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):
June 23, 2022
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
Bohemia, New York 11716
__________________________________________________
(Address of principal executive offices)
(631) 567-4700
__________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
__________________________________________________
(Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 23, 2022, the Employment Agreement by and between Scientific Industries, Inc (the “Company”) and Mr. Robert Nichols, President of the Genie Products Division of the Benchtop Laboratory Equipment operations of the Company and Corporate Secretary, was amended to extend the employment term for an additional three (3) year period commencing June 30, 2022 and ending June 30, 2025. All other terms of Mr. Nichols’ Employment Agreement remain unchanged.
On June 23, 2022, the Employment Agreement by and between the Company and Ms. Helena Santos, the Company’s President and Chief Executive Officer, was amended to extend the employment term for an additional three (3) year period commencing June 30, 2022 and ending June 30, 2025. All other terms of Ms. Santos’ Employment Agreement remain unchanged.
ITEM 9.01 Financial Statements and Exhibits
(a),(b),(c) not applicable
(d) Exhibits
Exhibit No |
| Description |
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10.1 |
| Employment agreement dated July 1, 2017 by and between the Company and Mr. Nichols (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and incorporated by reference thereto). |
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10.3 |
| Employment agreement dated July 1, 2017 by and between the Company and Ms. Santos (filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and incorporated by reference thereto). |
|
2 |
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. | ||
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Date: June 27, 2022 | By: | /s/ Helena R. Santos |
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| Helena R. Santos, |
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| President and Chief Executive Officer |
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3 |
EXHIBIT 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement between Scientific Industries, Inc. (the “Company”) and Robert Nichols (“Employee”) is made this 23rd day of June, 2022 (“Amendment”). The Company and Employee are hereinafter collectively referred to as the “Parties.”
WHEREAS, the Company and Employee are parties to an existing Employment Agreement, dated July 1, 2017(the “Agreement”);
WHEREAS, the Initial Term (as defined in the Agreement) expired on June 30, 2020;
WHEREAS, the Company and Employee extended the Initial Term of the Agreement for two additional one (1) year periods in accordance with Section 1 of the Agreement, such that the Term (as defined in the Agreement) of the Agreement was set to expire on June 30, 2022;
WHEREAS, Section 17 of the Agreement also permits the Parties to amend the Agreement by a writing signed by each of the Parties; and
WHEREAS, pursuant to Section 17 of the Agreement, the Parties wish to amend the Agreement to provide for an additional extension of the Term of the Agreement, as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows.
1. Recitals. The above recitals are incorporated herein.
2. Extension of the Term of the Agreement. Pursuant to Section 17 of the Agreement, the Parties agree to extend Employee's employment with the Company for an additional three (3) year period commencing June 30, 2022, and ending June 30, 2025, which may be extended again by mutual agreement.
3. Miscellaneous. In all other respects, the Agreement between the Parties shall remain in full force and effect and there are no other changes or amendments to the Agreement, except as set forth in this Amendment. The Parties may execute this Amendment in several counterparts, each of which is deemed an original, but all of which constitutes one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement on the date set forth above.
Scientific Industries, Inc.
| By: | /s/ Helena Santos |
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| /s/ Robert Nichols |
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| Name: Helena Santos |
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| Robert Nichols |
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| Title: Chief Executive Officer |
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EXHIBIT 10.4
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement between Scientific Industries, Inc. (the “Company”) and Helena Santos (“Employee”) is made this 23rd day of June, 2022 (“Amendment”). The Company and Employee are hereinafter collectively referred to as the “Parties.”
WHEREAS, the Company and Employee are parties to an existing Employment Agreement, dated July 1, 2017 (the “Agreement”);
WHEREAS, the Initial Term (as defined in the Agreement) expired on June 30, 2020;
WHEREAS, the Company and Employee extended the Initial Term of the Agreement for two additional one (1) year periods in accordance with Section 1 of the Agreement, such that the Term (as defined in the Agreement) of the Agreement was set to expire on June 30, 2022;
WHEREAS, Section 18 of the Agreement also permits the Parties to amend the Agreement by a writing signed by each of the Parties; and
WHEREAS, pursuant to Section 18 of the Agreement, the Parties wish to amend the Agreement to provide for an additional extension of the Term of the Agreement, as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties, intending to be legally bound, agree as follows.
1. Recitals. The above recitals are incorporated herein.
2. Extension of the Term of the Agreement. Pursuant to Section 18 of the Agreement, the Parties agree to extend Employee's employment with the Company for an additional three (3) year period commencing June 30, 2022, and ending June 30, 2025, which may be extended again by mutual agreement.
3. Miscellaneous. In all other respects, the Agreement between the Parties shall remain in full force and effect and there are no other changes or amendments to the Agreement, except as set forth in this Amendment. The Parties may execute this Amendment in several counterparts, each of which is deemed an original, but all of which constitutes one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Agreement on the date set forth above.
Scientific Industries, Inc.
| By: | /s/ John A. Moore |
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| /s/ Helena Santos |
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| Name: John A. Moore |
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| Helena Santos |
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| Title: Chairman |
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