Scientific Industries Inc 10-K for FY2025
Scientific Industries Inc (SCND)
About this 10-K
Scientific Industries Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.05M
- up 5.4% from $4.8M a year earlier
- Net loss
- $1.22M
- compared with a net loss of $6.45M a year earlier
- Diluted EPS
- -$0.11
- compared with -$0.61 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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. ☒
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 such files). ☒
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.
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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. ☐ Yes ☐ No
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The aggregate market value of the voting stock held by non-affiliates computed by reference to the average bid and asked prices of such stock, as of June 30, 2025 is $
The number of shares outstanding of the registrant’s common stock, par value $.05 per share (“Common Stock”) as of March 27, 2026 is
DOCUMENTS INCORPORATED BY REFERENCE
None.
SCIENTIFIC INDUSTRIES, INC.
Table of Contents
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FORWARD-LOOKING STATEMENTS
The Company and its representatives may from time to time make written or oral forward-looking statements with respect to the Company’s annual or long-term goals, including statements contained in its filings with the Securities and Exchange Commission and in its reports to shareholders.
The words or phrases “will likely result”, “will be”, “will”, “are expected to”, “will continue to”, “is anticipated”, “estimate”, “project” or similar expressions identify “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
PART I
Item 1. Business.
General. Incorporated in 1954, Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”), is engaged in the design, manufacture, and marketing 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. On August 7, 2025, the Company sold its Genie product line which was part of the Benchtop Laboratory Equipment operations but continues to market and produce scales and pill counters in the Benchtop Laboratory Equipment operating segment.
Operating Segments. The Company views its operations as two segments: the manufacture of standard benchtop laboratory equipment and weighing instruments which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories, and weight and measurement products including pill counters and digital scales sold through distribution and online; and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics, sold primarily on a direct basis through the Company’s internal sales force.
Products.
Benchtop Laboratory Equipment. The Company’s Benchtop Laboratory Equipment products consist of pharmacy and laboratory balances and scales, force gauges, automated pill counters and moisture analyzers sold through the “Torbal®” division with trademark “Torbal” or “VIVID®”.
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 inventory, fixed assets, and intangible assets. The purchase price was $9,600,000 minus certain working capital adjustments plus an earn-out of 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 agreed to produce and supply products to the Buyer for a period of up to total of twelve months, plus transition services which include training and transfer of knowhow by the Company to the Buyer. The amounts earned by the Company under the earn-out provision of the MSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses. As of December 31, 2025 $300,000 has been earned and recorded under the MSA agreement.
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Bioprocessing Systems. SBHI, through its two wholly-owned subsidiaries, SBI and Aquila, is engaged in the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products include the Cell Growth Quantifier (“CGQ”) for biomass monitoring in shake flasks, the Liquid Injection System (“LIS”) for automated feeding in shake flasks, and a line of coaster systems and flow-through cells for pH and DO monitoring and analytical software, and the Multi-Parameter Sensor (“MPS”) and Dissolved Oxygen sensor pills which are marketed and are sold under the Bioprocessing Systems DOTS brand platform.
Product Development. The Company designs and develops substantially all of its products in-house. Company personnel formulate plans and concepts for new products and improvements or modifications of existing products. The Company engages outside consultants to augment its internal engineering capabilities in areas such as industrial and electronics design. The Company is investing significantly in the product development of its Bioprocessing Systems Operations with a view to generating meaningful revenues from its Bioprocessing Systems Operations in the future. To a lesser extent, the Company invested in the development of its VIVID® product line of the Benchtop Laboratory Equipment Operations’ Torbal division, and as a result introduced a major new product in February 2025. The Company expects to continue to invest in the VIVID® product line which the Company deems to have sales growth potential.
Major Customers. Sales to one customer, principally of the VIVID® Pill counter, represented 31% and 23% of the Company’s consolidated net revenues for the years ended December 31, 2025 and 2024, respectively. This top customer also represented 42% and 36% of Benchtop Laboratory Equipment product sales, for the years ended December 31, 2025 and 2024, respectively.
Major Vendors. Purchases from one vendor, represented in the aggregate 15.2% and 15.0% of consolidated net purchases for the years ended December 31, 2025 and 2024, respectively.
Marketing.
Benchtop Laboratory Equipment.
The Company’s “Torbal®” brand weighing products are primarily marketed and sold online, and primarily on a direct basis, and distributors. The Company’s VIVID® brand, automated pill counters are sold through two exclusive distributors in North America. The Company markets its products through online and trade publication advertising, brochures and catalogs, the Company’s websites, and attendance at industry trade shows through its authorized distributors.
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Bioprocessing Systems.The Company’s Bioprocessing Systems products are marketed through a direct sales force consisting of four sales professionals and four application scientists in the US and Germany, plus a network of 11 distributors that are managed by a distribution manager. Sales are supported via marketing through websites, content creation, application notes, mailings, trade shows, online marketing campaigns, and membership in various public/private research partnerships. The Company invests heavily in the sales and marketing of its Bioprocessing Systems Operations in an effort to attract new customers and sales opportunities for products recently launched and market research for future products.
Assembly and Production. The Company has facilities in Bohemia, New York and Pearl River, New York where it conducts the Benchtop Laboratory Equipment operations. The Company also has a shared-office facility in Pittsburgh, Pennsylvania and its primary operating facility in Baesweiller, Germany, where it conducts the Bioprocessing Systems operations. The Company’s production operations principally involve assembly of components supplied by various domestic and international independent suppliers.
Patents, Trademarks and Licenses.
The Company holds a patent relating to Torbal’s VIVID® automated pill counter which expires in March 2039.
The Company’s Bioprocessing Systems operations’ Aquila subsidiary holds three US patents relating to bioprocessing which expire in May 2036, February 2038 and March 2038, respectively. In addition, Aquila holds several European and German patents and Patent Cooperation Treaty (the “PCT”) patents, and has several other patent applications pending in the United States, Europe, and under the PCT.
The Company does not anticipate any material adverse effect on sales of its patented products following the expiration on any of its patents resulting in the loss of patent protection.
The Company has various proprietary trademarks, including aquila biolabs (in Germany), Torbal®, and VIVID®, each of which it considers important to the success of the related product. No representation can be made that any application will be granted or as to the protection that any existing or future trademark registration may provide.
Foreign Sales. The Company’s sales to overseas customers, principally in Asia and Europe, accounted for approximately 17% and 23% of the Company’s net revenue for the years ended December 31, 2025 and 2024, respectively. Payments were primarily in United States dollars and were therefore not subject to risks of currency fluctuation.
Seasonality. The Company does not consider its business to be materially seasonal.
Backlog. The Company does not have a material backlog of orders due to the fact that most products are produced and shipped within one to two weeks.
Competition. Most of the Company’s principal competitors are substantially larger and have greater financial, production and marketing resources than the Company. Competition is generally based upon technical specifications, price, and product recognition and acceptance.
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The Company’s main competitors for its Torbal® brand products are Ohaus Corporation, an American company, A&D Company Ltd., a Japanese company, Adam Equipment Co., Ltd., a British company, Illinois Tool Works, an American company, and Capsa Healthcare, an American company, and Medility Inc., a Korean company, for its VIVID® brand automated pill counters.
Direct competitors for the Company’s Bioprocessing Systems products are ABER Instruments (United Kingdom) and PreSens GmbH (Germany. Indirect (systemic alternatives) competitors include Hamilton Bonaduz AG (Switzerland) and optek-Danulat GmbH (Germany) as well as total solution providers like Sartorius AG (Germany) or Eppendorf SE (Germany).
Research and Development. The Company incurred research and development expenses, the majority of which related to its Bioprocessing Systems operations, of $2,487,700 and $2,897,900 for the years ended December 31, 2025 and 2024, respectively. The Company expects that research and development expenditures in the fiscal year ending December 31, 2026 will continue to be material reflecting continued product development efforts for the Bioprocessing Systems operations.
Government and Environmental Regulation. The Company’s products and claims with respect thereto have not required approval of the Food and Drug Administration or any other governmental authority. The Company’s manufacturing operations, like those of the industry in general, are subject to numerous existing and proposed, if adopted, federal, state, and local regulations to protect the environment and to establish occupational safety and health standards as well as certain other matters. The Company believes that its operations are in compliance with existing laws and regulations and the cost to comply is not significant to the Company.
Employees. As of March 31, 2026, the Company employed 55 persons (21 for the Benchtop Laboratory Equipment operations, and 34 for the Bioprocessing Systems operations, of whom 30 were located in Europe) of whom 54 were full-time, including its executive officers. The Company augments its internal staff with outside consultants as deemed necessary. None of the Company’s employees are represented by any union.
Available Information. The Company’s reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with, or furnished to, the Securities and Exchange Commission (the “SEC” or the “Commission”), including amendments to such reports, are available on the SEC’s website that contains such reports, proxy and information statements, and other information regarding companies that file electronically with the Commission. This information is available at www.sec.gov. In addition, all the Company’s public filings can be accessed through the Company’s website athttps://www.scientificindustries.com/pages/sec-filings .
Item 1A. Risk Factors.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, important risk factors are identified below that could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to such future periods in any current statements. The Company undertakes no obligation to publicly revise any forward-looking announcements to reflect future events or circumstances.
Risks Relating to Our Financial Position and Capital Requirements
We have limited financial resources and we may need to raise additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product discovery and development programs or commercialization efforts.
In order to be successful with our product development and commercialization programs, principally as it pertains to our bioprocessing sector, we believe that we will need to continue to invest substantial capital into such programs in the foreseeable future. We expect our total operating expenses to continue to be material in connection with our ongoing activities, particularly as we continue with our emphasis on the bioprocessing sector. We expect to continue to incur substantial expenses related to the development of new products and technologies, primarily related to bioprocessing products. Our ability to conduct additional research and development activities and commercialization efforts are dependent upon the availability of funding and cash generated from sales of newly-introduced products.
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In such an event, we may be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements, product line divestitures, or other sources. We do not have any committed external source of funds. If additional funding is necessary, adequate additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts and on terms acceptable to us, - we may have to significantly delay, scale back or discontinue the development or commercialization of bioprocessing or any of our other products. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategy.
Our future funding requirements, both short-term and long-term, will depend on many factors, including: the scope, progress, timing, costs and results of our current and future product candidates; our ability to enter into, and the terms and timing of, any collaborations, licensing or other arrangements; the number of future product candidates that we pursue and their development requirements; the costs and timing of establishing product sales, marketing, distribution and commercial-scale manufacturing capabilities; the effect of competing technological and market developments; our headcount growth and associated costs as we expand our research and development; and the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights including enforcing and defending intellectual property related claims.
Raising additional capital may cause dilution to our then-existing shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
To the extent that we raise additional capital through the sale of common shares, convertible securities or other equity securities, the ownership interests of the then-existing equity holders may be diluted, and the terms of these securities could include liquidation or other preferences and anti-dilution protections that could adversely affect the rights of the then-existing common shareholders. In addition, debt financing, if available, may result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming stock or declaring dividends, that could adversely impact our ability to conduct our business. In addition, securing financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to oversee the development of our product candidates.
If we raise additional funds through collaborations or marketing, distribution or licensing arrangements with third parties, or product line divestitures, we may have to relinquish valuable rights to our technologies, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
We have a history of Operating losses and will likely incur future losses during the next few years as we attempt to grow and develop our bioprocessing sector.
We incurred net losses of $1,220,400 and $6,445,400 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $35,150,900. We expect to continue to incur operating losses for the foreseeable future as our expenses related to the growth and expansion of our Bioprocessing Systems operations will exceed revenues expected to be generated. The Company sold its profitable Genie Division of the Benchtop Laboratory Equipment Operations in August 2025, and the remaining Torbal division is not yet profitable. The Company also incurs substantial corporate costs including accounting, auditing, legal, shareholder, regulatory, etc. Because of the uncertainties and risks associated with these activities, we are unable to accurately predict the timing and amount of future revenues, and if or when we might achieve profitability. We may never succeed in these activities and, even if we do, we may never generate revenues that are large enough for us to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
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If we fail to maintain proper and effective internal controls over financial reporting in the future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, investors’ views of us and, as a result, the value of our Common Stock.
Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 and related rules, our management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we may need to further upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff, and specialists. If material weaknesses or deficiencies in our internal controls exist and go undetected, our financial statements could contain material misstatements that, when discovered in the future could cause us to fail to meet our future reporting obligations and cause the price of our Common Stock to decline.
Limited public market for our common stock and active trading market may never develop or be sustained.
As of March 27, 2026, there were 11,928,599 shares of Common Stock of the Company outstanding, of which 35% are held by the three largest shareholders of the Company. The Common Stock of the Company is traded on the Over-the-Counter Bulletin Board and, historically, has been thinly traded. There have been a number of trading days during Fiscal 2025 and 2024 on which no trades of the Company’s Common Stock were reported. Accordingly, the market price for the Common Stock is subject to great volatility. The lack of an active trading market may impair the value of the shares of our common stock and shareholders’ ability to sell their shares. An inactive trading market may also impair the Company’s ability to raise capital by selling shares of common stock and to enter into strategic partnerships or other business strategies.
Risks Relating to Our Business
The commercial success of our bioprocessing products will largely depend upon attaining significant market acceptance.
Our ability to execute our growth strategy and achieve commercial success in our bioprocessing sector will depend upon the adoption by customers of our products and bioprocessing solutions. We cannot predict how quickly, if at all, our products will be accepted or, if accepted, how frequently they will be used. Our bioprocessing products may never gain broad market acceptance. The market for bioprocessing products is relatively new, subject to rapid innovation and remains uncertain. The degree of market acceptance of any of our products will depend on a number of factors, including the prevalence and severity of any complications associated with our products, the competitive pricing of our products; and the quality of our products meeting customer expectations.
Failure to achieve or maintain market acceptance and/or market share would limit our ability to generate revenue and would have a material adverse effect on our business, financial condition and results of operations. Further, if we cannot build and maintain strong working relationships with these professionals and seek their advice and input on our product candidates, the development and marketing of our future products could suffer, which could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to obtain and maintain patent and other intellectual property protection for any of our new bioprocessing products, or if the scope of the patent and other intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize any product we may develop may be adversely affected.
The commercial success of our bioprocessing segment will also depend on our ability to obtain and maintain patent, trademark, trade secret and other intellectual property protection of our new bioprocessing products and other technology, methods used to manufacture them and methods of treatment, as well as successfully defending our patent and other intellectual property rights against third-party challenges. It is difficult and costly to protect and enforce intellectual property rights, and we may not be able to ensure the same for every product. Our ability to stop unauthorized third parties from making, using, selling, offering to sell, importing or otherwise commercializing our new organ candidates is dependent upon the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities.
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We seek to protect our proprietary position by developing a comprehensive intellectual property portfolio including filing patent applications and obtaining granted patents in the United States and abroad related to our bioprocessing products that are important to our business. If we are unable to obtain or maintain patent protection with respect to a product we may develop, or if the scope of the patent protection secured is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours and our ability to commercialize that product candidate may be adversely affected.
The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, we may not pursue or obtain patent protection in all relevant markets. It is also possible that we will fail to identify patentable aspects of our research and development output in time to obtain patent protection. Although we enter into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of our research and development output, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors, and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. In addition, our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our inventions and the prior art allow our inventions to be patentable over the prior art. Furthermore, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to make the inventions claimed in our patents or pending patent applications, or that we were the first to file for patent protection of such inventions.
If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, results of operations and growth prospects.
If we lose the services of key management personnel, we may not be able to execute our business strategy effectively.
Our future success depends in a large part upon the continued service of key members of our senior management team. The loss of services from any of Ms. Helena Santos, the Company’s President and Chief Executive Officer, Secretary and Treasurer, Mr. Zachary Rovinsky, the Company’s Chief Financial Officer, Assistant Secretary and Assistant Treasurer, Mr. Karl Nowosielski, the President of the Torbal Products Division of the Benchtop Laboratory Operations, Mr. Daniel Donadille, the Chief Executive Officer and President of the Bioprocessing Systems Operations, or Mr. John A. Moore, the Company’s Chairman, or any material expansion of the Company’s operations could place a significant additional strain on the Company’s limited management resources and could be materially adverse to the Company’s operating results and financial condition.
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If we lose one or more of our key employees, our ability to implement our business strategy successfully could be seriously harmed. Furthermore, replacing key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain marketing approval of and commercialize products successfully.
We rely on highly skilled personnel and, if unable to retain, fully utilize or hire additional qualified personnel, we may not be able to grow effectively.
Our performance is largely dependent on the talents and efforts of highly skilled individuals. The Company’s future success depends on the continued ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of the organization. Competition in the industry for qualified employees is intense, and it is likely that certain competitors will directly target some of our employees. The continued ability to compete effectively depends on the ability to retain and motivate existing employees.
Management may also need to hire additional qualified personnel with expertise in the bioprocessing sector, including with respect to research and testing, formulation and manufacturing and sales and marketing. We compete for qualified individuals with numerous biopharmaceutical companies and other emerging entrepreneurial companies, as well as universities and research institutions. Competition for such individuals is intense, and we may not be able to successfully recruit or retain such personnel. Attracting and retaining qualified personnel will be critical to our success.
Our Company’s future depends heavily on international operations.
The Company’s Bioprocessing Systems Operations is substantially operated out of Germany with the management and the majority of research, manufacturing, marketing, accounting, and administration functions located in its Baesweiler, Germany facility. As a result, the Company’s Bioprocessing Systems Operations is physically located in a different geographical location which could pose inherent risks in systems of internal controls, and is subject to various laws and regulations that differ from those of the parent company in the U.S.
We may not successfully manage any experienced growth.
Our success will depend upon the expansion of our operations and the effective management of any such growth will place a significant strain on management and on administrative, operational and financial resources. To manage any such growth, management must expand the facilities, augment operational, financial and management systems, and hire and train additional qualified personnel. If management is unable to manage our growth effectively, our business would be harmed.
Our growth strategy is based on certain assumptions as to the bioprocessing market.
We have made certain assumptions on the market size and market acceptance of our bioprocessing products based on market studies and general knowledge of the bioprocessing market. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our assumptions and estimates of the bioprocessing market for our product candidates may prove to be incorrect. If the price at which we can sell future products is less than the price we are projecting, or the addressable market for our product candidates is smaller than we have estimated, it could have an adverse impact on our business.
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Dependence on major customers.
Sales to the top Benchtop Laboratory Equipment operations customer accounted for approximately 42% and 36% of the segment’s total sales for the years ended December 31, 2025 and 2024, respectively and 31% and 23% of consolidated net revenues for the years ended December 31, 2025 and 2024, respectively.
No representation can be made that the Company will be successful in retaining this customer, or not suffer a material reduction in sales, either of which could have an adverse effect on future operating results of the Company.
The Company is a small participant in each of the industries in which it operates.
The Torbal line of products is a small market participant in its industry with significant competition from well-known brands. The principal competitors are substantially larger with much greater financial and marketing resources.
The Company’s Bioprocessing Systems operations is a participant in the laboratory-scale sector of the larger bioprocessing products industry, which is dominated by several companies that are significantly larger, and the Company’s bioprocessing operations are still in the start-up phase of operations.
The Company’s ability to grow and compete effectively depends in part on its ability to develop and effectively market new products.
The Company’s Benchtop Laboratory Equipment Operations introduced its first VIVID® pill counter in 2020 and has continuously invested in development and marketing of this automated pill counter line, with one significant product introduced during fiscal 2025 and additional launches planned for the near future.
The success of the Company’s Bioprocessing Systems operations will depend heavily on its ability to successfully develop, produce, and market new products. Commencing in the last quarter of fiscal year ended June 30, 2019, the Company began to commit substantial resources to its Bioprocessing Systems operations in the form of employees, materials, supplies, marketing, and facilities to accelerate its product development efforts and marketing activities. Bioprocessing products are of a complex nature in an industry that the Company had not traditionally operated in and have taken much longer to develop than previously anticipated. In addition, bioprocessing products will be subject to beta testing and adoption by end users, which could result in design and/or production changes which could further extend development time. On April 29, 2021, the Company acquired Aquila in an effort to accelerate development of its bioprocessing products. The Company continues to incur substantial product development and sales and marketing costs related to its Bioprocessing Systems operations.
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No assurance can be given that the Company will be successful with its new product development or that its sales and marketing programs will be sufficient to develop additional commercially feasible products which will be accepted by the marketplace, or that any distributor will include or retain any new Company products in its catalogs and websites.
Exchange rates — The Company is exposed to foreign exchange rate risk.
Substantially all of the Company’s sales are in US dollars. As a result of the acquisition of Aquila in April 2021, the Company is subject to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Transactional foreign exchange exposures result from exchange rate fluctuations, including in respect of the U.S. dollar and the Euro. Translational foreign exchange exposures result from exchange rate fluctuations in the conversion of the entity’s functional currency to U.S. dollars, consistent with the Company’s reporting currency, and may affect the reported value of the Company’s assets and liabilities and its income and expenses. In particular, the Company’s translational exposure may be impacted by movements in the exchange rate between the Euro against the U.S. dollar.
The Company may be subject to general economic, political and social factors.
Orders for the Company’s products depend in part, on the customer’s ability to secure funds to finance purchases, especially government funding for research activities. Availability of funds can be affected by budgetary constraints. Factors including a general economic recession, a European crisis, slowdown in Asian economies, or a major terrorist attack may have a negative impact on the availability of funding including government or academic grants to potential customers.
Tariffs imposed by the U.S. also has a negative impact on the total cost of our products and our gross margins, as the Company may not be able to fully pass on the added costs.
Higher material and transportation costs and tariffs over the last few years has resulted in significantly higher costs for some of the Company’s components. Such increased costs could have a negative effect on the Company’s future gross margins, if the Company is unable to pass such cost increases to its customers.
The Company is heavily dependent on outside suppliers for the components of its products.
The Company purchases most of its components from outside suppliers and relies on a few single-source suppliers for some components, mostly due to cost considerations. Most of the Company’s suppliers, including its U.S. vendors, produce the components directly or indirectly in overseas factories, and orders are subject to long lead times and potential other risks related to production in a foreign country, such as current and potential future tariffs, and electronic parts shortages. To minimize the risk of supply shortages, the Company keeps more than normal quantities on hand of the critical components that cannot easily be procured or, where feasible and cost effective, purchases are made from more than one supplier. However, alternate suppliers are not always feasible for various reasons including complexity and cost of toolings. A shortage of components or vendor inability to deliver due to shipping and cargo issues could halt production and have a material negative effect on the Company’s operations.
The Company’s ability to compete depends in part on its ability to secure and maintain proprietary rights to its products.
The Company has no patent protection for its Benchtop Laboratory Equipment products, other than the VIVID® pill counter. There are several competitive products available in the marketplace possessing similar technical specifications and design.
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As discussed above in detail, the Company’s Bioprocessing Operations through its Aquila division holds several patents in Europe and the United States related to its products and underlying technology and has several patent applications pending in Europe and the United States of America, and sublicenses from third parties on a regular basis additional technology needed for its product development.
There can be no assurance that any patent issued or licensed to the Company provides or will provide the Company with competitive advantages or will not be challenged by third parties. Furthermore, there can be no assurance that others will not independently develop similar products or design around the Company’s patents. Any of the foregoing activities could have a material adverse effect on the Company. Moreover, enforcement by the Company of its patent or license rights may require substantial litigation costs.
Item 1B. Unresolved Staff Comment.
Not required for smaller reporting companies.
Item 1C. Cybersecurity.
Risk Management and Strategy
In accordance with the Securities Exchange Commission ("SEC") rules, the Company is required to assess, identify, and manage material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things, operational disruption, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy or security laws and other litigation and legal risks, and reputational risks.
We have developed, implemented, and maintain certain cybersecurity processes and controls intended to safeguard our information systems and protect the confidentiality, integrity, and availability of our data, based on material risks identified.
We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management and as part of our decision-making processes. We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including but not limited to regular network and endpoint monitoring, vulnerability assessments, various system backups of all information, and through policy and procedure inform and train employees on the Company’s underlying practices, and annual assessment and testing of such controls. Our information security function is responsible for identifying, assessing and managing cybersecurity threats and risks and works to monitor and evaluate our threat environment and risk profile.
As of and for the year ended December 31, 2025, we did not identify any cybersecurity threats or incidents that have
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Governance
Our Board of Directors addresses cybersecurity risk management as part of its general oversight function and delegates cybersecurity risk management oversight to our Audit Committee. Our management team is
Item 2. Properties.
The Company leases certain properties consisting principally of a facility in Bohemia, New York (headquarters) which was amended in September 2021 to increase the space by approximately 25% and extend the lease term through October 2028. The Company leased a 1,200 square foot facility in Orangeburg, New York where it conducted its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, which expired at the end of October 2024 and was not renewed and continued as a monthly lease through the end of December 31, 2024. On January 1, 2025, the Company entered into a lease for a 220 square foot facility in Pearl River, New York where it conducts its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, expiring in December 2027. The Company’s Bioprocessing Systems operations are conducted in co-sharing office space in Pittsburgh, Pennsylvania, which expired in March 2025 and is currently on a month-to-month basis, and a 5,252 square foot facility in Baesweiller, Germany, the lease which was renewed in December 2025 to extend the lease term to December 31, 2027, comprised of manufacturing, engineering, and administrative space
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for the Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities.
Common Stock
The Company’s Common Stock is traded on the Over-The-Counter (“OTC”) Market, under the trading symbol “SCND”. The following table sets forth the low and high bid quotations at the end of each quarter for the years ended December 31, 2025 and 2024, respectively, as reported by the National Association of Securities Dealers, Inc. Electronic Bulletin Board. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:
For Fiscal Quarter Ended |
| Low Bid($) |
|
| High Bid($) |
| ||
03/31/24 |
|
| 1.40 |
|
|
| 2.35 |
|
06/30/24 |
|
| 0.77 |
|
|
| 1.90 |
|
09/30/24 |
|
| 1.07 |
|
|
| 2.02 |
|
12/31/24 |
|
| 0.62 |
|
|
| 1.25 |
|
03/31/25 |
|
| 0.92 |
|
|
| 1.12 |
|
06/30/25 |
|
| 0.53 |
|
|
| 0.92 |
|
09/30/25 |
|
| 0.35 |
|
|
| 0.87 |
|
12/31/25 |
|
| 0.42 |
|
|
| 0.77 |
|
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As of March 27, 2026, there were 262 record holders of the Company’s Common Stock.
Recent sales of unregistered securities; use of proceeds from registered securities
None
On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April 2025 Purchase Agreement”) with certain investors (each an “April Investor”) pursuant to which the Company sold in a private placement, and the April Investors purchased, an aggregate of 1,550,000 units, which comprised of (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 costs, which was attributable to legal and placement agent fees.
Purchases of equity securities by the issuer and affiliated purchasers
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements.
The following discussion and analysis should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). 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 information. 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.
Overview.
Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the design, manufacture, and marketing 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.
Results of Operations.
The Company’s results reflect the results of the Benchtop Laboratory Equipment operations and the Bioprocessing Systems operations. As of August 7, 2025 the Genie Division of the Benchtop Laboratory Equipment Operations became discontinued due to the sale of the GENIE product line to Troemner LLC, however the Company continued to produce and market its Torbal® weighing and measurement products.
The Company realized a loss from continuing operations of $1,780,300 for the year ended December 31, 2025 compared to loss from operations of $8,023,600 for the year ended December 31, 2024. The decrease in the loss from continuing operations for the year ended December 31, 2025 compared to year ended December 31, 2024 is primarily due to the sale of the Genie® product line which resulted in a gain of $5,263,400, and reduced expenses.
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Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Net revenues for the year ended December 31, 2025 increased $256,700 (5.4%) to $5,053,800 from $4,797,100 for year ended December 31, 2024, reflecting an increase of approximately $645,100 in net revenues from the Benchtop Laboratory Equipment Operations. Such increase resulted primarily from increased sales of the Torbal® division products, offset by decrease in sales from the Bioprocessing Systems products which sales are derived principally from the new DOTS MPS product introduced during the year ended December 31, 2025.
The gross profit percentage for the year ended December 31, 2025 decreased to 25.8% from 41.8% for the year ended December 31, 2024, due primarily to inventory write-offs within the Bioprocessing segment of slow moving and obsolete items. Without the effect of write-offs, the gross profit percentage would have been 42.6%.
General and administrative expenses for the year ended December 31, 2025 decreased by $850,600 (20.6%) to $3,268,800 compared to $4,119,400 for the year ended December 31, 2024 due to decreased expenses of the Bioprocessing Systems Operations and corporate expenses in conjunction with cost savings initiatives.
Selling expenses for the year ended December 31, 2025 decreased by $60,800 (1.9%) to $3,114,900 from $3,205,700 for the year ended December 31, 2024, primarily due to the decreased expenses of the Bioprocessing Systems Operations in conjunction with cost savings initiatives.
Research and development expenses for the year ended December 31, 2025 decreased by $410,200 (14.2%) to $2,487,700 from $2,897,900 for the year ended December 31, 2024, due to cost reductions by the Bioprocessing Systems Operations in conjunction with cost savings initiatives.
Total other income, net for the years ended December 31, 2025 and 2024 was $6,114,200 and $192,800, respectively. The increase was due primarily to the sale of Genie product line which resulted in a gain on sale of $5,263,400, and payroll tax related reimbursements in the Bioprocessing Systems Operations segment.
The Company reflected income tax expense for continuing operations of $4,600 and $0 for the years ended December 31, 2025 and 2024, respectively. The Company maintains a full valuation allowance of $12,928,000 against the 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 more likely not to be realized in the future. In the event in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
As a result of the foregoing, the Company recorded a loss from continuing operations of $1,780,300 for the years ended December 31, 2025 compared to a loss from continuing operations of $8,023,600 for the year ended December 31, 2024.
The Company reflected income from discontinued operations related to the sale of the Genie division of the Benchtop Laboratory Equipment Operations of $559,900 and $1,578,200 for the years ended December 31, 2025 and 2024, respectively.
As a result of the above, the Company recorded a net loss of $1,220,400 for the year ended December 31, 2025 compared to a net loss of $6,445,400 for the year ended December 31, 2024.
Liquidity and Capital Resources.
Cash and cash equivalents increased by $367,100 to $955,000 as of December 31, 2025 from $587,900 as of December 31, 2024.
Net cash used in operating activities was $8,149,600 for the year ended December 31, 2025 and $3,046,100 for the year ended December 31, 2024. This reflected the sale of the Genie division.
Net cash provided by investing activities was $3,831,000 for the year ended December 31, 2025 compared to $2,866,000 for the year ended December 31, 2024, with the increase reflecting the proceeds from the sale of the Genie division of the Benchtop Laboratory Equipment Operations.
Net cash provided by financing activities was $1,952,200 for the year ended December 31, 2025 compared to $645,700 for the year ended December 31, 2024. The increase is primarily due to the issuance of common stock and exercise of certain warrants in the current year.
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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 year ended December 31, 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. The Company reflected an accumulated deficit of $35,150,900 as of December 31, 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 to fund operations of the Company for at least one year from the date of issuance of the consolidated financial statements for the year ended December 31, 2025.
In order to continue as a going concern, the Company will need to decrease expenses or materially increase revenues, and/or secure additional external capital resources. 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 consolidated financial statements. However, there is no assurance that management's current operating plan will be successful.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 2 – Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our board of directors.
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Fair Value Estimates
Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net
Goodwill – Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles- Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.
As of December 31, 2025, the Company had two reporting units, the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations. Goodwill is tested for impairment by reporting unit on an annual basis as of December 31, the last day of its fiscal year, and in the interim if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered in the Company’s goodwill impairment testing include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimated cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital. The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.
During the year ended December 31, 2025, the Company performed the annual goodwill impairment analysis. The Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operations reporting unit. These qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting unit. In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount. As of December 31, 2025 and 2024 there was $115,300 of goodwill pertaining to the Benchtop Laboratory Operations and $0 of goodwill on the Bioprocessing System reporting unit.
Intangible assets – Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names. All intangible assets are amortized on a straight-line basis over the estimated useful lives of the respective assets, generally 3 to 10 years. The Company continually evaluates the remaining estimated useful lives of intangible assets that are being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization. The Company reviews the recoverability of our finite-lived intangible assets and long-lived assets, when events or conditions occur that indicate a possible impairment exists. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. The assessment for recoverability is based primarily on our ability to recover the carrying value of its long-lived and finite-lived intangible assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the assets the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if an asset’s fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows. There was an impairment of $291,000 of intangible assets within the Bioprocessing segment for the year ended December 31, 2025 while the year ended December 31, 2024 had $0 impairments.
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Income tax
The Company and its subsidiaries file a consolidated U.S. federal income tax return, and a tax return in Germany for Aquila. Income taxes are accounted for under the asset and liability method. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.
In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As of and for the years ended December 31, 2025 and 2024, the Company maintained a full valuation allowance of $12,928,000 and $9,839,400, respectively, against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. If in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
ASC No. 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC No. 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2025 and 2024, respectively, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.
The Company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company is subject to U.S. federal income tax, as well as various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the fiscal years ended June 30, 2022 and after. The Company is currently open to audit under the statute of limitations by German tax authorities for the years ended December 31, 2020 and after. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
Inventories
Current and noncurrent inventories recorded other than those of Aquila, are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value and have been reduced by an allowance for excess and obsolete inventories. The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand compared to estimated future usage and sales.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
The consolidated Financial Statements required by this item are attached hereto on pages F1-F33.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934), the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.
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Management’s Annual Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal controls over the Company’s financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Chief Executive Officer and the Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Inherent Limitations on Effectiveness of Controls. The Company’s management, including its Chief Executive Officer and its Chief Financial Officer, believes that its disclosure on controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that its disclosure on controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
Item 10—Directors, Executive Officers and Corporate Governance
The Company's Certificate of Incorporation provides for a classified Board of Directors, consisting of three classes, each class serving a three-year term on a staggered basis. Two are Class A Directors, two are Class B Directors, and two are Class C Directors.
The Company has the following six directors:
Michael Blechman (age 67), a director since April 2024, through his affiliate Intracoastal Strategies Group LLC, has been a consultant and advisor for various businesses since February 2023. From January 2017 to January 2023 Mr. Blechman was CEO of ACC, Inc., a systems integration and technology product company, and he was President from 1996 to 2016, and held various other management roles from 1988 to 1995 at ACC, Inc.
Christopher Cox (age 61), a director since February 2021, has been a Senior Vice President of Population Health Investment Co., Inc. since September 2020 and a Co-Founder and Managing Partner of Population Health Partners LLC since May 2020. Mr. Cox has been on the Board of Directors of Nyrada, Inc. since January 2019. Mr. Cox has been a corporate attorney for over 25 years, most recently at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012 and where he served a co-chair of the global corporate group and a member of the firm’s management committee until February 2016. From February 2016 to March 2019, Mr. Cox was Executive Vice President and Chief Corporation Development Officer of Medicines Company. Prior to January 2012, Mr. Cox was a partner at Cahill Gordon & Reindel.
John Nicols (age 61), a director since March 2024 and Chairman of the Board of SBI, has been a consultant and advisor to SBI since September 2023. Mr. Nicols, who is director certified by the National Association of Corporate Directors, is currently Owner / CEO of Organicols, LLC, an advisory services firm supporting a wide range of mission-driven companies globally. In addition to his roles for Scientific Industries, Mr. Nicols serves as chair on the board of directors of both Antheia and Solve ME/CFS Initiative, as well as a member on the boards of several other private for-profit enterprises. From 2012 to 2022, Mr. Nicols was President and CEO of Codexis, Inc., a Nasdaq listed synthetic biology company. Prior to that, he grew a career to become a leading executive at NYSE listed specialty chemical maker, Albemarle Corp, from 1990 to 2012.
John A. Moore (age 60), a Director since January 2019 and Chairman of the Board since January 2020, and was also the Chairman of Scientific Bioprocessing Industries (“SBI”) from March until March 2024 and prior was President of SBI from January 2020 through April 2022, and had been providing consulting services to SBI since March 2019. Mr. Moore serves as Chairman of Nyrada, Inc., a drug development company since July 2019 and prior to that served as a director with Noxopharm Limited, a drug development company, and is also the Chairman of Trialogics, a clinical trial software provider. Since March 2022 he serves as the Chairman of Cormetech, a leading air emissions provider for power plants. Mr. Moore was President, Chief Executive Officer and director of Acorn Energy, Inc. from 2006 to 2016.
Helena R. Santos (age 61), 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. She served as Vice President, Controller from 1997 and has served as Secretary from May 2001.
Jurgen Schumacher (age 72), a Director since May 2021, is currently and over the past five years has been a private investor in various startups and growth phase technology companies.
Board Committees
The Board of Directors (the “Board”) currently has three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All committee members are appointed by the Board on an annual basis. Each committee operates under a written charter establishing its roles and responsibilities The composition and responsibilities of each committee are described below.
| 22 |
| Table of Contents |
Audit Committee
The Audit Committee is responsible for assisting the Board in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, and our internal financial and accounting controls. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the audit committee. The Audit Committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement. The Audit Committee discusses with the Company’s internal auditors the overall scope and plans for their respective audits and meets with the internal auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s disclosure and internal controls and the overall quality of the Company’s financial reporting. The Audit Committee periodically reviews and approves all “related party transactions,” as defined in SEC regulations.
The members of the Audit Committee are Messrs. Michael Blechman, Christopher Cox and John Nicols. Each member of the Audit Committee qualifies as an independent director under the independence requirements of Rule 10A-3 of the Exchange Act.
Compensation Committee
The Compensation Committee approves the compensation objectives for the Company, approves the compensation of the Chief Executive Officer of the Company and approves or recommends to the Board for approval the compensation for other executives. The Compensation Committee reviews all compensation components, including equity-based compensation plans, base salary, bonus, benefits and other perquisites. The Compensation Committee shall be tasked with issuing a “Compensation Committee Report” to be included in the Company’s annual report, as may be necessary.
The members of the Compensation Committee are Messrs. Blechman, Christopher Cox and John Nicols. Each member of the Compensation Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, each is an outside director as defined by Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the structure and composition of the Board and the board committees in addition to development and maintaining the Company’s corporate governance policies and any related matters required by federal securities laws. In addition, the Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board corporate governance guidelines applicable to the Company and advising the Board on corporate governance matters. The Nominating and Governance Committee identifies and recommends to the Board candidates for election as directors and recommends any changes it believes desirable in the size and composition of the Board as well as Board committee structure and membership.
The members of the Nominating and Corporate Governance Committee are Messrs. Michael Blechman, Christopher Cox and John Nicols. Each member of the Nominating and Corporate Governance Committee is an independent director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act.
Executive Officers & Significant Employees
See above for the employment history of Ms. Santos and Mr. Moore.
Zachary Rovinsky (age 59), is the Chief Financial Officer of the Company and has been employed by the Company since June 2025. He was the Director of Finance of Textiles at MillerKnoll (a publicly-traded company) from August 2022 to June 2025. From 2020 to August 2025, he was the Director of Finance for Alcott HR, a privately held company.
| 23 |
| Table of Contents |
Karl D. Nowosielski (age 47), is the President of the Torbal Products Division of the Benchtop Laboratory Equipment operations and Director of Marketing for the Company. He was Vice President of Fulcrum, Inc. (the seller of the Torbal Products Division assets to the Company) from 2004 until February 2014.
Daniel Donadille (age 38), is the Chief Executive Officer of the Company’s Bioprocessing operations. Prior to the Company’s acquisition of aquila biolabs GmbH (“Aquila”), he served as Aquila’s Chief Executive Officer since he co-founded Aquila in 2014.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that, for the year ended December 31, 2025, its officers, directors and 10% shareholders timely complied with all filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.
Code of Ethics
The Company has adopted a code of ethics that applies to the Executive Officers and Directors. A copy of the code of ethics can be found on the Company’s website.
Insider Trading Policy
The Company has adopted an insider trading policy that applies to the Executive Officers, Directors and other Company insiders. A copy of the insider trading policy was filed as Exhibit 19.1 to the Form 10-K for the year ended December 31, 2024 filed on March 31, 2025.
Executive Compensation
Compensation Discussion and Analysis
The Compensation Committee reviews and recommends to the Board of Directors compensation be paid to each executive officer. Executive compensation, in all instances except for the compensation for the Chief Executive Officer (“CEO”), is based on recommendations from the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regard to the success of the achievement of such objectives and the successful execution of management targets and goals.
With respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectives as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% of which is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year.
The compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel.
Compensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management.
| 24 |
| Table of Contents |
Item 11—Executive Compensation
The following table summarizes all compensation paid by the Company to its Chief Executive Officer, Chief Financial Officer and the two other most highly compensated executive officers for the years ended December 31, 2025 and 2024.
SUMMARY COMPENSATION TABLE
Name and Principal |
|
|
|
|
|
| Stock |
|
| Option |
|
| Plan |
|
| Compensation |
|
| All Other |
|
|
| ||||||||||||
Position |
| Year |
| Salary($) |
|
| Bonus($) |
|
| Award ($) |
|
| Awards($) |
|
| Compensation ($) |
|
| Earnings($) |
|
| Compensation ($) (5) |
|
| Total($) |
| ||||||||
(a) |
| (b) |
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| (g) |
|
| (h) |
|
| (i) |
|
| (j) |
| ||||||||
Helena R. Santos, CEO, President (1) |
| 12/31/2025 |
|
| 191,740 |
|
|
| 50,000 |
|
|
| 0 |
|
|
| 56,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 9,457 |
|
|
| 307,197 |
|
Helena R. Santos, CEO, President |
| 12/31/2024 |
|
| 192,430 |
|
|
| 0 |
|
|
| 0 |
|
|
| 109,649 |
|
|
| 0 |
|
|
| 0 |
|
|
| 7,697 |
|
|
| 309,746 |
|
John A. Moore, Chairman (2) |
| 12/31/2025 |
|
| 150,987 |
|
|
| 50,000 |
|
|
| 0 |
|
|
| 52,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 5,972 |
|
|
| 252,987 |
|
John A. Moore, Chairman |
| 12/31/2024 |
|
| 149,306 |
|
|
| 0 |
|
|
| 0 |
|
|
| 115,782 |
|
|
| 0 |
|
|
| 0 |
|
|
| 5,972 |
|
|
| 271,060 |
|
Zachary Rovinsky, CFO (3) |
| 12/31/2025 |
|
| 105,769 |
|
|
| 0 |
|
|
| 0 |
|
|
| 16,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 2,000 |
|
|
| 123,769 |
|
Reginald Averilla, CFO |
| 12/31/2024 |
|
| 195,000 |
|
|
| 19,500 |
|
|
| 0 |
|
|
| 19,438 |
|
|
| 0 |
|
|
| 0 |
|
|
| 7,800 |
|
|
| 241,738 |
|
Daniel Donadille,CEO of Bioprocessing Operations (4) |
| 12/31/2025 |
|
| 168,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 40,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 208,000 |
|
Daniel Donadille,CEO of Bioprocessing Operations |
| 12/31/2024 |
|
| 168,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 168,000 |
|
__________________
(1) | The amount of Option Awards for represents the value for stock options granted utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. |
|
|
(2) | The amount of Option Awards for represents the value for stock options granted utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. |
|
|
(3) | The amount of Option Awards for represents the value for stock options granted utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. |
|
|
(4) | The amount of Option Awards for represents the value for stock options granted utilizing the Black-Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations. |
|
|
(5) | The amounts represent the Company’s matching contribution under the Company’s 401(k). |
| 25 |
| Table of Contents |
Employment Agreements
Helena Santos
The Company has an employment agreement with Helena Santos, its President and CEO, which expires on June 30, 2026. The agreement provided for an annual base salary of $200,000 for the year ended June 30, 2026, with subsequent annual increases of 3% or the applicable annual percentage increase in the U.S. Consumer Price Index (“CPI”), whichever is higher, plus a discretionary bonus. A $50,000 cash bonus was awarded to Ms. Santos during the year ended December 31, 2025 and none in 2024. The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the President terminates the employment for “good reason”, the President will have the right to receive a lump sum payment equal to three times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination.
John A. Moore
The Company has an employment agreement with its chairman of the board through June 30, 2026. The agreement provides for an annual base salary of $165,000 for the year ended June 30, 2026, with subsequent annual increases of 3% plus discretionary bonuses. A bonus of $50,000 was awarded to Mr. Moore during the calendar year ended December 31, 2025 and none in 2024. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the employee resigns for “good reason”(as such term is defined in the agreement) , the Company shall pay severance payments equal to six months’ salary. The Company will continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.
Daniel Donadille
The Company has an employment agreements with the Chief Executive Officer of Aquila for an indefinite term, which can be terminated by either party upon a twelve- month written notice, in accordance with German law. The agreement provides for an annual base salary of 213,000 euros, which was reduced by 25% starting April 1, 2024 under the Company’s salary reduction program.
OUTSTANDING EQUITY (OPTIONS) AWARDS For the Year Ended December 31, 2025 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Name |
| Number Of Securities Underlying Unexercised Options (#) Exercisable |
|
| Number Of Securities Underlying Unexercised Options(#) Unexercisable |
|
| Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| |||||
(a) |
| (b) |
|
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
| |||||
Helena Santos |
|
| 191,746 |
|
|
| 165,718 |
|
|
| - |
|
| 1.00-3.08 |
|
| 07/2027-05/2035 |
| ||
John A. Moore |
|
| 198,749 |
|
|
| 160,718 |
|
|
| - |
|
| 1.00-11.30 |
|
| 03/2029-05/2035 |
| ||
Zachary Rovinsky |
|
| - |
|
|
| 20,000 |
|
|
| - |
|
|
| 0.80 |
|
|
| 08/2035 |
|
Daniel Donadille |
|
| 108,108 |
|
|
| 81,387 |
|
|
| - |
|
| 1.00-2.50 |
|
| 05/2035 |
| ||
Karl Nowosielski |
|
| 24,056 |
|
|
| 24,444 |
|
|
| - |
|
| 1.00-2.50 |
|
| 05/2035 |
| ||
| 26 |
| Table of Contents |
DIRECTORS’ COMPENSATION For the Year Ended December 31, 2025 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Name |
| Fees Earned or Paid in Cash($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Non-qualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total($) |
| |||||||
(a) |
| (b) |
|
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| (h) |
|
| (i) |
| |||||||
Michael Blechman (1) |
|
| 12,000 |
|
|
| 0 |
|
|
| 9,750 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
| 21,750 |
| |
Christopher Cox (2) |
|
| 6,000 |
|
|
| 0 |
|
|
| 9,750 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
| 15,750 |
| |
John Nicols (3) |
|
| 12,000 |
|
|
| 0 |
|
|
| 9,750 |
|
|
| 0 |
|
|
| 0 |
|
|
| 96,000 |
|
|
| 117,750 |
|
Jurgen Schumacher (4) |
|
| 0 |
|
|
| 0 |
|
|
| 6,500 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
| 6,500 |
|
| (1) | On July 1, 2025, 15,000 stock options were granted to Mr. Blechman. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. |
|
|
|
| (2) | On July 1, 2025, 15,000 stock options were granted to Mr. Cox. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. |
|
|
|
| (3) | On July 1, 2025, 15,000 stock options were granted to Mr. Nicols. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. Please refer to Item 13 below for discussion of “All Other Compensation” amounts. |
|
|
|
| (4) | On July 1, 2025, 10,000 stock options were granted to Dr. Schumacher. Stock option expense was determined utilizing the Black-Scholes-Merton option pricing model. |
The Company paid each Director who is not an employee of the Company or a subsidiary a meeting fee of $3,000 for each meeting attended. In addition, the Company reimburses each Director for out-of-pocket expenses incurred in connection with attendance at board meetings, if any
| 27 |
| Table of Contents |
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters
The following table sets forth, as of December 31, 2025, the number of shares of Common Stock beneficially owned by (i) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each named executive officer of the Company, and (iv) all directors and executive officers as a group. Shares not outstanding but deemed beneficially owned by virtue of the right of any individual to acquire shares within 60 days are treated as outstanding only when determining the amount of and percentage of outstanding shares of Common Stock owned by such individual. Each person has sole voting and investment power with respect to the shares shown, except as noted. Except as indicated in the table, the address for each of the following is c/o Scientific Industries, Inc., 80 Orville Drive, Bohemia, New York 11716.
As of December 31, 2025, there were 11,928,599 shares of Company Common Stock outstanding.
Name |
| Amount and Nature of Beneficial Ownership |
|
| % of Class |
| ||
Bleichroeder LP |
|
| 2,715,026 | (1) |
|
| 20.58 | % |
Laurence W. Lytton |
|
| 1,226,086 | (2) |
|
| 9.99 | % |
Brian Pessin |
|
| 2,004,700 | (3) |
|
| 16.12 | % |
North Run Capital, LP |
|
| 1,231,000 | (4) |
|
| 9.99 | % |
Veradace Capital Management LLC |
|
| 1,453,717 | (5) |
|
| 11.63 | % |
Roy T. Eddleman, Trustee, Roy T. Eddleman Trust UAD 8-7-2000 |
|
| 1,443,414 | (6) |
|
| 11.89 | % |
Thomas A. Satterfield |
|
| 1,136,955 | (7) |
|
| 9.18 | % |
Lyon Polk |
|
| 944,000 | (8) |
|
| 7.61 | % |
Christopher Cox |
|
| 650,454 | (9) |
|
| 5.30 | % |
John A. Moore |
|
| 656,871 | (10) |
|
| 5.23 | % |
Helena R. Santos |
|
| 383,388 | (11) |
|
| 3.12 | % |
Jurgen Schumacher |
|
| 207,264 | (12) |
|
| 1.72 | % |
Daniel Donadille |
|
| 194,465 | (13) |
|
| 1.60 | % |
John Nicols |
|
| 135,778 | (14) |
|
| 1.13 | % |
Karl D. Nowosielski |
|
| 64,498 | (15) |
| * |
| |
Robert P. Nichols |
|
| 69,268 | (16) |
| * |
| |
Michael Blechman |
|
| 72,186 | (17) |
| * |
| |
Zachary Rovinsky |
|
| 20,000 | (18) |
| * |
| |
All directors and executive officers as a group (10 persons) |
|
| 2,454,172 | (19) |
|
| 18.02 |
|
____________________
| (1) | Includes 1,261,675 shares issuable upon exercise of warrants |
| (2) | Includes 344,700 shares issuable upon exercise of warrants |
| (3) | Includes 509,568 shares issuable upon exercise of warrants |
| (4) | Includes 396,000 shares issuable upon exercise of warrants |
| (5) | Based upon form Schedule 13D filed with SEC on December 29, 2023, includes 565,789 shares issuable upon exercise of warrants |
| (6) | Based upon form Schedule 13D filed with SEC on February 15, 2023, includes 210,526 shares issuable upon exercise of warrants |
| (7) | Includes 461,984 shares issuable upon exercise of warrants |
| (8) | Includes 472,000 shares issuable upon exercise of options and/or warrants |
| (9) | Includes 349,209 shares issuable upon exercise of options and/or warrants |
| (10) | Includes 416,690 shares issuable upon exercise of options and/or warrants |
| (11) | Includes 359,443 shares issuable upon exercise of options and/or warrants |
| (12) | Includes 114,502 shares issuable upon exercise of options and/or warrants |
| (13) | Includes 189,002 shares issuable upon exercise of options and/or warrants |
| (14) | Includes 90,778 shares issuable upon exercise of options and/or warrants |
| (15) | Includes 50,605 shares issuable upon exercise of options and/or warrants |
| (16) | Includes 47,579 shares issuable upon exercise of options and/or warrants |
| (17) | Includes 52,186 shares issuable upon exercise of options and/or warrants |
| (18) | Represents 20,000 shares issuable upon exercise of options |
| (19) | Includes 1,689,994 shares issuable upon exercise of options and/or warrants |
| 28 |
| Table of Contents |
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to Company options, warrants and rights as of December 31, 2025
|
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
| Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| |||
Plan Category |
| (a) |
|
| (b) |
|
| (c) |
| |||
Equity Compensation plans approved by security holders |
|
| 2,246,144 |
|
| $ | 5.06 |
|
|
| 53,151 |
|
Equity Compensation plans not approved by security holders |
|
| N/A |
|
|
| N/A |
|
|
| N/A |
|
Total |
|
| 2,246,144 |
|
| $ | 5.06 |
|
|
| 53.151 |
|
Item 13—Certain Relationships and Related Party Transactions, and Director Independence
Mr. John Nicols, a Director since March 2024, provides consulting services to the Company’s Bioprocessing System segment pursuant to consulting agreement which was entered in September 2023 and renews each year automatically unless terminated by either party with 30 days notice. The agreement provided that the consultant be paid a monthly retainer fee of $8,000. For the years ended December 31, 2025 and 2024, the Company paid annual fees of $96,000 under the consulting agreement.
Item 14—Principal Accountant Fees and Services
Introductory Statement
Our Current Report on Form 8-K relating to our change in certifying accountant as filed with the United States Securities and Exchange Commission on January 26, 2026 is incorporated by reference herein.
Fees
The Company has engaged Carr, Riggs & Ingram, LLC (“CRI”) as its registered public accounting firm, which acquired effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). On January 14, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BPB as the Company’s independent registered public accounting firm and approved the appointment of CRI as the Company’s independent registered public accounting firm.
The fees incurred for the services of BPB related to the quarterly reviews during the year ended December 31, 2025 amounted to $41,600 plus $5,200 related to a Form 8-K/A. The fees for the services of CRI are expected to be approximately $150,000 to $175,000 related to the December 31, 2025 year end audit.
Prior to the engagement of BPB and subsequently CRI, Forvis Mazars, LLP served as the Company’s independent registered public accounting firm from January 1, 2025 through August 22, 2025. Prior to that, the Company engaged Mazars USA, which was acquired by Forvis Mazars, LLP. The fees for the services of Forvis Mazars related to quarterly reviews during the year ended December 31, 2025 reviews were approximately $73,500, plus $19,950 related to registration statements and other services. The Company incurred fees for the services of Forvis Mazars, LLP and Mazars USA of $274,000 for the year ended December 31, 2024.
In approving the engagement of the independent registered public accounting firm to perform the audit and non-audit services, the Company’s Audit Committee evaluates the scope and cost of each of the services to be performed including a determination that the performance of the non-audit services will not affect the independence of the firm in the performance of the audit services.
| 29 |
| Table of Contents |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements. The required financial statements of the Company are attached hereto on pages F1-F33.
Exhibits. The following Exhibits are filed as part of this report on Form 10-K:
Exhibit Number |
| Exhibit |
|
|
|
3 | Certificate of Incorporation and By-Laws: | |
|
|
|
3(a) |
| Certificate of Incorporation of the Company as amended (filed as Exhibit 1(a-1) to the Company's General Form for Registration of Securities on Form 10 dated February 14, 1973 and incorporated by reference thereto.) |
|
|
|
3(b) |
| Certificate of Amendment of the Company’s Certificate of Incorporation, as filed on January 28, 1985 (filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1985 and incorporated by reference thereto.) |
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
|
| 30 |
| Table of Contents |
|
| ||
|
|
|
4 |
| Instruments defining the rights of security holders: |
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| 32 |
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| 33 |
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| 34 |
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| 35 |
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| 36 |
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| 37 |
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| 38 |
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| 39 |
| Table of Contents |
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.
Date: March 31, 2026 | SCIENTIFIC INDUSTRIES, INC. |
|
| (Registrant) |
|
|
|
|
| /s/ Helena R. Santos |
|
| Helena R. Santos |
|
| President, Chief Executive Officer, and Treasurer |
|
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|
|
Date: March 31, 2026 | SCIENTIFIC INDUSTRIES, INC. |
|
| (Registrant) |
|
|
|
|
| /s/ Zachary Rovinsky |
|
| Zachary Rovinsky Chief Financial Officer, Asst. Treasurer, Asst. Secretary |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
| Title |
| Date |
Helena R. Santos |
| President, Chief Executive Officer, and Treasurer |
| March 31, 2026 |
Zachary Rovinsky |
| Chief Financial Officer, Asst Treasurer, Asst Secretary |
| March 31, 2026 |
John A. Moore |
| Chairman of the Board |
| March 31, 2026 |
Christopher Cox |
| Director |
| March 31, 2026 |
Michael Blechman |
| Director |
| March 31, 2026 |
Jurgen Schumacher |
| Director |
| March 31, 2026 |
John Nicols |
| Director |
| March 31, 2026 |
| 40 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONTENTS
|
| Page |
Report of Independent Registered Public Accounting Firm (PCAOB firm ID |
| F-2 |
|
|
|
Report of Independent Registered Public Accounting Firm (PCAOB firm ID 686) |
| F-3 |
|
|
|
Consolidated financial statements: |
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
| F-4 |
|
|
|
| F-5 | |
|
|
|
| F-6 | |
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 |
| F-7 |
|
|
|
| F-8 – F-33 |
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Scientific Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Scientific Industries, Inc. (the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
We have also audited the adjustments described in Notes 1 and 17 that were applied to restate the 2024 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to the adjustments, and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements as a whole.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/s/ | |
| |
We have served as the Company’s auditor since 2026. | |
| |
| |
March 31, 2026 |
F-2 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Scientific Industries, Inc.
Opinion on the Financial Statements
We have audited before the effects of the adjustments to retrospectively apply the effects of discontinued operations discussed in Notes 1 and 17, the accompanying consolidated balance sheet of Scientific Industries, Inc. (the “Company”) as of December 31, 2024 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for the year then ended, and the related notes (collectively referred to as the “financial statements”). (the 2024 financial statements before the effects of the adjustment discussed in Note 17 are not presented herein). In our opinion, the financial statements, before the effects of the adjustment to retrospectively apply the effects of discontinued operations described in Notes 1 and 17, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the effects of discontinued operations described in Notes 1 and 17 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Carr, Riggs & Ingram, LLC.
Explanatory Paragraph Regarding Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We served as the Company’s auditor from 2024 to 2025.
/s/ Forvis Mazars, LLP
New York, New York
March 31, 2025
| F-3 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| As of December 31, 2025 |
|
| As of December 31, 2024 |
| ||
|
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Investment securities |
|
|
|
|
|
| ||
Trade accounts receivable, less allowance for doubtful accounts of $ |
|
|
|
|
|
| ||
Inventories |
|
|
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|
| ||
Income tax receivable |
|
|
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|
|
| ||
Prepaid expenses and other current assets |
|
|
|
|
|
| ||
Current assets of discontinued operations |
|
|
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|
| ||
Total current assets |
|
|
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|
|
| ||
|
|
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|
|
Property and equipment, net |
|
|
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|
| ||
Goodwill |
|
|
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|
|
| ||
Other intangible assets, net |
|
|
|
|
|
| ||
Inventories |
|
|
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|
| ||
Operating lease right-of-use assets |
|
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|
|
| ||
Other assets |
|
|
|
|
|
| ||
Other assets of discontinued operations |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expenses |
|
|
|
|
|
| ||
Contract liabilities |
|
|
|
|
|
| ||
Lease liabilities, current portion |
|
|
|
|
|
| ||
Current liabilities of discontinued operations |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Lease liabilities, less current portion |
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8) |
|
|
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|
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|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated comprehensive income (loss) |
|
|
|
|
| ( | ) | |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total shareholders’ equity |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
| $ |
|
| $ |
| ||
See notes to consolidated financial statements
| F-4 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
| Year Ended December 31, |
|
| Year Ended December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Revenues |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
| ||
Selling |
|
|
|
|
|
| ||
Research and development |
|
|
|
|
|
| ||
Impairment of intangible assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income: |
|
|
|
|
|
|
|
|
Other income, net |
|
|
|
|
|
| ||
Gain on disposition of discontinued operations |
|
|
|
|
|
| ||
Interest income |
|
|
|
|
|
| ||
Total other income, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income tax expense |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Income tax expense, current |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net loss |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss) |
|
|
|
|
| ( | ) | |
Other comprehensive gain (loss) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Basic and Diluted gain (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
| $ | ( | ) |
| $ | ( | ) |
Discontinued operations |
| $ |
|
| $ |
| ||
Consolidated operations |
| $ | ( | ) |
| $ | ( | ) |
Weighted Average Shares Outstanding |
|
| |
|
|
| |
|
See notes to consolidated financial statements
| F-5 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
|
|
|
|
| Additional |
|
| Accumulated Other |
|
|
|
|
| Total |
| |||||||||
|
| Common Stock |
|
| Paid-in |
|
| Comprehensive |
|
| Accumulated |
|
| Shareholders’ |
| |||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Income (Loss) |
|
| Deficit |
|
| Equity |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance December 31, 2023 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
| - |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock and Warrants, net of issuance costs (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value modification of warrants recorded as stock issuance costs |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Continuing Operations |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
| - |
|
|
| |
|
|
| |
|
|
| |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Issuance of Common Stock and Warrants, net of issuance costs (Note 12) |
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Stock-based compensation |
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Balance December 31, 2025 |
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| F-6 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Operating activities: |
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Net loss |
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Less: Income from discontinued operations, net of tax |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Investing activities: |
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Discontinued Operations: |
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Net change in cash |
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Effect of changes in foreign currency exchange rates on cash and cash equivalents |
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SUPPLEMENTAL DISCLOSURES: |
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Record right-of-use assets |
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| F-7 |
| Table of Contents |
SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO 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, weight and measurement, and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has two other locations in Pittsburgh, Pennsylvania and Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and an administrative facility in Pearl River, New York related to sales and marketing. The products, which are sold to customers worldwide, include pharmacy balances and analytical scales, force gauges, pill counters, bioprocessing sensors and analytical tools.
Principles of Consolidation
The accompanying 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, since its acquisition on April 29, 2021 (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 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 consolidated balance sheets for all periods presented.
Going Concern
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. The Company has recorded recurring losses from operations and continued cash outflows 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 to support recurring business operations. For the year ended December 31, 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. The Company has an accumulated deficit of $
In order to continue as a going concern, the Company will need to decrease expenses or materially increase revenues, and/or secure additional external capital resources. 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 consolidated financial statements; however, there is no assurance that management's current operating plan will be successful.
| F-8 |
| Table of Contents |
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation allowance of net, deferred taxes. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Revenue Recognition
The Company recognizes revenue in accordance with “ASC” Topic 606, “Revenue from Contracts with Customers”. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.
The Company determines revenue recognition through the following steps:
| · | Identification of the contract, or contracts, with a customer |
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| · | Identification of the performance obligations in the contract |
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| · | Determination of the transaction price |
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| · | Allocation of the transaction price to the performance obligations in the contract; and |
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| · | Recognition of revenue when, or as, a performance obligation is satisfied. |
The Company has made the following accounting policy elections and elected to use certain practical expedients, as permitted by the Financial Accounting Standards Board (“FASB”), in applying ASC Topic 606: 1) All revenues are recorded net of returns, allowances, customer discounts, and incentives; 2) Although sales and other taxes are immaterial, the Company accounts for amounts collected from customers for sales and other taxes, if any, net of related amounts remitted to tax authorities; 3) the Company expenses costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; 4) the Company accounts for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service and these fulfillment costs fall within selling expenses; 5) the Company is always considered the principal and never an agent, because it has full control and responsibility until title is transferred to the customer and 6) the Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.
The Company’s subscription revenue as further discussed below is recognized ratably over the subscription period, which is 12 months.
| F-9 |
| Table of Contents |
Nature of Products and Services
The Company generates revenues from the following sources: (1) Benchtop Laboratory Equipment Operations and (2) Bioprocessing Systems Operations.
Benchtop Laboratory Equipment Operations' revenues are comprised primarily of benchtop weighing and measurement equipment sold to distributors, or to end users primarily via e-commerce. The sales cycle from time of receipt of order to shipment is very, short varying from a day to a few weeks. Customers either pay by credit card (e-commerce sales) or Net 30-60, depending on the customer. Revenue is recognized at the point in time when the item is shipped. Once the item is shipped under the FOB terms specified in the order, which is primarily “FOB Factory”, other than a standard warranty, there are no other obligations to the customer. Warranty usually consists of one year parts and labor and is deemed immaterial. In addition, the Company recently introduced subscription plans, exclusively to the Benchtop Laboratory Equipment Operations' VIVID ONE/WORKSTATION customers, providing them with access to certain cloud-based information through payment of an annual subscription fee. The Company recognized revenue related to these subscriptions amounting to $
Bioprocessing Systems Operations revenues are comprised primarily of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products offered for sale include the Cell Growth Quantifier (“CGQ”) for Biomass monitoring in shake flasks, the Liquid Injection System (“LIS”) for automated feeding in shake flasks, and a line of coaster systems and flow-through cells for pH and DO monitoring. Revenue is recognized at the point in time when the item is shipped.
Segment Reporting
The Company views its operations as two operating segments, that are also the two reporting segments: the manufacture and marketing of benchtop laboratory equipment sold primarily through distributors consisting of balances, scales, moisture analyzers, force gauges, pill counters (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products (“Bioprocessing Systems Operations”).
The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss.
The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results.
| F-10 |
| Table of Contents |
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of 90 days or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of December 31, 2025 and 2024, $
Allowance for Credit Losses - Accounts Receivable
The allowance for credit losses required under ASC 326 is a valuation account that is deducted from the accounts receivables’ cost basis on the Company’s consolidated balance sheets. The Company’s accounts receivables are generated from the sales revenue derived from the Company’s Benchtop Laboratory Equipment and Bioprocessing Systems segments. The Company elected to estimate expected losses using an analytical model based on methods that utilize the accounts receivable aging schedule. This analytical model incorporates historical loss activity, geographic location, customer-specific information, collection terms and customer amounts. The Company evaluates the estimated allowance on an aggregate basis as each individual account receivable shares similar risk characteristics.
The allowance for credit losses as of December 31, 2025 and 2024 was $
Investment Securities
The Company’s investment securities are classified as mutual funds and recorded at fair value. Changes in fair value of mutual funds are recorded as net unrealized gains or losses in other income (loss), net on the consolidated statement of operations and comprehensive loss.
The Company determines the cost of the investment sold based on an average cost basis at the individual security level and records the interest income and realized gains or losses on the sale of these investments in other income, net on the consolidated statement of operations and comprehensive loss.
Inventories
Current and noncurrent inventories recorded other than those of Aquila, are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand compared to estimated future usage and sales. Cost of work-in-process and finished goods inventories include material, labor and manufacturing overhead. As needed, the Company may purchase critical raw materials that are used in the core production process in quantities that exceed anticipated consumption within the normal operating cycle, which is 12 months. The Company classifies such raw materials that the Company does not expect to consume within the normal operating cycle as noncurrent.
Property and Equipment
Property and equipment are stated at cost. Depreciation of property and equipment is provided for primarily by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized by the straight-line method over the remaining term of the related lease or the estimated useful lives of the assets, whichever is shorter.
| F-11 |
| Table of Contents |
Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net
Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, “Intangibles- Goodwill and Other” (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.
As of December 31, 2025, the Company had two reporting units, the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations. Goodwill is tested for impairment by reporting unit on an annual basis as of December 31, the last day of its fiscal year, and in the interim if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered in the Company’s goodwill impairment testing include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimate future cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital. The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.
During the year ended December 31, 2025, the Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operation reporting unit. This qualitative analysis evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting unit. In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount.
As of December 31, 2025 and 2024 there was no remaining goodwill to the Bioprocessing System Operations reporting unit.
Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names. All intangible assets are amortized on a straight-line basis over the estimated useful lives of the respective assets, generally
| F-12 |
| Table of Contents |
Impairment of Long-Lived Assets
The Company follows the provisions of ASC No. 360-10, “Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets (“ASC No. 360-10”). ASC No. 360-10 which requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation for impairment is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write down to a new depreciable basis is required. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets. The Company concluded that as of December 31, 2025, an impairment loss of $
Leases
The Company accounts for its leases under ASC 842, “Leases”. The Company determines whether an agreement contains a lease at inception based on the Company’s right to obtain substantially all of the economic benefits from the use of the identified asset and its right to direct the use of the identified asset. Lease liabilities represent the present value of future lease payments and the Right-Of-Use (“ROU”) assets represent the Company’s right to use the underlying assets for the respective lease terms. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The ROU asset is further adjusted to account for previously recorded lease expenses such as deferred rent and other lease liabilities. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate as the discount rate to calculate the present value of future lease payments, which was the interest rate that its bank would charge for a similar loan.
The Company elected not to recognize a ROU asset and a lease liability for leases with an initial term of twelve months or less. In addition to minimum lease payments, certain leases require payment of a proportionate share of real estate taxes and certain building operating expenses or payments based on an excess of a specified base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability of the payment amount and are recorded as lease expenses in the period incurred. The Company’s lease agreements do not contain residual value guarantees.
The Company elected available practical expedients for existing or expired contracts of lessees wherein the Company is not required to reassess whether such contracts contain leases, the lease classification or the initial direct costs.
Advertising
Advertising costs are expensed as incurred. Advertising expense amounted to $
Research and Development
Research and development costs consisting of expenses for activities that are useful in developing and testing new products, as well as expenses that may significantly improve existing products, are expensed as incurred.
Stock Compensation Plan
Stock-based compensation is accounted for in accordance with ASC No. 718 “Compensation-Stock Compensation” (“ASC No. 718”) which requires compensation costs related to stock-based payment transactions to be recognized. With limited exceptions, the amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards are measured at each reporting period. Compensation costs are recognized over the period that an employee provides service in exchange for the award.
| F-13 |
| Table of Contents |
The Company estimates the fair value of each stock-based grant using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. The estimate expected term is based on management’s analysis of historical exercise activity. The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company has elected to account for forfeitures only when they occur.
Foreign currency translation and transactions
The Company has determined that the functional currency and reporting currency for its Aquila operations in Germany is the Euro and the U.S. Dollar, respectively. All assets and liabilities of Aquila are translated at the current exchange rate as of the end of the reporting period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income (loss). Gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income.
Income taxes
The Company and its subsidiaries file a consolidated U.S. federal income tax return, and a tax return in Germany for Aquila. Income taxes are accounted for under the asset and liability method. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.
ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2025 and 2024, respectively, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.
The Company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company is subject to U.S. federal income tax, as well as various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the fiscal years ended June 30, 2022 and after. The Company is currently open to audit under the statute of limitations by German tax authorities for the years ended December 31, 2020 and thereafter. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
Earnings (Loss) Per Common Share
Basic earnings or loss per common share is computed by dividing net income (loss) by the weighted-average number of shares outstanding. Diluted earnings or loss per common share includes the dilutive effect of stock options and warrants, if any. The Company was in a net loss position for the years ended December 31, 2025 and 2024, respectively, therefore the basic loss per share is the same as dilutive loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consists of stock options and warrants are anti-dilutive.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements not yet adopted
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue from Contracts with Customers”. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating ASU 2025-05 to determine the impact it may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)”, which is intended to improve the navigability of the guidance in ASC 270, “Interim Reporting”, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with U.S. GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2025-11 to determine the impact it may have on its consolidated financial statements.
| F-14 |
| Table of Contents |
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (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 types 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, as 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.
There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.
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. For Level 3 instruments, where observable inputs are not available, the fair value was determined based on the price shares were purchased and redeemed as of December 31, 2025 by the funds. These investments which seek high current income, comprise of private credit funds which deal in first lien senior secured debt and asset based lending in the United States that are issued in private offerings. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.
The carrying amounts of cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to their short-term maturity and insignificant risk of value changes.
| F-15 |
| Table of Contents |
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 December 31, 2025 and 2024, respectively, according to the valuation techniques the Company used to determine their fair values:
|
| Fair Value Measurements as of December 31, 2025 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment securities |
|
|
|
|
|
|
|
| ||||||||
Mutual funds |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
Private Credit Funds |
|
|
|
|
| $ | |
|
| $ | |
|
| $ | |
|
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| Fair Value Measurements as of December 31, 2024 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Investment securities – Mutual funds |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Investments in marketable securities by security type as of December 31, 2025 and 2024, respectively, consisted of the following:
As of December 31, 2025: |
| Cost |
|
| Fair Value |
|
| Unrealized Holding Gain (Loss) |
| |||
Mutual funds |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Private Credit Funds |
| $ | |
|
| $ | |
|
| $ | ( | ) |
Total |
| $ |
|
| $ |
|
| $ | ( | ) | ||
As of December 31, 2024: |
| Cost |
|
| Fair Value |
|
| Unrealized Holding Gain (Loss) |
| |||
Mutual funds |
| $ |
|
| $ |
|
| $ |
| |||
Total |
| $ |
|
| $ |
|
| $ |
| |||
The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2025 and 2024
| F-16 |
| Table of Contents |
|
| Collateralized Debt Obligations |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Balance of recurring Level 3 assets at January 1 |
| $ |
|
| $ |
| ||
Total gains or losses for the period: |
|
|
|
|
|
|
|
|
Purchases |
|
|
|
|
|
| ||
Sales |
|
|
|
|
|
| ||
Issuances |
|
|
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|
|
| ||
Settlements |
|
|
|
|
|
| ||
Transfers into Level 3 |
|
|
|
|
|
|
| |
Transfers out of Level 3 |
|
|
|
|
|
| ||
Balance of recurring Level 3 assets at December 31 |
| $ |
|
| $ |
| ||
|
| As of December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Raw materials |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Finished goods |
|
|
|
|
|
| ||
Total Inventories |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Inventories - Current Asset |
| $ |
|
| $ |
| ||
Inventories - Noncurrent Asset |
|
|
|
|
|
| ||
5. Property and Equipment, Net
|
| Useful Lives |
|
| As of December 31, |
| ||||||
|
| (Years) |
|
| 2025 |
|
| 2024 |
| |||
Computer equipment |
|
|
| $ |
|
| $ |
| ||||
Machinery and equipment |
|
|
|
|
|
|
|
| ||||
Furniture and fixtures |
|
|
|
|
|
|
|
| ||||
Leasehold improvements |
|
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|
| ||||
|
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|
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|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
|
|
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net |
|
|
|
|
| $ |
|
| $ |
| ||
Depreciation expense was $
Certain Property and Equipment were sold as part of the sale of the Genie Division and are presented within the Gain on Sale of Discontinue Operations as further discussed in note 17.
During the year ended December 31, 2025, the Company wrote off fully depreciated property and equipment assets for the cost amount of $
During the year ended December 31, 2024, the Company wrote off fully depreciated property and equipment assets for the cost amount of $
6. 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 $
| F-17 |
| Table of Contents |
The components of finite lived intangible assets are as follows:
|
| Useful Lives |
| Cost |
|
| Accumulated Amortization |
|
| Net |
| |||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
| |||
Technology, trademarks |
|
| $ |
|
| $ |
|
| $ |
| ||||
Trade names |
|
|
|
|
|
|
|
|
|
| ||||
Websites |
|
|
|
|
|
|
|
|
|
| ||||
Customer relationships |
|
|
|
|
|
|
|
|
|
| ||||
Sublicense agreements |
|
|
|
|
|
|
|
|
|
| ||||
Non-compete agreements |
|
|
|
|
|
|
|
|
|
| ||||
Patents |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| $ |
|
| $ |
|
| $ |
| |||
|
| Useful Lives |
| Cost |
|
| Accumulated Amortization |
|
| Net |
| |||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
| |||
Technology, trademarks |
|
| $ |
|
| $ |
|
| $ |
| ||||
Trade names |
|
|
|
|
|
|
|
|
|
| ||||
Websites |
|
|
|
|
|
|
|
|
|
| ||||
Customer relationships |
|
|
|
|
|
|
|
|
|
| ||||
Sublicense agreements |
|
|
|
|
|
|
|
|
|
| ||||
Non-compete agreements |
|
|
|
|
|
|
|
|
|
| ||||
Patents |
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
| $ |
|
| $ |
|
| $ |
| |||
Total amortization expense was $
During the year ended December 31, 2025 the Company assessed the recoverability of intangible assets, consisting primarily of customer relationships, technologies, software and trademarks, for impairment in accordance with ASC 350-360. It was determined that the future cash flows from these assets are lower than the carrying amount on the consolidated balance sheet. Therefore, an impairment charge of $
Estimated future amortization expense of intangible assets as of December 31, 2025 is as follows:
As of December 31, |
|
|
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total |
| $ |
| |
| F-18 |
| Table of Contents |
7. Line of Credit
As of December 31, 2025 the Company had terminated its Demand Line of Credit with First National Bank of Pennsylvania which had provided borrowings up to $
8. Commitments and Contingencies
Legal Matters
The Company may be named from time to time as a party to claims and litigation 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 December 31, 2025, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.
Employment Agreements
The Company has an employment agreement with its Chief Executive Officer/President, which expires on
The Company has an employment agreement with its Chairman, which expires on
The Company has employment agreements with the Chief Executive Officer of Aquila and three managing directors of Aquila for an indefinite term, which can be terminated by either party upon a twelve month written notice for the Chief Executive Officer and a six month written notice for the three managing directors, in accordance with German law.
The Company has an employment agreement with the President of the Torbal® Division of the Benchtop Laboratory Equipment Operations, which expires on December 31, 2028, which may be extended for two additional one-year periods unless and until the Company or the employee provides no less than ninety days’ notice prior to the end of the term. The agreement contains a provision that if the Company terminates the employment for any reason other than for “cause” or the employee terminates the employment for “good reason” as defined in the agreement, the employee will have the right to receive a lump sum payment equal to three times the then current annual compensation preceding such termination, plus any accrued and unused vacation and sick time, and health benefits for twelve months following the termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination.
9. Related Parties
Consulting Agreement
On September 19, 2023, the Company’s Bioprocessing System segment entered into a one year consulting agreement with John Nicols, a Director of the Company, with automatic renewals, unless either party gives a thirty-day notice. The agreement provided that the consultant be paid a monthly retainer fee of $
| F-19 |
| Table of Contents |
10. Leases
The Company leases certain properties consisting principally of a facility in Bohemia, New York (headquarters) which was amended in September 2021 to increase the space by approximately
|
| As of December 31, 2025 |
|
| As of December 31, 2024 |
| ||
Weighted Average Years |
|
|
|
|
|
| ||
Weighted Average Discount |
|
| % |
|
| % | ||
|
| Year ended December 31, 2025 |
|
| Year ended December 31, 2024 |
| ||
Total Lease Expense |
| $ | |
|
| $ | |
|
Total Cash Payments |
| $ |
|
| $ |
| ||
The Company’s approximate future minimum rental payments under all operating leases as of December 31, 2025 are as follows:
For the years ended December 31, |
| Amount |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Total future minimum payments |
| $ |
| |
Less: Imputed interest |
|
| ( | ) |
Total Present Value of Operating Lease Liabilities |
| $ |
| |
11. Loss Per Common Share
Basic Earnings Per Share (“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 similar 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.
| F-20 |
| Table of Contents |
|
| Year ended December 31, |
|
| Year ended December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Weighted average number of common shares outstanding |
|
|
|
|
|
| ||
Effect of dilutive securities: |
|
|
|
|
| |
| |
Weighted average number of dilutive common shares outstanding |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share: |
|
|
|
|
|
|
|
|
Continuing operations |
| $ | ( | ) |
| $ | ( | ) |
Discontinued operations |
| $ |
|
| $ |
| ||
Consolidated operations |
| $ | ( | ) |
| $ | ( | ) |
Approximately
Approximately
12. Common Stock and Warrants
Authorized Shares
The Company’s total number of authorized shares of Common Stock are
The shareholders of the Company approved the adoption of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) providing for the issuance of up to
| F-21 |
| Table of Contents |
Issuance and Sale of Common Stock
2023 Securities Purchase Agreement
On December 13, 2023,
On January 17, 2024,
2025 Securities Purchase Agreement
On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April 2025 Purchase Agreement”) with certain investors (each an “April Investors”) pursuant to which the Company sold in a private placement, and the April Investors purchased, an aggregate of
Warrants
As of December 31, 2025,
Replacements Warrants
| F-22 |
| Table of Contents |
On January 17, 2024, certain investors became entitled to receive Replacement Warrants to replace
Underwriter Warrants
As part of its compensation as placement agent for the 2023 Purchase Agreement described above, the Company issued to the placement agent or its designees warrants to purchase up to
Warrant Summary
The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and 2024, respectively.
|
| Warrant Shares Outstanding |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Life |
| |||
Outstanding and exercisable as of December 31, 2023 |
|
|
|
| $ |
|
|
|
| |||
Issued |
|
|
|
|
|
|
|
|
| |||
Exercised |
|
| - |
|
|
|
|
|
| - |
| |
Expired or cancelled |
|
| ( | ) |
|
|
|
|
|
| ||
Outstanding and exercisable as of December 31, 2024 |
|
|
|
| $ |
|
|
|
| |||
Issued |
|
|
|
|
|
|
|
|
| |||
Exercised |
|
| ( | ) |
|
|
|
|
| - |
| |
Expired or cancelled |
|
| ( | ) |
|
|
|
|
|
| ||
Outstanding and exercisable as of December 31, 2025 |
|
|
|
| $ |
|
|
|
| |||
| F-23 |
| Table of Contents |
Terms of the outstanding warrants as of December 31, 2025 are as follow:
Warrant Issue Date |
| Outstanding Warrants |
|
| Exercise Price |
|
| Expiration Date | |||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
| $ |
|
| |||||
|
|
|
|
|
|
|
|
|
| ||
13. Stock Options
The Company’s 2022 Equity Incentive Plan (“2022 Plan”) provides for the issuance of up to
| F-24 |
| Table of Contents |
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 separately options to purchase shares of the Common Stock of the Company (the “stock options”). Under this program, the Company issued 10-year options to purchase
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 $
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
On July 1, 2024, the Company granted and issued stock options to purchase
On July 1, 2024, the Company granted and issued stock options to purchase
On July 1, 2025, the Company granted and issued stock options to purchase
Other Stock Options
On July 21, 2023, the Company’s Bioprocessing System segment entered into a separation agreement with their VP of Sales (“former employee”). In connection with the separation agreement, the Company extended the exercisability of the former employee’s vested stock options up through the expiration date of July, 13, 2030, which the Company recorded an additional $
| F-25 |
| Table of Contents |
The following table summarizes the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value of our stock options for the year ended December 31, 2025 and 2024, respectively:
|
| Year ended December 31, |
|
| Year ended December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Expected term (in years) |
|
|
|
|
|
| ||
Risk-free interest rate |
|
| % |
|
| % | ||
Expected volatility |
|
| % |
|
| % | ||
Dividend rate |
|
|
|
|
|
| ||
Expected volatility is estimated based on historic volatility of the Company’s common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option.
Total stock-based compensation costs were $
Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $464,200 and $757,100 as of December 31, 2025 and 2024, respectively.
The weighted-average period over which the nonvested awards is expected to be recognized are
The following table summarizes option activity under all plans for the year ended December 31, 2025 and 2024, respectively:
|
| Year Ended December 31, |
|
| Year Ended December 31, |
| ||||||||||||||||||
|
| 2025 |
|
|
|
| 2024 |
|
|
| ||||||||||||||
Shares |
| Shares |
|
| Weighted-Average Exercise Price |
|
| Aggregate Intrinsic Value |
|
| Shares |
|
| Weighted-Average Exercise Price |
|
| Aggregate Intrinsic Value |
| ||||||
Outstanding, beginning |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||||
Granted |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
| ||||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
| ||
Forfeited/Cancelled |
|
| ( | ) |
|
|
|
|
| - |
|
|
| ( | ) |
|
|
|
|
| - |
| ||
Outstanding, end |
|
|
|
| $ |
|
|
|
|
|
|
|
| $ |
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable end of the period |
|
|
|
| $ |
|
|
|
|
|
|
|
|
| $ |
|
|
|
|
| ||||
Weighted average fair value per share of options granted during the period |
|
|
|
|
| $ |
|
|
|
|
|
|
|
|
|
| $ |
|
|
|
|
| ||
| F-26 |
|
| Year Ended December 31, |
|
| Year Ended December 31, |
| ||||||||||
|
| 2025 |
|
| 2024 |
| ||||||||||
NonVested Shares: |
| Shares |
|
| Weighted-Average Grant Date Fair Value |
|
| Shares |
|
| Weighted-Average Grant Date Fair Value |
| ||||
Outstanding, beginning |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Vested |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Forfeited |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Outstanding, end |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
|
| Year Ended December 31, |
| |||||||||
|
| 2025 |
| |||||||||
|
| Shares |
|
| Weighted-Average Exercise price |
|
| Weighted-Average Remaining Contractual term |
| |||
Vested Shares: |
|
|
|
| $ |
|
|
|
| |||
|
| Year Ended December 31, |
| |||||||||
|
| 2024 |
| |||||||||
|
| Shares |
|
| Weighted-Average Exercise price |
|
| Weighted-Average Remaining Contractual term |
| |||
Vested Shares: |
|
|
|
| $ |
|
|
|
| |||
| F-27 |
|
| As of December 31, 2025 Options Outstanding |
|
|
|
| As of December 31, 2025 Exercisable |
|
|
| ||||||||||||||
|
| Number |
|
| Remaining Contractual Life |
|
| Average Exercise |
|
| Number |
|
| Remaining Contractual Life |
|
| Average Exercise |
| ||||||
Range Exercise Price |
| Outstanding |
|
| (Years) |
|
| Price |
|
| Outstanding |
|
| (Years) |
|
| Price |
| ||||||
|
|
|
|
|
|
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$5.35 - $ 11.30 |
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| $ |
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| $ |
| ||||||
$2.91 - $ 4.65 |
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| $ |
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| $ |
| ||||||
$0.65-$2.50 |
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| $ |
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| ||||||
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| As of December 31, 2024 Options Outstanding |
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| As of December 31, 2024 Exercisable |
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| Number |
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| Remaining Contractual Life |
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| Average Exercise |
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| Number |
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| Remaining Contractual Life |
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| Average Exercise |
| ||||||
Range Exercise Price |
| Outstanding |
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| (Years) |
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| Price |
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| Outstanding |
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| (Years) |
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| Price |
| ||||||
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$5.35 - $ 11.30 |
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| $ |
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| $ |
| ||||||
$2.91 - $ 4.65 |
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| $ |
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| $ |
| ||||||
$1.29-$2.50 |
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| $ |
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| $ |
| ||||||
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14. Segment Information
The Company views its operations as two operating segments, that are also the two reporting 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 Operations”).
The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss.
The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results.
| F-28 |
| Table of Contents |
Segment and geographical information is reported as follows
Year Ended December 31, 2025 |
| Benchtop Laboratory Equipment |
|
| Bioprocessing Systems |
|
| Corporate |
|
| Consolidated |
| ||||
United States revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Foreign revenue |
|
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| ||||
Total Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
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Segment Significant Expenses: |
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Cost of revenues |
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| |||
Compensation and other personnel expenses |
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| ||||
Other expenses |
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| ||||
Depreciation and Amortization |
|
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| ||||
Segment Loss From Operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
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Assets |
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| ||||
Long-Lived Asset Expenditures |
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| ||||
Year Ended December 31, 2024 Adjusted |
| Benchtop Laboratory Equipment |
|
| Bioprocessing Systems |
|
| Corporate |
|
| Consolidated |
| ||||
United States revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Foreign revenue |
|
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| ||||
Total revenue |
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Segment Significant Expenses: |
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Cost of revenues |
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| |
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| |||
Compensation and other personnel expenses |
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| ||||
Other expenses |
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| ||||
Depreciation and Amortization |
|
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| ||||
Segment Loss From Operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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Assets |
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| ||||
Long-Lived Asset Expenditures |
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| ||||
| F-29 |
| Table of Contents |
Geographical Information
|
| Year Ended |
|
| Year Ended |
| ||||||||||
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||||||||||
|
| Revenue (a) |
|
| Long-Lived Assets |
|
| Revenue (a) |
|
| Long-Lived Assets |
| ||||
United States |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
All Other Foreign Countries |
|
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|
| ||||
Germany |
|
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|
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|
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| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
(a) Revenues are attributed to countries based on location of customer
For the year ended December 31, 2025, one customer accounted for approximately $
For the year ended December 31, 2024, one customer accounted for approximately $
For the year ended December 31, 2025, purchases from one vendor, represented in the aggregate
| F-30 |
| Table of Contents |
A reconciliation of the Company's consolidated segment loss from operations to consolidated income (loss) from operations before discontinued operations and income taxes for the years ended December 31, 2025 and 2024, respectively, are as follows:
Year ended December 31, 2025 |
| Benchtop Laboratory Equipment |
|
| Bioprocessing Systems |
|
| Corporate |
|
| Consolidated |
| ||||
Loss from Operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loss from operations before discontinued operations and income taxes |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
Year ended December 31, 2024 |
| Benchtop Laboratory Equipment |
|
| Bioprocessing Systems |
|
| Corporate |
|
| Consolidated |
| ||||
Loss from Operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Other income (expense), net |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
Loss from operations before discontinued operations and income taxes |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
15. Employee Benefit Plans
The Company has a 401(k) profit sharing plan covering all its employees, which provides for voluntary employee salary contributions not to exceed the statutory limitations provided by the Internal Revenue Code. The plan provides for Company matching contribution equal to
16. Income Taxes
The domestic and foreign components of income or loss from continuing operations before taxes are:
|
| Year Ended December 31, |
|
| Year Ended December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
U.S. operations |
| $ |
|
| $ | ( | ) | |
Non-U.S. operations |
|
| ( | ) |
|
| ( | ) |
Total loss before taxes |
| $ | ( | ) |
| $ | ( | ) |
| F-31 |
| Table of Contents |
Total provision for income taxes allocated to continuing operations for the year ended December, 31, 2025 and 2024, was $
Total provision for income taxes allocated to discontinued operations for the year ended December, 31, 2025 and 2024, was $
In accordance with ASC 740, the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As of and for the year ended December 31, 2025, the Company maintains a full valuation allowance of $
The Company adopted ASU 2023-09 "Income Taxes (Topic 740): “Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025. The effective tax rate for the current year reflects the classification of certain operations as discontinued operations, which were included in continuing operations in the prior year:
|
|
| Year Ended December 31, 2025 |
|
|
|
|
|
|
|
| Amount |
|
|
| Percent |
|
|
|
|
|
|
|
|
|
|
U.S. federal statutory taxrate |
| $ | ( | ) |
| $ | % | |
State income taxes, net of federal income taxeffect |
|
|
|
|
| - | % | |
Foreign tax effects |
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
Return to provision and other true ups |
|
| ( | ) |
|
| % | |
Changes in valuation allowance |
|
|
|
|
| - | % | |
Changes in valuation allowance |
|
|
|
|
| - | % | |
Nontaxable or nondeductible items | ||||||||
Incentive Stock Options |
|
|
|
|
| - |
| |
Other |
|
|
|
|
| - |
| |
Return to Provision and other true ups | ||||||||
Depreciation |
|
|
|
|
| - | % | |
Amortization |
|
| ( | ) |
|
| % | |
Net Capitalized R&D Expenses |
|
|
|
|
| - | % | |
Inventory Reserve |
|
| ( | ) |
|
| % | |
Net Operating Loss |
|
| ( | ) |
|
| % | |
Other |
|
|
|
|
| - | % | |
Effective tax rate |
| $ |
|
|
| - | % | |
The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024 for continuing and discontinued operations:
|
| 2024 |
| |
|
| Amount |
| |
|
|
|
| |
Federal tax expense |
| $ | ( | ) |
State tax expense |
|
|
| |
Research and Development Credits |
|
| ( | ) |
Incentive stock options |
|
|
| |
Changes in valuation allowance |
|
|
| |
Aquila Biolabs GmbH operating loss |
|
| ( | ) |
Return to provision and other true ups |
|
|
| |
Provision for income taxes |
| $ |
| |
The Company evaluated the impact of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which, among other things, permits the immediate expensing of domestic R&D expenditures and allows for the deduction of previously capitalized, unamortized amounts. Based on this new law, management concluded the Company is eligible to apply these provisions. ASC 740 requires that the effect of changes in laws be recognized in the period in which the applicable legislation is enacted. Consequently, the Company evaluated all deferred tax balances under the newly enacted tax law and reflected such effects in its financial statements.
The Company’s expected income tax expense differs from its provision for income tax expense due to the net operating loss, adjustments from the tax return to the provision, and the Company’s assessment to record a full valuation allowance against those net deferred tax assets in applying the more likely than not standard that is required under the applicable guidance under Generally Accepted Accounting Principles in the US.
| F-32 |
| Table of Contents |
Significant components of the Company’s deferred tax assets are as follows:
|
| As of December 31, |
|
| As of December 31, |
| ||
Deferred tax assets: |
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Amortization of intangible assets, including goodwill |
| $ |
|
| $ |
| ||
Research and development credits |
|
|
|
|
|
| ||
Goodwill impairment |
|
|
|
|
|
| ||
Net Capitalized R&D |
|
|
|
|
|
| ||
Various accruals |
|
|
|
|
|
| ||
Stock options expense |
|
|
|
|
|
| ||
Net operating loss |
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ||
Subtotal |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Deferred tax liability: |
|
|
|
|
|
|
|
|
Depreciation |
| $ | ( | ) |
| $ | ( | ) |
Amortization of intangible assets, including goodwill |
|
|
|
| ( | ) | ||
Subtotal |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Less valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax assets |
| $ |
|
| $ |
| ||
The Company has federal net operating loss (“NOL”) carryforwards of $
The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025. The company made no state or foreign tax payments for the year ended December 31, 2025; therefore, no table is needed as a result of the adoption.
17. 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 December 31, 2025. The purchase price consisted of $
At December 31, 2025, the Current Assets for Discontinued Operations of $
The gain on disposal was calculated as follows:
Carrying value of net assets of the Genie Division |
|
|
| |
Inventory |
| $ |
| |
Fixed Assets |
|
|
| |
Intangible Assets (Patents) |
|
|
| |
|
|
|
| |
|
|
|
|
|
Total consideration received, net of transaction costs |
|
|
|
|
Cash |
|
|
| |
Less: transaction costs and closing adjustments |
|
| ( | ) |
Less: Escrow balance to be recognized upon successful transition |
|
| ( | ) |
|
|
|
| |
|
|
|
|
|
Gain on disposition |
| $ |
| |
The following is the breakdown of the income generated from discontinued operations.
|
| For the years ended |
| |||||
|
| December 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net Revenue |
| $ |
|
| $ |
| ||
Cost of Goods Sold |
|
|
|
|
|
| ||
Gross Profit |
|
|
|
|
|
| ||
Operating Expenses: |
|
|
|
|
|
|
|
|
General and Administrative |
|
|
|
|
|
| ||
Selling |
|
|
|
|
|
| ||
Research and Development |
|
|
|
|
|
| ||
Total Expenses |
| $ |
|
| $ |
| ||
Income from Discontinued Operations |
| $ |
|
| $ |
| ||
| F-33 |
EXHIBIT 4(h)
EXHIBIT 4(i)
AMENDMENT NO. 2
TO
SCIENTIFIC INDUSTRIES, INC.
2022 EQUITY INCENTIVE Plan
(Effective as of January 22, 2026)
The Scientific Industries, Inc. 2022 Equity Incentive Plan (as may be amended from time to time, the “Plan”) is hereby amended as follows:
1. Section 3(a)(i) of the Plan is hereby amended and restated in its entirety to read as follows:
“3. Shares Subject to the Plan.
(a) Share Reserve.
(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 3,750,000 shares (the “Share Reserve”).”
2. Section 3(c) of the Plan is hereby amended and restated in its entirety to read as follows:
“(c) Incentive Stock Option Limit. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of ISOs will be 3,750,000.”
3. 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.
[END OF DOCUMENT]
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 Annual Report on Form 10-K 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: March 31, 2026 | By: | /s/ Helena R. Santos | |
|
|
| Helena R. Santos |
|
|
|
| Chief Executive Officer |
|
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 Annual Report on Form 10-K 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. | ||
|
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| Date: March 31, 2026 | By: | /s/ Zachary Rovinsky | |
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| Zachary Rovinsky |
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| Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION BY THE 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:
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| 1. | I have reviewed this Annual Report on Form 10-K of the Company for the year ended December 31, 2025 (“Annual Report”); |
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| 2. | the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 3. | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Scientific Industries, Inc. |
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| Scientific Industries, Inc. | ||
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| Date: March 31, 2026 | By: | /s/ Helena R. Santos | |
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| Helena R. Santos |
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| Chief Executive Officer |
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EXHIBIT 32.2
CERTIFICATION BY THE CHIEF FINANCIAL 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:
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| 1. | I have reviewed this Annual Report on Form 10-K of the Company for the year ended December 31, 2025 (“Annual Report”); |
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| 2. | the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 3. | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Scientific Industries, Inc. |
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| Scientific Industries, Inc. | ||
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| Date: March 31, 2026 | By: | /s/ Zachary Rovinsky | |
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| Zachary Rovinsky |
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| Chief Financial Officer |
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