SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 23, 2019
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SCIENTIFIC INDUSTRIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-6658
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04-2217279
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(State
or other Jurisdiction)
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(Commission
File Number)
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(IRS
Employer No.)
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80 Orville Drive
Bohemia, New York 11716
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(Address
of principal executive offices)
(631) 567-4700
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(Registrant's
telephone number, including area code)
Not Applicable
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(Former
name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Company has agreed to an extension on the same terms through
December 31, 2019 of: (i) the Consulting Agreement with Laboratory
Innovations Company, Ltd., an affiliate of Joseph G. Cremonese,
Chairman of the Board of Directors; and (ii) the Consulting
Agreement with Grace S. Morin, a director of the Company.
Each consulting agreement may be terminated by either party thereto
on at least 60 days' prior written notice.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On January 23, 2019, the Board of Directors of the Company
appointed John Moore to the Board of Directors in order to fill a
Class B Director vacancy.
Mr. Moore, age 53, is currently the Chairman of Trialogics, a
clinical trial software provider. He also serves on the Board of
Directors of Noxopharm (ASX: NOX). Mr. Moore was President,
Chief Executive Officer and a director at Acorn Energy, Inc., where
he worked from 2006 to 2016. Mr. Moore was Chairman and
EVP of ImaRx Therapeutics, a drug and medical therapy development
company, from February 2004 to February 2006 and Chairman of Elite
Pharmaceuticals from February 2003 to October 2004.
Mr. Moore was the President and founder of Edson Moore
Healthcare Ventures from 2002 to 2004, which he co-founded to
acquire $148 million in drug delivery assets from Elan
Pharmaceuticals. He was the Chief Executive Officer of
Optimer, Inc. (a research based polymer development company) from
its inception in 1994 until 2002 and Chairman from inception until
its sale to Sterling Capital in February 2008. He previously
served as a member of the board of directors of Voltaix, Inc. prior
to its sale to Air Liquid. Mr. Moore holds a B.A. in History from
Rutgers University.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
At the Annual Meeting of Stockholders of the Company held on
January 23, 2019, the stockholders took the following
actions:
1. Elected Ms. Helena R. Santos and Mr. James S. Segasture as Class
A Directors to serve until the Annual Meeting of Stockholders for
the year ended June 30, 2021 by the following votes:
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For
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Withheld
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Helena R.
Santos
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419,646
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199
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James S.
Segasture
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419,646
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199
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2. Approved by a vote of 468,503 shares for, 79 shares against, and
177 shares abstaining, the appointment by the Board of Directors of
Nussbaum Yates Berg Klein & Wolpow, LLP as the Company's
independent registered public accounting firm with respect to the
Company's financial statements for the year ending June 30,
2019.
ITEM 9.01 Financial Statements and
Exhibits
(a) and (b) not applicable
(c) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SCIENTIFIC INDUSTRIES, INC.
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Date: January 25, 2019
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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Exhibit 10.1
January
23, 2019
Mr.
Joseph Cremonese
PO Box
1907
Greensburg,
PA 15601
Dear
Joe:
Please
confirm your agreement by signing where indicated below and
returning a copy of this letter that the term of your engagement
and the engagement of
Laboratory
Innovation Company, Ltd
(collectively, the
“
Consultants
”)
pursuant to the
Fifth Amended and
Restated Consulting Agreement dated January 20, 2012
, as
amended and/or extended to date (the “
Agreement
”), with Scientific
Industries, Inc. (the “
Company
”) is hereby further
extended to December 31, 2019, subject to earlier termination by
written notice by either the Company or the Consultants delivered
to the other party at least 60 days prior to the termination date
set forth in the written notice.
There
are no other changes to the Agreement.
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Scientific
Industries, Inc.
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By:
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/s/
Helena R. Santos
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Helena
R. Santos
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President
and CEO
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Acknowledged
and Agreed to:
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Laboratory
Innovations, Ltd.
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By:
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/s/
Joseph G. Cremonese
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Joseph
G. Cremonese
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Exhibit
10.2
January
23, 2019
Ms.
Grace S. Morin
2200
Kings Hwy, Bldg 3-L, Box 206,
Port
Charlotte, FL 33980
Dear
Grace:
Please
confirm your agreement by signing where indicated below and
returning a copy of this letter that the “
Term
” of your engagement pursuant
to the Consulting Agreement dated April 1, 2009, as amended and/or
extended to date (the “
Agreement
”), with Scientific
Industries, Inc. (the “
Company
”) is hereby further
extended to December 31, 2019, subject to earlier termination by
written notice by either you or the Company delivered to the other
party at least 60 days prior to the termination date set forth in
the written notice.
There
are no other changes to the Agreement.
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Scientific
Industries, Inc.
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By:
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/s/
Helena R. Santos
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Helena
R. Santos
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President
and CEO
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Acknowledged
and Agreed to:
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By:
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/s/
Grace S. Morin
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Grace
S. Morin
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