SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
 
FORM 8-K
_________________________________________________
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):
February 26, 2021
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SCIENTIFIC INDUSTRIES, INC.
_________________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
000-6658
 
04-2217279
(State or other Jurisdiction)
 
(Commission File Number)
 
(IRS Employer No.)
 
 
80 Orville Drive, Suite 102
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
__________________________________________________
(Former name or former address, if changed since last report)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
 
On February 26, 2021, Scientific Industries, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the stockholders of the Company approved an amendment to the 2012 Stock Option Plan of the Company to increase the number of shares of common stock available for issuance thereunder by 943,000 shares, from 307,000 to 1,250,000 shares.
 
 
The foregoing description of the amendment to the 2012 Stock Option Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
 
At the Annual Meeting, the stockholders of the Company approved an amendment to the Certificate of Incorporation of the Company to increase the number of authorized shares of the Company’s common stock by 3,000,000 shares from 7,000,000 to 10,000,000 shares.
 
 
The Company’s Board of Directors previously approved the amendment to the Certificate of Incorporation and, on March 1, 2021, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective at 5:00 p.m., Eastern time, on March 1, 2021.
 
 
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
At the Annual Meeting, the stockholders took the following actions:
 
1. Elected Mr. Joseph G. Cremonese and Mr. Christopher Cox as Class C Directors to serve until the Annual Meeting of Stockholders for the year ended June 30, 2023 by the following votes:
 
 
 
For
Withheld
Joseph G. Cremonese
1,857,908
11,974
Christopher Cox
1,859,033
10,848
 
2. Approved by a vote of 1,892,726 shares for, 226,590 shares against, and 712 shares abstaining, the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock by 3,000,000 shares, from 7,000,000 to 10,000,000 shares.
 
3. Approved by a vote of 1,834,864 shares for, 21,190 shares against, and 13,828 shares abstaining, the amendment to the Company’s 2012 Stock Option Plan to increase the number of shares available for issuance thereunder by 943,000 shares, from 307,000 to 1,250,000 shares.
 
4. Approved by a vote of 2,119,903 shares for, 120 shares against, and 6 shares abstaining, the appointment by the Board of Directors of Nussbaum Berg Klein & Wolpow CPAs LLP as the Company's independent registered public accounting firm with respect to the Company's financial statements for the year ending June 30, 2021.
 
 
ITEM 9.01 Financial Statements and Exhibits
 
(a) and (b) not applicable
 
(c) Exhibits
 
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Certificate of Incorporation
4.1
 
Amendment to 2012 Stock Option Plan
 
 
 
 
 
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
SCIENTIFIC INDUSTRIES, INC.
 
 
 
 
 
 
 
 
Date: March 1, 2021
By:
/s/ Helena R. Santos
 
 
 
Helena R. Santos,
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF SCIENTIFIC INDUSTRIES, INC.
 
(Pursuant to Sections 228 and 242 of the
General Corporation Law of the State of Delaware)
 
Scientific Industries, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
 
DOES HEREBY CERTIFY:
 
FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted at a meeting proposing and declaring advisable the amendment to the Certificate of Incorporation of the Corporation filed on July 2, 1954, as amended by that certain Certificate of Amendment filed on May 18, 1955, as further amended by that certain Certificate of Amendment filed on October 8, 1957, as further amended by that certain Certificate of Amendment filed on November 1, 1968, as further amended by that certain Certificate of Amendment filed on October 19, 1970, as further amended by that certain Certificate of Amendment filed on March 1, 1984, as further amended by that certain Certificate of Amendment filed on January 28, 1985, and as further amended by that certain Certificate of Amendment filed on December 19, 1986 (collectively, the “Certificate”), and directing that such amendments be submitted to the stockholders of the Corporation for consideration:
 
RESOLVED, that Article FOUR of the Certificate shall be amended and restated in its entirety as follows:
 
“FOUR: The number of shares which the Corporation is authorized to issue is Ten Million (10,000,000) shares, and the par value of each of such shares is five cents ($0.05).”
 
SECOND: That the foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the DGCL.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation, on __________, 2020.
 
 
 
 
SCIENTIFIC INDUSTRIES, INC.
 
 
 
 
 
 
By:
 
 
 
 
Name: Helena R. Santos
 
 
 
Title: President, Chief Executive Officer,
Chief Financial Officer and Treasurer
 
 
 
 
 
 
 
Exhibit 4.1
 
AMENDMENT NO. 2
TO
SCIENTIFIC INDUSTRIES, INC.
2012 STOCK OPTION PLAN
 
(Effective as of [●], 2020)
 
The Scientific Industries, Inc. 2012 Stock Option Plan (as may be amended from time to time, the “Plan”) is hereby amended as follows:
 
1. Section 2 of the Plan is hereby amended and restated in its entirety to read as follows:
 
“2. Shares Subject to Plan. Options may be granted to purchase up to One Million One Hundred Ninety Three Thousand (1,193,000) shares of the common stock, par value $0.05 per share (the “Common Stock”), of the Company. In addition, to the extent that options previously granted under the 2002 Stock Option Plan of the Company (the “Prior Plan”) expire or terminate for any reason without having been exercised, then options exercisable for that same number of shares of Common Stock, up to a maximum of Fifty-Seven Thousand (57,000) shares, may be granted pursuant to the Plan. For the purpose of this Section 2, the number of shares purchased upon the exercise of an Option shall be determined without giving effect to the use by a Participant of the right set forth in Section 7(C) hereof to deliver shares of Common Stock in payment of all or a portion of the option price or the use by a Participant of the right set forth in Section 11(C) hereof to cause the Company to withhold from the shares of the Common Stock otherwise deliverable to him or her upon the exercise of an Option, shares of Common Stock in payment of all or a portion of his or her withholding obligation arising from such exercise. If any Options expire or terminate for any reason without having been exercised in full, new Options may thereafter be granted to purchase the unpurchased shares subject to such expired or terminated Options. Subject to the provisions of Section 10, the maximum number of shares of Common Stock which may be issued in accordance with the provisions of this Section 2 shall be One Million Two Hundred Fifty Thousand (1,250,000) shares.”
 
2. 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.