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):
April 13, 2021
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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
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
On
April 13, 2021, Scientific Industries, Inc. (the
“Company”) entered into Amendment No. 1 (the
“Amendment”) to a Securities Purchase Agreement dated
June 18, 2020 (the “Purchase Agreement”) with the
holder of a majority of the shares sold by the Company pursuant to
the Purchase Agreement (the “Purchaser”) to amend the
text of Section 4.13(a) of the Purchase Agreement whereby the
requirement to prepare and file with the Securities and Exchange
Commission a registration statement on Form S-1 or, if available,
on Form S-3 will be effected no later than September 30, 2021 and
the Company will use its best efforts to (i)cause the registration
statement to become effective by December 31, 2021. All other terms
and conditions of the Purchase Agreement remain the
same.
Pursuant
to the Purchase Agreement, the Company had agreed that, no later
than the date that is ten (10) months after the closing date under
the Purchase Agreement, the Company would prepare and file with the
Securities and Exchange Commission a registration statement so as
to permit the registered resale of the shares sold pursuant to the
Purchase Agreement and the shares issuable upon the exercise of
warrants granted under the Purchase Agreement.
A copy
of the amendment is attached as exhibit hereto and the form of the
Purchase Agreement was attached as exhibit 10.1 to the
Company’s Current Report filed on Form 8-K on June 19,
2020.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable
(c)
Exhibits
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Form of
Amendment of Purchase Agreement, by and between the Company
and
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the
Purchaser
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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: April 13, 2021
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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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SCIENTIFIC INDUSTRIES, INC.
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 1 to the Securities Purchase Agreement (this
“Amendment”), is made on
the 13th day of April 2021, by and between Scientific Industries,
Inc., a Delaware corporation (the “Company”), and the
undersigned Purchaser to amend that certain Securities Purchase
Agreement, dated as of June 18, 2020, by and among the Company and
the Purchasers identified therein (the “Purchase Agreement”).
Capitalized terms used but not defined in this Amendment shall have
the meanings ascribed to them in the Purchase
Agreement.
WHEREAS, the
Company and the undersigned Purchasers wish to amend the Purchase
Agreement in order to, among other things, extend the date by which
the Company shall prepare and file a registration statement with
the Securities and Exchange Commission pursuant to the Purchase
Agreement;
WHEREAS, pursuant
to Section 5.4 of the Purchase Agreement, any provision of the
Purchase Agreement may be waived, amended, modified, discharged or
terminated only with the written consent of the Company and Purchasers of a majority in
interest of the Shares then outstanding; and
WHEREAS, the
undersigned Purchaser holds a majority in interest of the
Shares.
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree to amend the
Purchase Agreement in the following respects:
1. Amendments.
a. The text of Section
4.13(a) of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:
“(a)
No later than September 30, 2021, the Company
shall prepare and file with the Commission a Registration Statement
on Form S-1 or, if available, on Form S-3 (including pursuant to
Rule 415 under the Securities Act) (the “Shelf
Registration”). The
Company shall use its best efforts to (i) cause the Shelf
Registration filed pursuant to this Section 4.13(a) to be declared
effective by the Commission or otherwise become effective under the
Securities Act by December 31, 2021 and (ii) keep such Shelf
Registration continuously effective and in compliance with the
Securities Act and useable for the resale of Registrable Securities
for a period of one year. Prior to the filing of the Shelf
Registration, the Company shall provide written notice to all
holders of Registrable Securities of the anticipated filing thereof
and the right of the holders of Registrable Securities to include
Registrable Securities in the Registration Statement. The Company
shall include in such Shelf Registration all Registrable Securities
with respect to which the Company has received written requests for
inclusion therein within twenty days after the receipt of the
Company’s notice.”
2. Scope.
Except as specifically amended hereby, all of the terms and
conditions of the Purchase Agreement shall remain in full force and
effect and none of the terms, conditions, representations,
warranties, obligations, covenants or agreements contained in the
Purchase Agreement, and none of the rights, remedies or obligations
thereunder of the parties thereto, are amended, modified or waived
in any respect by this Amendment. All references to the Purchase
Agreement in any other document or instrument shall be deemed to
mean the Purchase Agreement as amended by this
Amendment.
3. Governing
Law. This Amendment shall be governed by and construed under
the laws of the State of Delaware, without regard to conflicts of
laws principles.
4. Counterparts.
This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
be considered one and the same agreement.
5. Entire
Agreement. This Amendment, the Purchase Agreement, and the
documents referred to therein constitute the entire agreement among
the parties, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants
except as specifically set forth herein or therein.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Securities Purchase Agreement as of the date first above
written.
COMPANY:
SCIENTIFIC
INDUSTRIES, INC.
/S/
HELENA R. SANTOS
Name:
Helena Santos
Title:
President and Chief Executive Officer
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Securities Purchase Agreement as of the date first above
written.
PURCHASER:
ROY
T. EDDLEMAN LIVING TRUST UAD 8172000
/S/
ROY T. EDDLEMAN
By:
____________________________
Name:
Roy T. Eddleman
Title:
Trustee