505,700 $ 509,500

5. 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. Goodwill amounted to $115,300 as of September 30, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Finite lived intangible assets are as follows:

As of September 30, 2025 Useful Lives Cost Accumulated<br><br>Amortization Net
Technology, trademarks 3--10 yrs. $ 1,216,800 $ 1,131,800 $ 85,000
Trade names 3--6 yrs. 592,300 473,900 118,400
Websites 3--7 yrs. 210,000 210,000 -
Customer relationships 4--10 yrs. 372,200 241,900 130,300
Sublicense agreements 10 yrs. 294,000 294,000 -
Non-compete agreements 4--5 yrs. 1,060,500 1,060,500 -
Patents 5--7 yrs. 408,800 293,200 115,600
$ 4,154,600 $ 3,705,300 $ 449,300
As of December 31, 2024 Useful Lives Cost Accumulated<br><br>Amortization Net
--- --- --- --- --- --- --- ---
Technology, trademarks 3--10 yrs. $ 1,216,800 $ 1,020,100 $ 196,700
Trade names 3--6 yrs. 592,300 417,300 175,000
Websites 3--7 yrs. 210,000 210,000 -
Customer relationships 4--10 yrs. 372,200 221,200 151,000
Sublicense agreements 10 yrs. 294,000 294,000 -
Non-compete agreements 4--5 yrs. 1,060,500 993,200 67,300
Patents 5--7 yrs. 408,800 252,800 156,000
$ 4,154,600 $ 3,408,600 $ 746,000
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Total amortization expense was $75,200 and $127,000 for the three months ended September 30, 2025, and September 30, 2024, respectively.

.

Total amortization expense was $296,700 and $385,600 for the nine months ended September 30, 2025, and September 30, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of September 30, 2025, is as follows:

As of September 30, 2025 Amount
Remainder of year ending 2025 $ 70,600
2026 195,900
2027 97,900
2028 43,700
2029 28,300
2030 12,900
Total $ 449,300

6. Commitment 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. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of September 30, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

Leases

The Company’s approximate future minimum rental payments under all operating leases as of September 30, 2025, were as follows:

As of September 30, 2025: Amount
Remainder of fiscal year ending 2025 $ 93,300
2026 289,900
2027 296,700
2028 201,000
Total future minimum payments $ 880,900
Less: Imputed interest (60,900 )
Total Present Value of Operating Lease Liabilities $ 820,000
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7. Stockholders’ Equity

Issuance of Common Stock and Warrants

On August 18, 2025, certain investors exercised warrants that were granted under the April 18, 2025 private placement described in the next paragraph for an aggregate of $500,000, resulting in the issuance of (i) 375,000 shares of the Company’s common stock, par value $0.05 per share (“Common Stock”) and (ii) pre-funded warrants  to purchase 125,000 shares of Common Stock.

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April Purchase Agreement”) with certain investors (each an “April Investor” and collectively, the “April Investors”) pursuant to which the Company sold in a private placement, and the Investors purchased, an aggregate of 1,550,000 Units, comprising (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 cost, which was attributable to legal and placement agent fees.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the Securities Purchase Agreement (the “2024 Purchase Agreement”) entered on December 13, 2023, as filed in the Company’s Form 8-K on December 15, 2023. At this closing, the Company sold an aggregate of 358,388 Units (“2024 Units”), comprising 358,388 shares of the Company’s Common Stock and warrants (“2024 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 2024 Warrants issued to the purchasers of 2024 Units (“2024 Investors”).

As an incentive to certain 2024 Investors of the Company who participated in previous private placements and received as part of those financings, warrants (“Outstanding Warrants”) to purchase shares of Common Stock, the Company agreed that if any such 2024 Investor were to purchase 2024 Units at a certain level in the 2024 Offering, the Company would reduce the exercise price of the Outstanding Warrants held by such 2024 Investor to $2.50 per share and extend the period in which such Outstanding Warrants could be exercised to the fifth anniversary of the date on which such 2024 Investor purchased Units under the 2024 Purchase Agreement. Each such 2024 Investor purchasing Units at the requisite level received a new warrant (the “Replacement Warrants”) to replace such 2024 Investor’s Outstanding Warrants. On January 17, 2024, as a result of their purchase of 2024 Units, 2024 Investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants with 333,884 Replacement Warrants having a reduced exercise price of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2024 Purchase Agreement.

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 instead options to purchase shares of Common Stock of the Company (the “waiver program 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 replacement stock 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 a $613,400 stock compensation expense over the three-year vesting period, which compensation expense was determined by reference to 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.

Board of Director Stock Options

On April 12, 2024, the Board of Directors of the Company (the “Board”) appointed Michael Blechman (“Mr. Blechman”) as (i) a Class B Director of the Company, (ii) a member of the Board’s audit committee, (iii) a member of the Board’s compensation committee, and (iv) the Chair and a member of the Company’s Nominating Committee. On May 17, 2024, in connection with such appointment, the Company granted and issued to Mr. Blechman stock options to purchase 25,000 shares of the Common Stock of the Company with an exercise price of $1.75 which vest monthly over three years, and were valued at $34,500 on the grant date using the Black-Scholes-Merton option pricing model.

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On July 1, 2024, the Company granted and issued stock options to purchase 10,000 shares of the Common Stock of the Company, to each of Christopher Cox, John Nicols, and Jurgen Schumacher, as part of their annual compensation for serving as independent directors of the Board. The stock options have a 10-year life, an exercise price of $1.29, were 100% vested one year after the grant date, and were 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 of the Company, to each of Michael Blechman, Christopher Cox, and John Nicols, as part of their annual compensation serving as independent Committee Chairmen of the Company’s Board Committees. The stock options have a 10-year life, an exercise price of $1.29, will be 100% vested one year after the grant date, and were valued at $5,200 on the grant date using the Black-Scholes-Merton option pricing model.

8. 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. Common shares are excluded from the calculation if they are determined to be anti-dilutive. The following table sets forth the weighted average number of common shares outstanding for each period presented.

For the three months ended For the nine months ended
September 30, September 30,
2025 2024 2025 2024
Weighted average number of common shares outstanding 11,712,567 10,503,599 11,150,939 10,443,029
Effect of dilutive securities: - - - -
Weighted average number of dilutive common shares outstanding 11,712,567 10,503,599 11,150,939 10,443,029
Basic and diluted loss per common share:
Continuing operations $ 0.34 $ (0.14 ) $ 0.01 $ (0.53 )
Discontinued operations - 0.03 0.05 0.10
Consolidated operations $ 0.34 $ (0.11 ) $ 0.06 $ (0.43 )

Approximately 2,236,919 and 9,161,660 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2025 because the exercise price of the options and warrants outstanding for both periods were below the current fair market value of the Company's common stock.

Approximately 1,835,447 and 8,232,510 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2024

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9. Related Parties

Consulting Agreements

During the three months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $24,000 and $24,000, respectively, to Mr. John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

During the nine months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $72,000 and $71,300, respectively, to Mr. John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

10. Segment Information and Concentration

The Company views its operations as two operating 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 (“Bioprocessing Systems”). The Company also has included a non-operating Corporate segment. All inter-segment revenues are eliminated.

Three Months Ended September 30, 2025 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
Revenues $ 1,068,300 $ 335,700 $ - $ 1,404,000
Foreign Sales - 183,600 - 183,600
(Loss) From Operations (111,500 ) (1,121,400 ) (289,400 ) (1,522,300 )
Assets 3,678,600 3,747,300 7,131,500 14,557,400
Long-Lived Asset (Gain) Expenditures (56,400 ) 7,800 - (48,600 )
Depreciation and Amortization 19,200 119,700 - 138,900
Three Months Ended September 30, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
--- --- --- --- --- --- --- --- --- --- --- ---
Revenues $ 881,900 $ 452,500 $ - $ 1,334,400
Foreign Sales - 241,900 - 241,900
(Loss) From Operations 1,128,500 (1,200,000 ) (317,300 ) (1,565,800 )
Assets 6,114,600 4,697,900 2,464,300 13,306,800
Long-Lived Asset Expenditures 2,900 900 - 3,800
Depreciation and Amortization 12,900 166,200 - 188,100

Segment information is reported as follows.

For the three months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

Nine Months Ended September 30, 2025 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
Revenues $ 2,734,300 $ 692,800 $ - $ 3,427,100
Foreign Sales - 383,400 - 383,400
(Loss) From Operations (300,700 ) (4,074,700 ) (1,059,300 ) (5,434,700 )
Assets 3,678,600 3,747,300 7,131,500 14,557,400
Long-Lived Asset (Gain) Expenditures (88,500 ) 6,600 - (81,900 )
Depreciation and Amortization 55,300 404,600 - 459,900
Nine Months Ended September 30, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
Revenues $ 2,380,600 $ 1,134,000 $ - $ 3,514,600
Foreign Sales - 648,100 - 648,100
(Loss) From Operations (455,500 ) (4,094,700 ) (1,135,600 ) (5,685,800 )
Assets 6,144,600 4,697,900 2,464,300 13,306,800
Long-Lived Asset Expenditures 72,800 3,200 - 76,000
Depreciation and Amortization 64,700 500,700 - 565,400

Segment information is reported as follows.

For the nine months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

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A reconciliation of the Company’s consolidated segment (loss) from operations to consolidated income (loss) from operations before income taxes and net loss for the three and nine months ended September 30, 2025 and 2024, respectively are as follows:

Three Months Ended September 30, 2025 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
(Loss) from Continuing Operations $ (111,500 ) $ (1,121,400 ) $ (289,400 ) $ (1,522,300 )
Other (expense) income, net - 241,100 (600 ) 240,500
Gain on sale of Genie Product line 5,263,400 - - 5,263,400
Interest income - - 23,000 23,000
Total other income, net 5,263,400 241,100 22,400 5,526,900
Income (Loss) from operations before income tax expense $ 5,151,900 $ (880,300 ) $ (267,000 ) $ 4,004,600
Three Months Ended September 30, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Loss) from Operations $ (48,500 ) $ (1,200,000 ) $ (317,300 ) $ (1,565,800 )
Other income (expense), net 2,100 11,400 24,900 38,400
Interest income - - 40,100 40,100
Total other income, net 2,100 11,400 65,000 78,500
(Loss) from operations before income tax expense $ (46,400 ) $ (1,188,600 ) $ (252,300 ) $ (1,487,300 )
Nine Months Ended September 30, 2025 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Loss) from Operations $ (300,800 ) $ (4,074,700 ) $ (1,059,200 ) $ (5,434,700 )
Other (expense) income, net 264,000 (3,000 ) 261,000
Gain on sale of Genie Product line 5,263,400 - - 5,263,300
Interest income - - 57,900 57,900
Total other income, net 5,263,400 264,000 54,900 5,582,300
Income (Loss) from operations before income tax expense $ 4,962,600 $ (3,810,700 ) $ (1,004,300 ) $ 147,600
Nine Months Ended September 30, 2024 Benchtop Laboratory Equipment Bioprocessing Systems Corporate and Other Consolidated
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Loss) from Operations $ (455,500 ) $ (4,094,700 ) $ (1,135,600 ) $ (5,685,800 )
Other income (expense), net (5,100 ) 22,500 14,700 32,100
Interest income - - 136,900 136,900
Total other income, net (5,100 ) 22,500 151,600 169,000
(Loss) from operations before income tax expense $ (460,600 ) $ (4,072,200 ) $ (984,000 ) $ (5,516,800 )
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11. 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 September 30, 2025. The purchase price consisted of $9,600,000 minus 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 at least six months, renewable for 3 month periods up to a total of twelve months, plus transition services which include training and transfer of knowhow by Seller to the Buyer. The amounts earned by the Company under the earn-out provision of the agreements are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses.

For the September 30, 2025, the Current Assets for Discontinued Operations of $108,000 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $77,800 reflect a payable to the buyer. As of December 31, 2024, historical assets and liabilities were restated 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
Inventory $ 2,259,800
Fixed Assets 88,700
Intangible Assets (Patents) 5,300
2,353,800
Total consideration received, net of transaction costs
Cash 9,600,000
Less: transaction costs and closing adjustments (1,025,800 )
Less: Escrow balance to be recognized upon successful transition (960,000 )
7,614,200
Gain on disposition $ 5,263,400

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

For the three months ended For the nine months ended
September 30, September 30,
2025 2024 2025 2024
Net Revenue $ 426,800 1,434,700 $ 3,139,900 $ 4,385,300
Cost of Goods Sold 163,300 751,400 1,564,500 2,240,500
Gross Profit 263,500 683,300 1,575,400 2,144,800
Operating Expenses:
General and  Administrative 191,600 238,200 652,100 724,600
Selling 42,400 98,700 259,300 304,900
Research and Development 24,400 39,200 104,100 113,900
Total Expenses $ 258,400 $ 376,100 $ 1,015,500 $ 1,143,400
Income from discontinued operations $ 5,100 $ 307,200 $ 559,900 $ 1,001,400
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. Certain statements contained in this report are not based on historical facts, but are forward-looking statements that are based upon various assumptions about future conditions. Actual events in the future could differ materially from those described in the forward-looking statements. Numerous unknown factors and future events could cause such differences, including but not limited to, product demand, market acceptance, success of marketing strategy, success of expansion efforts, impact of competition, adverse economic conditions, and other factors affecting the Company’s business that are beyond the Company’s control, which are discussed elsewhere in this report. Consequently, no forward-looking statement can be guaranteed. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Throughout this Quarterly Report on Form 10-Q, the terms the “Company,” “Scientific,” “we,” “our” or “us,” refer to Scientific Industries, Inc. and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise.

Overview.

Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the manufacture of standard benchtop laboratory equipment (“Benchtop Laboratory Equipment”), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation (“SBHI”), the design, manufacture, and marketing of bioprocessing systems and products (“Bioprocessing Systems”). SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation (“SBI”), and aquila biolabs GmbH, a German corporation (“Aquila”). The Company’s products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research. The Company’s results reflect those of the Benchtop Laboratory Equipment Operations consisting of the Genie Division through August 7, 2025 and the Torbal Division, the Bioprocessing Systems Operations, and its corporate operation.  On August 7, 2025, the Company sold its Genie Division which is reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements.  Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations.

Results of Operations.

Three months ended September 30, 2025 and 2024

The Company realized a loss from continuing operations before income tax expense of $1,522,300 for the three months ended September 30, 2025 compared to a $1,565,800 loss from operations before income tax expense for the three months ended September 30, 2024, primarily due to reduced operating expenses related to the Company’s continuing operations.

Revenue

Net revenues for the three months ended September 30, 2025 increased $69,600 (5.2%) to $1,404,000 from $1,334,400 for the three months ended September 30, 2024, primarily due to the increase in sales of the Torbal division which increased by $186,400 from $881,900 in the prior year period to $1,068,300 in the current year period, which was driven by increased sales of its VIVID automated pill counters.  Bioprocessing Systems Operations revenues reflected a $141,700 decrease due to overall softness in the market, customer delays in finalizing orders and requirements for products not yet available.

Gross profit

The gross profit percentage for the three months ended September 30, 2025, and 2024, was 45.5% and 51.0%, respectively. This is primarily due to primarily due to the lack of Genie Division sales resulting from the sale on August 7, 2025, and to a lower extent the Company experienced some increases in material costs due to tariffs, principally for Torbal OEM products, and lower gross margins for Bioprocessing products due to fixed costs on lower sales.

General and administrative

General and administrative expenses for the three months ended September 30, 2025, and 2024, were $803,600 and $780,800, respectively. The increase of $22,800 (2.9%) is due primarily to increased administrative costs by the Bioprocessing Systems Operations.

Selling

Selling expenses for the three months ended September 30, 2025 and 2024, were $735,900 and $820,900, respectively. The decrease of $85,000 (10.4%) is due primarily to decreased sales and marketing personnel in the Bioprocessing Systems Operations.

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Research and development

Research and development expenses for the three months ended September 30, 2025, and 2024, were $621,400 and $644,000, respectively. The decrease of $22,600 (3.5%) is due primarily to lower research and development expenditures in the Bioprocessing Systems Operations related to DOTS new products.

Other income, net

Total other income (expense), net, for the three months ended September 30, 2025 and 2024, was $5,526,900 and $78,500, respectively. The increase is due primarily to the gain on disposition of the Genie product line of the Benchtop Laboratory Equipment Operations which occurred in August 2025 as discussed in Note 11 of Item 1. Financial Statements, and to a lesser extent due to a refund for the Bioprocessing Systems Operations related to 2024 payroll taxes and social security contributions.

Income tax

Income tax expense for the three months ended September 30, 2025, and 2024, was $15,300 and $0, respectively, due to the current period income generated from the sale of the Genie product line. The Company maintains a full valuation allowance of $10,559,600 against its consolidated net deferred tax asset as the Company determined the net deferred tax assets, which includes net operating loss carry-forwards and other tax credits, are not more likely than not to be realized in the future.

Nine months ended September 30, 2025 and 2024

Results of Operations.

The Company realized a loss from continuing operations of $5,434,700 for the nine months ended September 30, 2025, as compared to a $5,685,800 loss from continuing operations for the nine months ended September 30, 2024. The decrease of $251,100 is due primarily to lower SG&A costs offset by lower revenues.

Revenue

Net revenues for the nine months ended September 30, 2025 decreased $87,500 (2.5%) to $3,427,100 from $3,514,600 for the nine months ended September 30, 2024, primarily due to a $441,200 decrease in the Bioprocessing Systems Operations revenues resulting mostly from overall softness in the market, inability to close on opportunities which are delayed to future periods for various reasons including customer funding or new product availability offset by increased sales of Torbal brand products, particularly with VIVID pill counters. Total net revenues of the Torbal division amounted to $2,734,300 for the nine months ended September 30, 2025 compared to $2,380,600 in the prior year period.

Gross profit

The gross profit percentage for the nine months ended September 30, 2025, and 2024, was 39.8% and 44.1%, respectively, primarily due to lower sales and related fixed overhead in the Bioprocessing Systems Operations.

General and administrative

General and administrative expenses for the nine months ended September 30, 2025, and 2024, were $2,571,400 and $2,878,200, respectively. The decrease of $306,800 (10.7%) is due primarily to decreased employee-related costs in the Bioprocessing Systems Operations, and to a lower extent reduced corporate expenses.

Selling

Selling expenses for the nine months ended September 30, 2025 and 2024, were $2,355,400 and $2,413,100, respectively. The decrease of $57,700 (2.4%) is due to reduced employee-related costs incurred by the Bioprocessing Systems Operations.

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Research and development

Research and development expenses for the nine months ended September 30, 2025, and 2024, were $1,870,900 and $1,946,000, respectively. The decrease of $75,100 (3.9%) is due primarily to the reduction of research and development expenditures in the Bioprocessing Systems Operations.

Other income, net

Other income/(loss), net, for the nine months ended September 30, 2025 and 2024, was $5,582,300 and $169,000, respectively.  The increase is due primarily to the gain on disposition of the Genie product line of the Benchtop Laboratory Equipment Operations which occurred in August 2025 as discussed in Note 11 of Item 1. Financial Statements, and to a lesser extent due to a refund for the Bioprocessing Systems Operations related to 2024 payroll taxes and social security contributions.

Income tax

Income tax expense for the nine months ended September 30, 2025, and 2024, was $15,300 and $0, respectively, due to the current period income generated from the sale of the Genie product line. The Company maintains a full valuation allowance of $10,559,600 against its consolidated net deferred tax asset as the Company determined the net deferred tax assets, which includes net operating loss carry-forwards and other tax credits, are not more likely than not to be realized in the future.

The following table discloses our cash flows for the periods presented:

For the nine months ended
September 30,
2025 2024
Net cash used in operating activities $ (4,390,700 ) $ (4,186,000 )
Net cash provided by investing activities 2,444,300 2,429,900
Net cash provided by financing activities 1,952,300 645,700
Net cash provided by operating activity of discontinued operations 529,700 881,400
Effect of changes in foreign currency exchange rates 39,100 (3,600 )
Increase / (decrease) in cash and cash equivalents 574,700 (232,600 )

Net cash used in operating activities was $4,390,700 for the nine months ended September 30, 2025 compared to cash used in operating activities of $4,186,000 for the nine months ended September 30, 2024. The change is primarily due to lack of Genie revenues as a result of the sale leading to lower margin sales of Torbal and Bioprocessing Systems Operations reduced revenues.

Net cash provided by investing activities was $2,444,300 for the nine months ended September 30, 2025 compared to $2,429,900 for the nine months ended September 30, 2024 reflecting the proceeds received during the current period of the Genie division asset sale.

Net cash provided by financing activities was $1,952,300 for the nine months ended September 30, 2025 compared to $645,700 for the nine months ended September 30, 2024. The net change of $1,306,600, is primarily due to the issuance of common stock and exercise of certain warrants in the nine months ended September 30, 2025.

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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. “Note 2-Summary of significant accounting policies” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. Our critical accounting estimates are identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our fiscal 2024 Form 10-K. Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements, and actual results could differ from our assumptions and estimates, and such differences could be material.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Based on the evaluation of our disclosure controls and procedures and internal controls over financial reporting as of September 30, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective. Our management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in accordance with U.S. GAAP.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

Not required for smaller reporting companies.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

Not applicable

ITEM 5. Other Information

None

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ITEM 6. Exhibits

Exhibit Number Description of document
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES

Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCIENTIFIC INDUSTRIES, INC. (Registrant)
Date: November 19, 2025 By: /s/ Helena R. Santos
Helena R. Santos
President, Chief Executive Officer and Treasurer
Date: November 19, 2025 By: /s/Zachary Rovinsky
--- --- ---
Zachary Rovinsky
Chief Financial Officer
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scnd_ex311.htm

EXHIBIT 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT

I, Helena R. Santos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of Scientific Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting (that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions);
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Scientific Industries, Inc.
Date: November  19, 2025 By: /s/ Helena R. Santos

| | | Helena R. Santos |

| | | Chief Executive Officer and Treasurer |

scnd_ex321.htm EXHIBIT 31.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF **** THE SARBANES-OXLEY **** ACT

I, Zachary Rovinsky, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of Scientific Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting (that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions);
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Scientific Industries, Inc.
Date: November 19, 2025 By: /s/ Zachary Rovinsky

| | | Zachary Rovinsky |

| | | Chief Financial Officer |

scnd_ex321.htm EXHIBIT 32.1

CERTIFICATION BYTHE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906

OF **** THE SARBANES-OXLEY **** ACT

I, Helena R. Santos, Chief Executive Officer of Scientific Industries, Inc. (the “Company”), certify, to the best of my knowledge that:

1. I have reviewed this Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2025 (the “Quarterly Report”);
2. the Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
3. the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Scientific Industries, Inc.
Scientific Industries, Inc.
Date: November 19, 2025 By: /s/ Helena R. Santos

| | | Helena R. Santos<br> <br>Chief Executive Officer Treasurer |

scnd_ex322.htm EXHIBIT 32.2

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906

OF **** THE SARBANES-OXLEY **** ACT

I Zachary Rovinsky, Chief Financial Officer of Scientific Industries, Inc. (the “Company”), certify, to the best of my knowledge that:

1. I have reviewed this Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2025 (the “Quarterly Report”);
2. the Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
3. the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Scientific Industries, Inc.
Scientific Industries, Inc.
Date: November 19, 2025 By: /s/ Zachary Rovinsky

| | | Zachary Rovinsky <br>Chief Executive Officer Treasurer |

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