Scientific Industries Inc 8-K/A, filed Jul 12, 2021

Scientific Industries Inc (SCND)

8-K/A 2021-07-12 For: 2021-04-28

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Added on April 06, 2026

About this 8-K/A

Scientific Industries Inc filed this 8-K/A on July 12, 2021, reporting on events of April 28, 2021.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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

Exhibit No.	Description
4.1	Form of Warrant (1)
4.2	Registration Rights Agreement by and among the Company and the Investors (1)
10.1	Acquisition Agreement by and among the Company and the Sellers (1)
10.2	Form of Service Agreement (1)
10.3	Purchase Agreement by and among the Company and the Investors (1)

99	Financial Statements:
99.1	Audited Financial Statements of Business Acquired
99.2	The unaudited Pro Forma Condensed Combined Financial Statements

	SCIENTIFIC INDUSTRIES, INC.


Date: July 12, 2021	By:	/s/ Helena R. Santos
		Helena R. Santos,
		President and Chief Executive Officer

	Scientific Industries, Inc.(Historical)	Aquila Biolabs GmbH (Historical)	Pro Forma Adjustments	Pro Forma Combined	Notes
Assets
Current assets
Cash and cash equivalents	$627,500	$97,200	$-	$724,700
Investment securities	5,325,700	1,200	(360,000)	4,966,900	a
Trade accounts receivable, less allowance for doubtful accounts as of March 31, 2021	1,822,500	155,700	-	1,978,200
Inventories	2,885,200	179,000	-	3,064,200
Income tax receivable	336,300	-	-	336,300
Prepaid expenses and other current assets	62,600	23,000	-	85,600
Total current assets	11,059,800	456,100	(360,000)	11,155,900

Property and equipment, net	383,700	40,100	-	423,800
Intangible assets, net	121,500	-	2,517,300	2,638,800	c
Goodwill	257,300	-	3,847,300	4,104,600	d
Other assets	48,400	-	-	48,400
Deferred taxes	1,189,400	3,200	1,858,800	3,051,400	b
Operating lease right-of-use assets	715,600	-	-	715,600
Total assets	$13,775,700	$499,400	$7,863,400	$22,138,500

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$477,200	$47,800	$-	$525,000
Accrued expenses	456,500	68,100	-	524,600
Contract liabilities	-	15,900	-	15,900
Contingent consideration, current portion	195,800	-	-	195,800
Bank overdraft	50,600	-	-	50,600
Operating lease liabilities, current portion	50,300	-	-	50,300
Payroll Protection Program loan, current portion	563,800	-	-	563,800
Total current liabilities	1,794,200	131,800	-	1,926,000

Payroll Protection Program loan, less current portion	433,800	-	-	433,800
Contingent consideration payable, less current portion	30,300	-	-	30,300
Operating lease liabilities, less current portion	735,300	-	-	735,300
Retention bonus pay	-	-	59,400	59,400	e
Deferred tax liability	-	-	767,500	767,500	f
Other Long-term liabilities	-	760,400	-	760,400
Total liabilities	2,993,600	892,200	826,900	4,712,700

Shareholders' equity:
Common stock	144,200	68,600	-	212,800
Additional paid-in capital	10,040,600	2,226,100	4,349,000	16,615,700	g
Retained earnings	649,800	(2,687,500)	2,687,500	649,800	h
Less common stock held in treasury at cost	(52,500)	-	-	(52,500)
Total stockholders' equity	10,782,100	(392,800)	7,036,500	17,425,800
Total liabilities and stockholders' equity	$13,775,700	$499,400	$7,863,400	$22,138,500

	Scientific Industries, Inc.(Historical)	Aquila Biolabs GmbH (Historical)	Pro Forma Adjustment	Pro Forma Combined	Notes
Revenue	$7,245,100	$601,600	$-	$7,846,700

Cost of revenues	3,419,400	101,200	-	3,520,600

Gross profit	3,825,700	500,400	-	4,326,100

Operating expenses:
General and administrative	2,441,700	411,800	366,300	3,219,800	i
Selling	2,659,900	337,300	-	2,996,300
Research and development	1,024,000	394,200	-	1,418,200
Total operating expenses	6,124,700	1,143,300	366,300	7,634,300

Loss from operations	(2,299,000)	(642,900)	(366,300	(3,308,200)

Other Income (expense):
Other income (expense), net	22,300	(19,000)	-	3,300
Interest income	71,500	3,100	-	74,600
Total other income (expense), net	93,800	(15,900)	-	77,900

Loss before income tax (benefit)	(2,205,200)	(658,800)	(366,300)	(3,230.300)

Income tax (benefit), deferred:	(482,100)	-	(115,400)	(597,500)	j

Net loss from continuing operations	(1,723,100)	(658,800)	(250,900)	(2,632,800)

Net loss	$(1,723,100)	$(658,800)	$(250,900)	$(2,632,800)

Basic and diluted income (loss) per common share:

Continuing operations	$(1.14)			$(0.59)

Consolidated operations	$(1.14)			$(0.59)

Weighted average common shares, basic	1,515,103			4,458,143

Weighted average common shares outstanding	1,515,103			4,458,143

	Amount	Useful life
Fair value of assets acquired
Current assets:
Cash and cash equivalents	97,300
Accounts receivable	163,300
Inventory	179,000
Prepaid expenses and other current assets	44,000
Tax loss carryforwards	1,858,800
Identifiable intangible assets
Covenant not to compete	784,500	4 years
In process research and development	742,100	5 years
Tradename	452,300	6 years
Patents	286,200	7 years
Customer relationships	252,200	8 years
Total assets acquired	$4,859,700

Fair value of liabilities assumed
Accounts payable	$-
Accrued expenses and other current liabilities	59,400
Deferred tax liability	767,500
Total liabilities assumed	826,900
Total identifiable net assets	4,032,800
Fair value of consideration transferred	7,880,100
Goodwill	$3,847,300