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  4. [10-Q] SCIENTIFIC INDUSTRIES INC Quarterly Earnings Report

Scientific Industries (OTC: SCND) lifts H1 2026 revenue but posts $2.8M loss

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Scientific Industries, Inc. reported higher revenue but continued losses for the quarter and six months ended June 30, 2026. Net revenues rose to $1,470,400 for the quarter and $2,697,500 for the six months, up from $1,081,000 and $2,023,300 in 2025, driven mainly by growth in Benchtop Laboratory Equipment and increased Bioprocessing Systems sales.

Gross margin improved to 42.3% for the quarter and 40.5% year-to-date, compared with 34.8% and 35.6% a year earlier, helped by higher-margin DOTS bioprocessing products. Operating expenses fell materially, with six‑month general and administrative costs down to $1,300,900 from $1,774,000 and selling expenses down to $1,334,200 from $1,528,100, reflecting headcount reductions and cost savings.

The company still recorded a six‑month loss from continuing operations of $(2,823,100), improved from $(3,854,900). Cash and cash equivalents were $616,500 and investment securities $3,932,000 at June 30, 2026. Net cash used in operating activities was $(1,897,600), better than $(3,204,500) in 2025. Management expects cash, investments, and proceeds and payments related to the 2025 Genie Division sale to fund operations for at least one year, while acknowledging reliance on expense reductions, revenue growth and potentially additional capital.

Positive

  • Revenue growth and margin expansion: Net revenues increased 36% in Q2 and 33.3% year‑to‑date to $2,697,500, while gross margin improved to 40.5% from 35.6%, supported by higher-margin DOTS bioprocessing products.
  • Reduced losses and cash burn: Six‑month loss from continuing operations narrowed to $(2,823,100) from $(3,854,900), and net cash used in operating activities improved to $(1,897,600) from $(3,204,500), reflecting cost reductions.
  • Benchtop segment profitability: For Q2 2026, Benchtop Laboratory Equipment generated $1,196,200 in revenue and a segment operating gain of $57,500, indicating a profitable core hardware franchise post‑Genie sale.

Negative

  • Continuing significant losses: Despite improvements, the company posted a six‑month net loss of $(2,823,100) from continuing operations and carries an accumulated deficit of $37,974,000.
  • Ongoing negative operating cash flow: Net cash used in operating activities was $(1,897,600) for the first half of 2026, indicating the business is not yet self‑funding.
  • Customer and vendor concentration: Two customers represented about 35% of six‑month revenue, and one vendor accounted for 16% of purchases, exposing the company to counterparty risk.

Filing Explained

Shares were unchanged at June 30, 2026, but 3,326,518 outstanding options could affect ownership if exercised.

As a Form 10-Q, this is an unaudited interim report, and the company reports its financial position and operations for the quarter ended June 30, 2026. The company evaluated its ability to fund operations for at least one year and says its current plan is expected to provide that funding, while also stating that continued expense reductions, higher revenue, or additional external capital may be needed and that the plan is not assured.

At June 30, 2026, Scientific Industries had $11,928,599 shares issued and outstanding, unchanged from December 31, 2025. The filing also reports 3,326,518 outstanding stock options, including 1,112,000 granted during the first six months at a $0.60 exercise price; these are not current shares, but exercise would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Two customers accounted for approximately 49% of revenue in the quarter, creating a specifically disclosed concentration in reported sales. As a subsequent event, the July 30 lease amendment reduced the Bohemia premises by 5,003 square feet, permits subleasing an additional 5,000 square feet, and extends the lease through October 2031.

The next financial statements will provide the relevant update on the operating plan described in the liquidity and going-concern disclosure, while the equity note identifies the option balance and the sales-concentration line as items requiring continued monitoring.

Q2 2026 Revenue $1,470,400 Net revenues for the three months ended June 30, 2026 vs $1,081,000 in 2025
H1 2026 Revenue $2,697,500 Net revenues for the six months ended June 30, 2026 vs $2,023,300 in 2025
H1 2026 Net Loss from Continuing Operations $(2,823,100) Six months ended June 30, 2026 net loss from continuing operations vs $(3,854,900)
Net Cash Used in Operating Activities H1 2026 $(1,897,600) Net cash used in operating activities for the six months ended June 30, 2026
Cash and Cash Equivalents $616,500 Balance as of June 30, 2026
Investment Securities $3,932,000 Fair value of investment securities as of June 30, 2026
Accumulated Deficit $37,974,000 Accumulated deficit as of June 30, 2026
Total Assets $10,106,900 Total assets as of June 30, 2026
discontinued operations financial
"The following is the breakdown of the income generated from discontinued operations."
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
fair value hierarchy financial
"the Company’s financial assets that were accounted for at fair value on a recurring basis"
Level 3 financial
"For Level 3 investments, where observable inputs are not available, the fair value was"
Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.
Bioprocessing Systems technical
"the manufacture, design, and marketing of bioprocessing systems and products"
going concern financial
"raise substantial doubt about the Company’s ability to continue as a going concern for at least one year"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
valuation allowance financial
"The Company maintains a full valuation allowance of $13,484,039 as of June 30, 2026"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
Revenue $2,697,500 Increased from $2,023,300 for the six months ended June 30, 2025
Net loss from continuing operations $(2,823,100) Improved from $(3,854,900) for the six months ended June 30, 2025
Gross margin 40.5% Increased from 35.6% for the six months ended June 30, 2025

FAQ

How did Scientific Industries (SCND) revenue perform in Q2 2026?
Scientific Industries reported $1,470,400 in net revenue for Q2 2026, up from $1,081,000 in Q2 2025. Growth came mainly from Benchtop Laboratory Equipment sales and higher Bioprocessing Systems revenue.

What was Scientific Industries (SCND) net loss for the first half of 2026?
For the six months ended June 30, 2026, Scientific Industries recorded a net loss from continuing operations of $(2,823,100), improving from $(3,854,900) in the prior-year period as revenues rose and operating expenses declined.

What is Scientific Industries (SCND) liquidity position as of June 30, 2026?
As of June 30, 2026, Scientific Industries held $616,500 in cash and cash equivalents and $3,932,000 in investment securities. Management believes these resources and Genie Division sale-related cash will fund operations for at least one year.

How are Scientific Industries’ (SCND) business segments performing?
In Q2 2026, Benchtop Laboratory Equipment generated $1,196,200 in revenue and a $57,500 operating gain, while Bioprocessing Systems produced $274,200 in revenue but a $(1,071,000) operating loss as it remains in a growth stage.

What impact did the Genie Division sale have on Scientific Industries (SCND)?
The August 2025 Genie Division sale provided $9,600,000 of base consideration plus up to $1,500,000 in earn-out. In H1 2026, $360,000 from related agreements reduced operating expenses, and receivables and payables with the buyer appear in discontinued operations.

Does Scientific Industries (SCND) face going concern or capital needs?
Scientific Industries has recurring losses and used $(1,897,600) in operating cash in H1 2026, but management expects existing cash, investments, and Genie-related cash flows to support operations for at least one year, while pursuing expense cuts and revenue growth.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________to________ Commission file number 0-6658

 

SCIENTIFIC INDUSTRIES, INC.

(Exact Name of Registrant as specified in Its Charter)

 

Delaware

 

04-2217279

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

80 Orville Drive, Suite 102, Bohemia, New York

 

11716

(Address of principal executive offices)

 

(Zip Code)

 

(631) 567-4700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock $.05 par value

 

SCND

 

OTC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

 

Emerging Growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s common stock, par value $.05 per share (“Common Stock”) as of August 13, 2026 is 11,928,599 shares.

 

 

 

 

SCIENTIFIC INDUSTRIES, INC.

Table of Contents

 

PART I - Financial Information

 

 

 

 

 

 

 

 

Item 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

6

 

 

 

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

 

 

 

 

 

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

18

 

 

 

 

 

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

21

 

 

 

 

 

 

Item 4.

CONTROLS AND PROCEDURES

 

21

 

 

 

PART II - Other Information

 

 

 

Item 1.

Legal Proceedings

 

22

 

 

 

 

 

 

Item 1A.

Risk Factors

 

22

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

22

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

22

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

22

 

 

 

 

 

 

Item 5.

Other Information

 

22

 

 

 

 

 

 

Item 6.

Exhibits

 

23

 

 

 

 

 

 

SIGNATURE

 

24

 

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of June 30,

2026

 

 

As of December 31,

2025

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$616,500

 

 

$955,000

 

Investment securities

 

 

3,932,000

 

 

 

5,705,000

 

Trade accounts receivable, less allowance for doubtful accounts of $8,300 at June 30, 2026 and December 31, 2025

 

 

517,100

 

 

 

865,800

 

Inventories

 

 

1,555,500

 

 

 

1,401,300

 

Income tax receivable

 

 

73,600

 

 

 

73,600

 

Prepaid expenses and other current assets

 

 

941,900

 

 

 

1,115,300

 

Current assets of discontinued operations

 

 

490,400

 

 

 

272,900

 

Total current assets

 

 

8,127,000

 

 

 

10,388,900

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

604,400

 

 

 

690,900

 

Goodwill

 

 

115,300

 

 

 

115,300

 

Other intangible assets, net

 

 

81,000

 

 

 

103,500

 

Inventories

 

 

384,800

 

 

 

346,700

 

Operating lease right-of-use assets

 

 

756,000

 

 

 

924,000

 

Other assets

 

 

38,400

 

 

 

38,300

 

Total assets

 

$10,106,900

 

 

$12,607,600

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$525,900

 

 

$449,100

 

Accrued expenses

 

 

510,900

 

 

 

416,700

 

Contract liabilities

 

 

129,600

 

 

 

99,800

 

Lease liabilities, current portion

 

 

360,300

 

 

 

371,400

 

Current liabilities of discontinued operations

 

 

75,500

 

 

 

12,300

 

Total current liabilities

 

 

1,602,200

 

 

 

1,349,300

 

 

 

 

 

 

 

 

 

 

Lease liabilities, less current portion

 

 

430,400

 

 

 

595,300

 

Total liabilities

 

 

2,032,600

 

 

 

1,944,600

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Common stock, $0.05 par value; 30,000,000 shares authorized; 11,928,599 shares issued and outstanding at June 30, 2026 and December 31, 2025

 

 

596,400

 

 

 

596,400

 

Additional paid-in capital

 

 

45,318,300

 

 

 

45,039,500

 

Accumulated other comprehensive income

 

 

133,600

 

 

 

178,000

 

Accumulated deficit

 

 

(37,974,000 )

 

 

(35,150,900 )

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

8,074,300

 

 

 

10,663,000

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$10,106,900

 

 

$12,607,600

 

 

See notes to unaudited condensed consolidated financial statements.

 

 
3

Table of Contents

 

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

 

 

 For the Three Months Ended June 30,

 

 

 For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues

 

$1,470,400

 

 

$1,081,000

 

 

$2,697,500

 

 

$2,023,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

847,700

 

 

 

704,300

 

 

 

1,604,900

 

 

 

1,302,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

622,700

 

 

 

376,700

 

 

 

1,092,600

 

 

 

721,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

553,900

 

 

 

744,800

 

 

 

1,300,900

 

 

 

1,774,000

 

Selling

 

 

647,100

 

 

 

774,300

 

 

 

1,334,200

 

 

 

1,528,100

 

Research and development

 

 

694,500

 

 

 

677,100

 

 

 

1,398,100

 

 

 

1,329,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,895,500

 

 

 

2,196,200

 

 

 

4,033,200

 

 

 

4,631,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(1,272,800 )

 

 

(1,819,500 )

 

 

(2,940,600 )

 

 

(3,910,200 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

(1,400 )

 

 

8,000

 

 

 

25,700

 

 

 

20,400

 

Interest income

 

 

40,400

 

 

 

14,700

 

 

 

91,800

 

 

 

34,900

 

Total other income, net

 

 

39,000

 

 

 

22,700

 

 

 

117,500

 

 

 

55,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before income tax expense

 

 

(1,233,800 )

 

 

(1,796,800 )

 

 

(2,823,100 )

 

 

(3,854,900 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$(1,233,800 )

 

 

(1,796,800 )

 

$(2,823,100 )

 

$(3,854,900 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of tax

 

$-

 

 

$273,100

 

 

$-

 

 

$552,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(1,233,800 )

 

$(1,523,700 )

 

$(2,823,100 )

 

$(3,302,200 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

30,100

 

 

 

155,200

 

 

 

(44,400 )

 

 

279,600 

Comprehensive gain (loss)

 

 

30,100

 

 

$155,200

 

 

 

(44,400 )

 

 

279,600 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

$(1,203,700 )

 

 

(1,368,500 )

 

$(2,867,500 )

 

$(3,022,600 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$(0.10 )

 

$(0.16 )

 

$(0.24 )

 

$(0.35 )

Discontinued operations

 

 

-

 

 

 

0.03

 

 

 

-

 

 

 

0.05

 

Consolidated operations

 

$(0.10 )

 

$(0.13 )

 

$(0.24 )

 

$(0.30 )

Weighted Average Shares Outstanding

 

 

11,928,599

 

 

 

11,345,907

 

 

 

11,928,599

 

 

 

10,867,040

 

 

See notes to unaudited condensed consolidated financial statements.

 

 
4

Table of Contents

 

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

Other

Comprehensive

Income

 

 

Accumulated

 

 

Total

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Loss)

 

 

Deficit

 

 

Equity

 

Balance December 31, 2025

 

 

11,928,599

 

 

$596,400

 

 

$45,039,500

 

 

$178,000

 

 

$(35,150,900)

 

$10,663,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,589,300)

 

 

(1,589,300)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(74,500)

 

 

-

 

 

 

(74,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

116,300

 

 

 

-

 

 

 

-

 

 

 

116,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2026

 

 

11,928,599

 

 

$596,400

 

 

$45,155,800

 

 

$103,500

 

 

$(36,740,200)

 

$9,115,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,233,800)

 

$(1,233,800)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,100

 

 

 

 

 

 

 

30,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

162,500

 

 

 

 

 

 

 

 

 

 

 

162,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2026

 

 

11,928,599

 

 

$596,400

 

 

$45,318,300

 

 

$133,600

 

 

$(37,974,000)

 

$8,074,300

 

 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

Other

Comprehensive

Income

 

 

Accumulated

 

 

Total

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Loss)

 

 

Deficit

 

 

Equity

 

Balance December 31, 2024

 

 

10,503,599

 

 

$525,200

 

 

$42,637,800

 

 

$(113,100 )

 

$(33,930,500 )

 

$9,119,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,057,100 )

 

 

(2,057,100 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

278,600

 

 

 

278,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

124,400

 

 

 

-

 

 

 

124,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

302,600

 

 

 

-

 

 

 

-

 

 

 

302,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2025

 

 

10,503,599

 

 

$525,200

 

 

$42,940,400

 

 

$11,300

 

 

$(35,709,000 )

 

$7,767,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,796,800 )

 

 

(1,796,800 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

273,100

 

 

 

273,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

 

 

1,050,000

 

 

 

52,500

 

 

 

1,399,700

 

 

 

 

 

 

 

 

 

 

 

1,452,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

155,200

 

 

 

 

 

 

 

155,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

72,600

 

 

 

 

 

 

 

 

 

 

 

72,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2025

 

 

11,553,599

 

 

$577,700

 

 

$44,412,700

 

 

$166,500

 

 

$(37,232,700 )

 

$7,924,200

 

 

See notes to unaudited condensed consolidated financial statements

 

 
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Table of Contents

 

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

For the Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Operating activities:

 

 

 

 

 

 

Net loss

 

$(2,823,100 )

 

$(3,302,200 )

Less: Income from discontinued operations, net of tax

 

 

-

 

 

 

552,700

 

Loss from continuing operations

 

$(2,823,100 )

 

$(3,854,900 )

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

106,100

 

 

 

321,000

 

Stock-based compensation

 

 

278,800

 

 

 

375,200

 

Gain on sale of investment securities

 

 

-

 

 

 

(20,100 )

Unrealized holding loss (gain) on investment securities

 

 

18,100

 

 

 

(8,600 )

Noncash lease expense

 

 

168,000

 

 

 

101,600

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Trade accounts receivable

 

 

348,700

 

 

 

159,500

 

Inventories

 

 

(192,300 )

 

 

(83,100 )

Prepaid and other current assets

 

 

173,300

 

 

 

(171,000 )

Other assets

 

 

-

 

 

 

4,300

 

Accounts payable

 

 

76,800

 

 

 

59,200

 

Accrued expenses

 

 

94,200

 

 

 

18,800

 

Contract liabilities

 

 

29,800

 

 

 

-

 

Lease liabilities

 

 

(176,000 )

 

 

(106,400 )

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(1,897,600 )

 

 

(3,204,500 )

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Purchases of investment securities

 

 

(115,900 )

 

 

-

 

Redemption of investment securities

 

 

1,871,000

 

 

 

1,613,900

 

Capital expenditures

 

 

(14,500 )

 

 

(33,200 )

 

 

 

 

 

 

 

 

 

Net cash provided by investing activities

 

 

1,740,600

 

 

 

1,580,700

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

 

1,452,200

 

Net cash provided by financing activities

 

$-

 

 

$1,452,200

 

 

 

 

 

 

 

 

 

 

Discontinued Operations:

 

 

 

 

 

 

 

 

Net cash (used in) provided by discontinued operations

 

 

(154,300 )

 

 

441,600

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(311,300 )

 

 

270,000

 

 

 

 

 

 

 

 

 

 

Effect of changes in foreign currency exchange rates on cash and cash equivalents

 

 

(27,200 )

 

 

33,500

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(338,500 )

 

 

303,500

 

Cash and cash equivalents, beginning of period

 

 

955,000

 

 

 

587,900

 

Cash and cash equivalents, end of period

 

$616,500

 

 

$891,400

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

Noncash financing activities

 

 

 

 

 

 

 

 

Record right-of-use assets

 

$

18,400

 

 

$

-

 

Record lease liabilities

 

$

18,400

 

 

$

-

 

 

See notes to unaudited condensed consolidated financial statements

 

 
6

Table of Contents

 

SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Nature of the Business and Basis of Presentation

 

Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment, weight and measurement and bioprocessing systems and products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has a location in Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and administrative facilities in Pearl River, New York and Pittsburgh, Pennsylvania related to sales and marketing. The products, which are sold to customers worldwide, include laboratory and pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools.

 

The accompanying (a) unaudited condensed balance sheet as of December 31, 2025, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements are prepared pursuant to the Securities and Exchange Commission’s rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements are not included herein. The Company believes all adjustments necessary for a fair presentation of these interim statements have been included and that they are of a normal and recurring nature. These interim statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The results for the six months ended June 30, 2026, are not necessarily an indication of the results for the full fiscal year ending December 31, 2026.

 

2. Significant Accounting Policies

 

Principles of Consolidation

 

In the opinion of our management, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis consistent with the audited Consolidated Financial Statements and include all adjustments necessary for the fair presentation of the Company’s financial condition, results of operations and cash flows for the interim periods presented. Such adjustments are of a normal, recurring nature. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. Reference should be made to the Consolidated Financial Statements contained in our 2025 Form 10-K.

 

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Scientific Industries, Inc., Scientific Bioprocessing Holdings, Inc. (“SBHI”), a Delaware corporation and wholly-owned subsidiary, which holds 100% of the outstanding stock of Scientific Bioprocessing, Inc. (“SBI”), a Delaware corporation, and aquila biolabs GmbH (“Aquila”), a German corporation (all collectively referred to as the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.

 

Liquidity and Going Concern Considerations

 

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date the Unaudited Condensed Consolidated Financial Statements are issued.  The Company has recorded recurring losses from operations and continued cash outflow from operating activities as a result of its strategic focus on the Bioprocessing Systems Operations, which is still in its start-up stage.

 

Historically the Company has relied on equity financings to support its business operations. For the six months ended June 30, 2026, the Company generated negative cash flows from operations of $1,897,600. The Company has an accumulated deficit of $37,974,000 as of June 30, 2026, and expects to continue to generate negative cash flows from operations in the foreseeable future; however, based on management’s current operating plan, the Company expects that the cash generated from the Laboratory Equipment Operations’ Genie Division sale during fiscal 2025 (refer to Note 11), plus other incoming cash related to the various post Genie Division-sale agreements and escrow account, is sufficient to support business operations for at least one year from the date of issuance of the Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2026; however, there is no assurance that management’s current operating plan will be successful.

 

 
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Table of Contents

 

 

New Accounting Pronouncements

 

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC 606”), “Revenue from Contracts with Customers”. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. The practical expedient allows entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset. ASU 2025-05 became effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company implemented this pronouncement beginning January 1, 2026 and elected to apply the practical expedient which had no material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

  

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)”, which is intended to improve the navigability of the guidance in ASC 270, “Interim Reporting”, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with U.S. GAAP so that internal financials are not misleading. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2025-11 to determine the impact it may have on its consolidated financial statements.

 

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted, and should be applied either on a prospective basis or retrospective basis. The Company is currently evaluating the impact of this guidance but does not anticipate a material impact on its condensed consolidated financial statements or related disclosures.

 

There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our condensed consolidated financial statements.

 

Use of Estimates

 

The preparation of unaudited financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures in the accompanying notes.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation.

 

3. Fair Value of Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurement”, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements do not include transaction costs.

 

The accounting guidance also expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are described below:

 

 
8

Table of Contents

 

 

Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

 

Level 3 Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable.

 

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculated the fair value of its Level 1 and 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. For Level 3 investments, where observable inputs are not available, the fair value was determined based on the price at which shares were purchased and redeemed as of June 30, 2026, by the funds. The investments which seek high current income, comprised of private credit funds which deal in first lien senior secured debt and asset-based lending in the United States that are issued in private offerings. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the three-month period ended June 30, 2026.

 

The carrying amounts of cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to their short-term maturity and insignificant risk of value changes.

 

The following tables set forth by level within the fair value hierarchy, the Company’s financial assets that were accounted for at fair value on a recurring basis as of June 30, 2026, and December 31, 2025, according to the valuation techniques the Company used to determine their fair values:

 

 

 

 Fair Value Measurement as of June 30, 2026

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds

 

$3,417,000

 

 

$-

 

 

$-

 

 

$3,417,000

 

Private Credit Funds

 

 

 

 

 

$-

 

 

$515,000

 

 

$515,000

 

Total

 

$3,417,000

 

 

$-

 

 

$515,000

 

 

$3,932,000

 

 

 

 

 Fair Value Measurement as of December 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds

 

$5,198,600

 

 

$-

 

 

$-

 

 

$5,198,600

 

Private Credit Funds

 

 

 

 

 

$-

 

 

$506,400

 

 

$506,400

 

Total

 

$5,198,600

 

 

$-

 

 

$506,400

 

 

$5,705,000

 

 

 
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Table of Contents

 

 

Investments in marketable securities by security type as of June 30, 2026, and December 31, 2025, consisted of the following: 

 

As of June 30, 2026:

 

Cost

 

 

Fair Value

 

 

Unrealized

Holding Loss

 

Mutual funds

 

$3,417,600

 

 

$3,417,000

 

 

$600

 

Private Credit Funds

 

$532,500

 

 

$515,000

 

 

$17,500

 

Total

 

$3,950,100

 

 

$3,932,000

 

 

$18,100

 

 

As of December 31, 2025:

 

Cost

 

 

Fair Value

 

 

Unrealized

Holding Gain

 

Mutual funds

 

$5,198,000

 

 

$5,198,600

 

 

$(600 )

Private Credit Funds

 

$504,600

 

 

$506,400

 

 

$(1,800 )

Total

 

$5,702,600

 

 

$5,705,000

 

 

$(2,400 )

 

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2026 and for the year ended December 31, 2025.

 

 

 

2026

 

 

2025

 

Balance of recurring Level 3 assets at beginning of period

 

$506,400

 

 

$0

 

Total gains or losses for the period:

 

 

 

 

 

 

 

 

Purchases

 

 

-

 

 

 

500,000

 

Sales

 

 

-

 

 

 

-

 

Issuances

 

 

-

 

 

 

-

 

Settlements

 

 

8,600

 

 

 

6,400

 

Transfers into Level 3

 

 

-

 

 

 

-

 

Transfers out of Level 3

 

 

-

 

 

 

-

 

Balance of recurring Level 3 assets at end of period

 

$515,000

 

 

$506,400

 

 

 
10

Table of Contents

 

4. Inventories

 

Inventories of the Company are as follows:

 

 

 

As of

June 30, 2026

 

 

As of

December 31, 2025

 

Raw materials

 

$1,009,900

 

 

$892,200

 

Work-in-process

 

 

56,800

 

 

 

-

 

Finished goods

 

 

873,600

 

 

 

856,100

 

Total Inventories

 

$1,940,300

 

 

$1,748,300

 

 

 

 

 

 

 

 

 

 

Inventories - Current Asset

 

$1,555,500

 

 

$1,401,300

 

Inventories - Noncurrent Asset

 

$384,800

 

 

$346,700

 

 

5. Goodwill and Finite Lived Intangible Assets

 

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Company’s acquisitions.  Goodwill amounted to $115,300 as of June 30, 2026, and December 31, 2025, all of which is expected to be deductible for tax purposes. 

 

Finite lived intangible assets are as follows:

 

As of June 30, 2026

 

Useful Lives

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

Technology, trademarks

 

3--10 yrs.

 

$1,216,800

 

 

$1,216,800

 

 

$-

 

Trade names

 

3--6 yrs.

 

 

592,300

 

 

 

592,300

 

 

 

-

 

Websites

 

3--7 yrs.

 

 

210,000

 

 

 

210,000

 

 

 

-

 

Customer relationships

 

4--10 yrs.

 

 

372,200

 

 

 

372,200

 

 

 

-

 

Sublicense agreements

 

10 yrs.

 

 

294,000

 

 

 

294,000

 

 

 

-

 

Non-compete agreements

 

4--5 yrs.

 

 

1,060,500

 

 

 

1,060,500

 

 

 

-

 

Patents

 

5--7 yrs.

 

 

408,800

 

 

 

327,800

 

 

 

81,000

 

 

 

 

 

$4,154,600

 

 

$4,073,600

 

 

$81,000

 

 

As of December 31, 2025

 

Useful Lives

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

Technology, trademarks

 

3--10 yrs.

 

$1,216,800

 

 

$1,216,800

 

 

$-

 

Trade names

 

3--6 yrs.

 

 

592,300

 

 

 

592,300

 

 

 

-

 

Websites

 

3--7 yrs.

 

 

210,000

 

 

 

210,000

 

 

 

-

 

Customer relationships

 

4--10 yrs.

 

 

372,200

 

 

 

372,200

 

 

 

-

 

Sublicense agreements

 

10 yrs.

 

 

294,000

 

 

 

294,000

 

 

 

-

 

Non-compete agreements

 

4--5 yrs.

 

 

1,060,500

 

 

 

1,060,500

 

 

 

-

 

Patents

 

5--7 yrs.

 

 

408,800

 

 

 

305,300

 

 

 

103,500

 

 

 

 

 

$4,154,600

 

 

$4,051,100

 

 

$103,500

 

 

 
11

Table of Contents

 

 

Total amortization expense was $22,500 and $221,400 for the six months ended June 30, 2026, and June 30, 2025, respectively.

 

Estimated future fiscal year amortization expense of intangible assets as of June 30, 2026, is as follows:

 

As of June 30, 2026

 

Amount

 

Remainder of year ending 2026

 

$22,100

 

2027

 

 

43,900

 

2028

 

 

15,000

 

Total

 

$81,000

 

 

6. Commitment and Contingencies

 

Legal Matters

 

During the normal course of business, the Company may be named from time to time as a party to claims and litigations arising in the ordinary course of business. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, "Contingencies". Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of June 30, 2026 and December 31, 2025, the Company is not aware of any contingent legal liabilities that should be reflected in the unaudited consolidated financial statements.

 

Leases

 

The Company’s approximate future minimum rental payments under all operating leases as of June 30, 2026, were as follows:

 

As of June 30, 2026:

 

Amount

 

Remainder of fiscal year ending 2026

 

$211,100

 

2027

 

 

408,400

 

2028

 

 

209,400

 

2029

 

 

1,100

 

Total future minimum payments

 

$830,000

 

Less:  Imputed interest

 

 

(39,300 )

Total Present Value of Operating Lease Liabilities

 

$790,700

 

 

 
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7. Shareholders’ Equity

 

Issuance of Common Stock and Warrants

 

The Company’s 2022 Equity Incentive Plan (“2022 Plan”) provides for the issuance of up to 3,750,000 shares of the Company’s Common Stock, par value $0.05 per share, plus outstanding options granted under the 2022 Plan that expire or are forfeited. Incentive stock options may be granted to employees at an exercise price equal to 100% (or 110% if the optionee owns directly or indirectly more than 10% of the outstanding voting stock) of the fair market value of the shares of Common Stock on the date of the grant. Nonstatutory stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. As of June 30, 2026, there were 2,616,374 shares of Common Stock available for grant of options under the 2022 Plan.

 

Grants of Incentive and Nonstatutory Stock Options 

 

On February 17, 2026, as part of the Company’s strategic initiatives to reduce operating costs and conserve cash for operations and annual management and Board compensation reviews, the Company granted an aggregate of 1,112,000 10-year options at an exercise price of $0.60 of which 535,000 vest 100% on February 17, 2030 and 577,000 of which vest monthly over twelve months, the majority of which were granted in lieu of cash salary and fees foregone by executives and the Board of Directors.  The options were valued at $556,000 on the grant date using the Black-Scholes-Merton option pricing model, recorded as stock-based compensation during the applicable period.

 

On July 1, 2025, the Company granted and issued stock options to purchase 15,000 shares of the Common Stock to each of Michael Blechman, Christopher Cox and John Nicols as well as 10,000 shares to Jurgen Schumacher, as part of their annual compensation serving as independent Board members of the Company. These stock options have a 10-year life, an exercise price of $0.65, vest 100% one year after the grant date, and valued at $9,750 for Blechman, Cox and Nicols and $6,500 for Schumacher on the grant date using the Black-Scholes-Merton option pricing model.

 

On May 13, 2025, in connection with the Company’s annual compensation reviews for its management and key employees, the Company granted an aggregate of 376,907 10-year options at an exercise price of $1.00, vesting 100% four years after the grant date, valued at $237,500 on the grant date using the Black-Scholes-Merton option pricing model, recorded as stock-based compensation during the applicable period.

 

The following table summarizes the Company’s stock options activity for the six months ended June 30, 2026:

 

 

 

Number of Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (In Years)

 

Outstanding at December 31, 2025

 

 

2,246,144

 

 

$3.07

 

 

 

7.33

 

Granted

 

 

1,112,000

 

 

$0.60

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(31,626)

 

$2.04

 

 

 

 

 

Outstanding at June 30, 2026

 

 

3,326,518

 

 

$2.25

 

 

 

8.15

 

 

Stock compensation expense related to stock options of $278,800 and $375,200 was incurred for the six months ended June 30, 2026 and 2025, respectively.

 

 
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8. Loss Per Common Share

 

Basic Earnings Per Share (“EPS”) is computed by dividing net income or loss by the weighted average number of shares outstanding during the reported period. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. In periods for which the Company reports a net loss, the Common Stock equivalents are not included, as they would be anti-dilutive. The following table sets forth the weighted average number of common shares outstanding for each period presented.

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(1,233,800

)

 

$

(1,796,800

)

 

$

(2,823,100

)

 

$

(3,854,900

) 

Income from discontinued operations, net of taxes

 

 

-

 

 

 

273,100

 

 

 

-

 

 

 

552,700

 

Net loss

 

$

(1,233,800

) 

 

$

(1,523,700

) 

 

$

(2,823,100

)

 

$

(3,302,200

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

11,928,599

 

 

 

11,345,907

 

 

 

11,928,599

 

 

 

10,867,040

 

Effect of dilutive securities:

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Weighted average number of dilutive common shares outstanding

 

 

11,928,599

 

 

 

11,345,907

 

 

 

11,928,599

 

 

 

10,867,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$(0.10 )

 

$(0.16 )

 

$(0.24 )

 

$(0.35 )

Discontinued operations

 

 

-

 

 

 

0.03

 

 

 

-

 

 

 

0.05

 

Consolidated operations

 

$(0.10 )

 

$(0.13 )

 

$(0.24 )

 

$(0.30 )

 

Approximately 3,326,518 and 7,627,350 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the six months ended June 30, 2026. 

 

Approximately 2,195,021 and 9,536,660 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the six months ended June 30, 2025.  No options and warrants were excluded from the calculation for Discontinued operations because the effect of such securities is anti-dilutive because they are out of the money.

 

9. Related Parties

 

Consulting Agreements

 

The Company has a consulting agreement with John Nicols, a Director of the Company since September 2023 for services provided to the Bioprocessing Systems Operations segment. Effective February 1, 2026 Mr. Nicols agreed to reduce his monthly consulting fee by 50% to $4,000 per month for a twelve month period beginning February 1, 2026.

 

During the six months ended June 30, 2026 and 2025, the Company paid $28,000 and $48,000, respectively, to Mr. Nicols. 

 

 
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10. Segment Information and Concentration

 

The Company views its operations as two operating segments: the manufacture and marketing of benchtop laboratory equipment including analytical and pharmacy balances and scales (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products (“Bioprocessing Systems”). The Company also has included a non-operating Corporate segment for expenses directly related to Corporate operations. All inter-segment revenues are eliminated.

 

Segment information is reported as follows:

 

Three Months Ended June 30, 2026

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

$1,196,200

 

 

$274,200

 

 

$-

 

 

$1,470,400

 

Foreign Sales

 

 

-

 

 

 

120,400

 

 

 

-

 

 

 

120,400

 

Gain (Loss) From Operations

 

 

57,500

 

 

 

(1,071,000 )

 

 

(259,300 )

 

 

(1,272,800 )

Assets

 

 

3,261,300

 

 

 

2,913,600

 

 

 

3,932,000

 

 

 

10,106,900

 

Long-Lived Asset Expenditures

 

 

2,000

 

 

 

6,300

 

 

 

-

 

 

 

8,300

 

Depreciation and Amortization

 

 

3,200

 

 

 

47,600

 

 

 

-

 

 

 

50,800

 

 

Three Months Ended June 30, 2025

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

$857,300

 

 

$223,700

 

 

$-

 

 

$1,081,000

 

Foreign Sales

 

 

-

 

 

 

118,900

 

 

 

-

 

 

 

118,900

 

Loss From Operations

 

 

(102,700 )

 

 

(1,459,600 )

 

 

(257,200 )

 

 

(1,819,500 )

Assets

 

 

6,155,300

 

 

 

3,680,200

 

 

 

390,900

 

 

 

10,226,400

 

Long-Lived Asset Expenditures

 

 

5,700

 

 

 

1,200

 

 

 

-

 

 

 

6,900

 

Depreciation and Amortization

 

 

16,800

 

 

 

137,500

 

 

 

-

 

 

 

154,300

 

 

For the three months ended June 30, 2026, two customers accounted for approximately 49% of the Company’s total revenue.  For the three months ending June 30, 2025, one customer accounted for approximately 10% of the Company’s total revenue.

 

For the three months ended June 30, 2026, one vendor accounted for approximately 11% of the Company’s total purchases.  For the three months ending June 30, 2025, there was no vendor concentration.

 

Six Months Ended June 30, 2026

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

$2,062,000

 

 

$635,500

 

 

$-

 

 

$2,697,500

 

Foreign Sales

 

 

-

 

 

 

390,700

 

 

 

-

 

 

 

390,700

 

Loss From Operations

 

 

(140,000)

 

 

(2,183,800)

 

 

(616,800)

 

 

(2,940,600)

Assets

 

 

3,261,300

 

 

 

2,913,600

 

 

 

3,932,000

 

 

 

10,106,900

 

Long-Lived Asset Expenditures

 

 

2,000

 

 

 

12,500

 

 

 

-

 

 

 

14,500

 

Depreciation and Amortization

 

 

9,400

 

 

 

96,700

 

 

 

-

 

 

 

106,100

 

 

Six Months Ended June 30, 2025

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Revenues

 

$1,666,100

 

 

$357,200

 

 

$-

 

 

$2,023,300

 

Foreign Sales

 

 

-

 

 

 

199,800

 

 

 

-

 

 

 

199,800

 

Loss From Operations

 

 

(197,200)

 

 

(2,894,700)

 

 

(818,300)

 

 

(3,910,200)

Assets

 

 

6,155,300

 

 

 

3,680,200

 

 

 

390,900

 

 

 

10,226,400

 

Long-Lived Asset Expenditures

 

 

14,000

 

 

 

19,200

 

 

 

-

 

 

 

33,200

 

Depreciation and Amortization

 

 

26,800

 

 

 

294,200

 

 

 

-

 

 

 

321,000

 

 

For the six months ended June 30, 2026, two customers accounted for approximately 35% of the Company’s total revenue.  For the six months ending June 30, 2025, one customer accounted for approximately 10% of the Company’s total revenue.

 

For the six months ended June 30, 2026, one vendor accounted for approximately 16% of the Company’s total purchases.  For the six months ending June 30, 2025, there was no vendor concentration.

 

 
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Table of Contents

 

 

A reconciliation of the Company’s consolidated segment loss from operations to consolidated loss from operations before discontinued operations and income taxes for the three months and six months ended June 30, 2026 and 2025, respectively are as follows:

 

Three Months Ended June 30, 2026

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Gain (loss) From Operations

 

 

57,500

 

 

 

(1,071,000 )

 

 

(259,300 )

 

 

(1,272,800 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income, net

 

 

-

 

 

 

(5,900 )

 

 

4,500

 

 

 

(1,400 )

Interest income

 

 

-

 

 

 

-

 

 

 

40,400

 

 

 

40,400

 

Total other income, net

 

 

-

 

 

 

(5,900 )

 

 

44,900

 

 

 

39,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) from operations before discontinued operations and income taxes

 

$57,500

 

 

$(1,076,900 )

 

$(214,400 )

 

$(1,233,800 )

 

Three Months Ended June 30, 2025

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Loss From Operations

 

 

(102,700 )

 

 

(1,459,600 )

 

 

(257,200 )

 

 

(1,819,500 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

-

 

 

 

7,900

 

 

 

100

 

 

 

8,000

 

Interest income

 

 

-

 

 

 

-

 

 

 

14,700

 

 

 

14,700

 

Total other income, net

 

 

-

 

 

 

7,900

 

 

 

14,800

 

 

 

22,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before discontinued operations and income taxes

 

$(102,700 )

 

$(1,451,700 )

 

$(242,400 )

 

$(1,796,800 )

 

Six Months Ended June 30, 2026

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Loss From Operations

 

 

(140,000 )

 

 

(2,183,800 )

 

 

(616,800 )

 

 

(2,940,600 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income, net

 

 

-

 

 

 

18,700

 

 

 

7,000

 

 

 

25,700

 

Interest income

 

 

-

 

 

 

-

 

 

 

91,800

 

 

 

91,800

 

Total other income, net

 

 

-

 

 

 

18,700

 

 

 

98,800

 

 

 

117,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before discontinued operations and income taxes

 

$(140,000 )

 

$(2,165,100 )

 

$(518,000 )

 

$(2,823,100 )

 

Six Months Ended June 30, 2025

 

Benchtop Laboratory Equipment

 

 

Bioprocessing Systems

 

 

Corporate and Other

 

 

Consolidated

 

Loss From Operations

 

 

(197,200 )

 

 

(2,894,700 )

 

 

(818,300 )

 

 

(3,910,200 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

-

 

 

 

23,000

 

 

 

(2,600 )

 

 

20,400

 

Interest income

 

 

-

 

 

 

-

 

 

 

34,900

 

 

 

34,900

 

Total other income, net

 

 

-

 

 

 

23,000

 

 

 

32,300

 

 

 

55,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before discontinued operations and income taxes

 

$(197,200 )

 

$(2,871,700 )

 

$(786,000 )

 

$(3,854,900 )

 

 
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11. Discontinued Operations

 

On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold substantially all of the assets of the Genie Division of the Company’s Benchtop Laboratory Equipment Operations located in Bohemia, New York to Troemner, LLC (the “Buyer”). The purchase price consisted of $9,600,000 less certain working capital adjustments plus an earn-out up to an aggregate of $1,500,000, of which $1,140,000 is guaranteed if the Seller performs certain obligations under a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition Services Agreements (“TSA”), under which the Company will supply products previously produced by the Genie Division to the Buyer for a period of up to twelve months, plus transition services which include training and transfer of knowhow by the Company to the Buyer. The amounts earned by the Company under MSA and TSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses which amounted to $180,000 and $360,000 during the three and six month periods ended June 30, 2026, respectively

 

As of June 30, 2026, the Current Assets for Discontinued Operations of $490,400 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $75,500 reflect a payable to the Buyer.

 

The following is the breakdown of the income generated from discontinued operations. 

 

 

 

For the three months ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Net Revenue

 

$-

 

 

$1,248,900

 

Cost of Goods Sold

 

 

-

 

 

 

605,700

 

Gross Profit

 

 

-

 

 

 

643,200

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and  Administrative

 

 

-

 

 

 

232,000

 

Selling

 

 

-

 

 

 

138,000

 

Research and Development

 

 

-

 

 

 

100

 

Total Expenses

 

$-

 

 

$370,100

 

Income from discontinued operations

 

$-

 

 

$273,100

 

 

 

 

For the six months ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Net Revenue

 

$-

 

 

$2,713,100

 

Cost of Goods Sold

 

 

-

 

 

 

1,397,600

 

Gross Profit

 

 

-

 

 

 

1,315,500

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and  Administrative

 

 

-

 

 

 

454,200

 

Selling

 

 

-

 

 

 

308,500

 

Research and Development

 

 

-

 

 

 

100

 

Total Expenses

 

$-

 

 

$762,800

 

Income from discontinued operations

 

$-

 

 

$552,700

 

 

In our Unaudited Condensed Consolidated Statements of Cash Flows, the cash (used in) provided by operating activities from discontinued operations for six months ended June 30, 2026 and 2025 was ($154,300) and $441,600, respectively.

 

12. Subsequent Events

 

Effective July 30th, the Company entered into a second amendment with its landlord for the Bohemia premises to among other things, reduce the space by 5,003 feet through a voluntary surrender, provide the Company the ability to sublease additional 5,000 square feet, and extend the lease through October 2031.

 

 
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Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain statements contained in this report are not based on historical facts, but are forward-looking statements that are based upon various assumptions about future conditions. Actual events in the future could differ materially from those described in the forward-looking statements. Numerous unknown factors and future events could cause such differences, including but not limited to, product demand, market acceptance, success of marketing strategy, success of expansion efforts, impact of competition, adverse economic conditions, and other factors affecting the Company’s business that are beyond the Company’s control, which are discussed elsewhere in this report. Consequently, no forward-looking statement can be guaranteed. The Company undertakes no obligation except as required by law, to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Throughout this Quarterly Report on Form 10-Q, the terms the “Company,” “Scientific,” “we,” “our” or “us,” refer to Scientific Industries, Inc. and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise.

 

Overview;

 

Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the design, manufacture, and marketing a variety of benchtop laboratory equipment, weight and measurement products (“Benchtop Laboratory Equipment”), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation (“SBHI”), the design, manufacture, and marketing of bioprocessing systems and products (“Bioprocessing Systems”). SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation (“SBI”), and aquila biolabs GmbH, a German corporation (“Aquila”). The Company's products are used primarily in pharmacies, pharmaceutical companies, university and industrial laboratories, and other industries that utilize weighing and pill counting systems and bioprocessing analytical tools. The Company’s results reflect those of the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations and its corporate operation.

 

Results of Operations.

 

Three months ended June 30, 2026 and 2025

 

Revenue

 

Net revenues for the three months ended June 30, 2026 increased $389,400 (36.0%) to $1,470,400 from $1,081,000 for the three months ended June 30, 2025, primarily due to a $338,900 increase in Benchtop Laboratory Equipment sales which, since the August 2025 Genie division sale, is comprised entirely of Torbal and VIVID brand products as well as a $50,500 increase in sales from our Bioprocessing Systems Operations.

 

Gross profit

 

The gross profit percentage for the three months ended June 30, 2026, and 2025, was 42.3% and 34.8%, respectively. The increase is due primarily to a higher gross margin percentage in the Bioprocessing Systems Operations derived from increased sales of its DOTS product line which have higher margins than legacy products.

 

General and administrative

 

General and administrative expenses for the three months ended June 30, 2026, and 2025, were $553,900 and $744,800, respectively. The decrease of $190,900 (25.6%) is due primarily to decreased employee-related costs associated with a reduction in force in the Bioprocessing Systems Operations.

 

Selling

 

Selling expenses for the three months ended June 30, 2026 and 2025, were $647,100 and $774,300, respectively. The decrease of $127,200 (16.4%) is due primarily to cost savings initiatives including reduction in salesforce and marketing activities by the Bioprocessing Systems Operations.

 

 
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Table of Contents

 

Research and development

 

Research and development expenses for the three months ended June 30, 2026, and 2025, were $694,500 and $677,100, respectively. The increase of $17,400 (2.6%) is due primarily to the increase of research and development expenditures for new products associated with the Benchtop Laboratory Equipment's VIVID pill counters.

 

Other income, net

 

Other income, net, for the three months ended June 30, 2026 and 2025, were $39,000 and $22,700, respectively. The increase is due primarily to the increase in interest income related to investment securities purchased with the proceeds related to sale of the Genie Division in August of 2025.

 

Income tax

 

Income tax for the three months ended June 30, 2026, and 2025, was $0 and $0, respectively. The Company maintains a full valuation allowance of $13,484,039 as of June 30, 2026 against its consolidated net deferred taxasset as the Company determined the net deferred taxassets, which includes net operating loss carry-forwards and other taxcredits, are not more likely than not to be realized in the future.

 

Six months ended June 30, 2026 and 2025

 

Revenue

 

Net revenues for the six months ended June 30, 2026 increased $674,200 (33.3%) to $2,697,500 from $2,023,300 for the six months ended June 30, 2025, primarily due to a $395,900 increase in Benchtop Laboratory Equipment sales which, since the August 2025 Genie division sale, is comprised entirely of Torbal and VIVID brand products, as well as a $278,300 increase in sales from our Bioprocessing Systems Operations.

 

Gross profit

 

The gross profit percentage for the six months ended June 30, 2026, and 2025, was 40.5% and 35.6%, respectively. The increase is due primarily to a higher gross margin percentage in the Bioprocessing Systems Operations derived from increased sales of its DOTS product line which have higher margins than legacy products.

 

General and administrative

 

General and administrative expenses for the six months ended June 30, 2026, and 2025, were $1,300,900 and $1,774,000, respectively. The decrease of $473,100 (26.7%) is due primarily to decreased employee-related costs associated with a reduction in force in Bioprocessing Systems Operations.

 

Selling

 

Selling expenses for the six months ended June 30, 2026 and 2025, were $1,334,200 and $1,528,100, respectively. The decrease of $193,900 (12.7%) is due primarily to cost savings initiatives including reduction in salesforce and marketing activities by the Bioprocessing Systems Operations.

 

 
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Research and development

  

Research and development expenses for the six months ended June 30, 2026, and 2025, were $1,398,100 and $1,329,100, respectively. The increase of $69,000 (5.2%) is due primarily to the increase of research and development expenditures for new products associated with the Benchtop Laboratory Equipment's VIVID pill counters.

 

Other income, net

 

Other income, net, for the six months ended June 30, 2026 and 2025, were $117,500 and $55,300, respectively. The increase is due primarily to the increase in interest income related to investment securities purchased with the proceeds related to sale of the Genie Division in August of 2025.

 

Income tax

 

Income tax for the six months ended June 30, 2026, and 2025, was $0 and $0, respectively. The Company maintains a full valuation allowance of $13,484,039 as of June 30, 2026 against its consolidated net deferred taxasset as the Company determined the net deferred taxassets, which includes net operating loss carry-forwards and other taxcredits, are not more likely than not to be realized in the future.

 

Liquidity and Capital Resources.

 

Our primary sources of liquidity are existing cash and cash equivalents, including investment securities, and cash generated from sales of equity investments, payments related to agreements associated with the sale of the Genie Division in August 2025, and our on-going business operations. In order to continue as a going concern, the Company will need to continue to decrease expenses, materially increase revenues, and/or secure additional external capital resources. Based on management’s current operating plan, the Company believes its cash on hand, including its investments, is sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying condensed consolidated financial statements. However, there is no assurance that management's current operating plan will be successful.

 

The following table discloses our cash flows for the periods presented:

 

 

 

For the six months ended

June 30,

 

 

 

2026

 

 

2025

 

Net cash used in operating activities

 

$(1,897,600 )

 

$(3,204,500 )

Net cash provided by investing activities

 

 

1,740,600

 

 

 

1,580,700

 

Net cash provided by financing activities

 

 

-

 

 

 

1,452,200

 

Effect of changes in foreign currency exchange rates

 

 

(27,200 )

 

 

33,500

 

Net cash (used in) provided by discontinued operations

 

 

(154,300 )

 

 

441,600

 

(Decrease) increase in cash and cash equivalents

 

 

(338,500 )

 

 

303,500

 

 

Net cash used in operating activities decreased by $1,306,900 for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The net change is primarily due to cost reductions related to both the Benchtop and Bioprocessing Systems operations as well as corporate expenses.

 

Net cash provided by investing activities increased by $159,900 for the six months ended June 30, 2026, as compared the to six months ended June 30, 2025. The net increase is primarily due to the higher redemption of investment securities during the six months ended June 30, 2026.

 

The decrease in net cash provided by financing activities for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is related to there being no stock issuance for the six months ended June 30, 2026.

 

 
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Critical Accounting Estimates

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. “Note 2-Summary of significant accounting policies” to the Condensed Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. Our critical accounting estimates are identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2025 Form 10-K. Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements, and actual results could differ from our assumptions and estimates, and such differences could be material.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and that we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Based on the evaluation of our disclosure controls and procedures and internal controls over financial reporting as of June 30, 2026, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective. Our management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in accordance with U.S. GAAP.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

None

 

ITEM 1A. Risk Factors

 

Not required for smaller reporting companies.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

ITEM 3. Defaults Upon Senior Securities

 

None

 

ITEM 4. Mine Safety Disclosures

 

Not applicable

 

ITEM 5. Other Information

 

None

 

 
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ITEM 6. Exhibits

 

Exhibit Number

 

Description of document

10(a)-3(ii)

 

Second amendment to lease dated July 30, 2026 by and between the Company and REP 2035 LLC. (filed herewith as Exhibit 10(a)-3(i).

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
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SIGNATURES

 

Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SCIENTIFIC INDUSTRIES, INC.

(Registrant)

 

 

 

 

Date: August 13, 2026

By:

/s/ Helena R. Santos

 

 

Helena R. Santos

 

 

 

President, Chief Executive Officer, and Treasurer

 

 

 

SCIENTIFIC INDUSTRIES, INC.

(Registrant)

 

 

 

 

Date: August 13, 2026

By:

/s/ Zachary Rovinsky

 

 

Zachary Rovinsky

 

 

 

Chief Financial Officer, Asst Treasurer, Asst Secretary

 

 

 
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Source: View Original Filing on SEC EDGAR