Scientific Industries (OTC: SCND) files 8-K/A on Genie Division sale and pro forma data

Rhea-AI Filing Summary

Scientific Industries, Inc. has amended a prior current report to add pro forma financial information related to the sale of substantially all assets of its Genie Division of benchtop laboratory equipment to Troemner, LLC. Under the Asset Purchase Agreement dated August 7, 2025, the Genie line’s products, fixed assets, inventory, and intellectual property were transferred.

The purchase price is $9,600,000, subject to working capital adjustments, plus an earn-out of up to $1,500,000, including $1,140,000 tied to the company providing supply and transition services such as product supply, training, and know-how transfer for at least six months and up to twelve months. Scientific Industries will continue to operate its Torbal Division of benchtop laboratory equipment from Bohemia, New York, and has filed unaudited pro forma balance sheet and income statement information as Exhibit 99.1.

Insights

Equity Analyst

Scientific Industries sells its Genie Division assets with earn-out and provides pro forma financials.

Scientific Industries, Inc. entered into an Asset Purchase Agreement on August 7, 2025 to sell substantially all assets of its Genie Division to Troemner, LLC. The consideration includes an upfront payment of $9,600,000, subject to working capital adjustments, plus an earn-out of up to $1,500,000. The assets sold cover the Genie product line, related fixed assets, inventory, and intellectual property, indicating a significant reshaping of the company’s benchtop laboratory equipment portfolio.

The agreement also ties up to $1,140,000 of the earn-out to supply and transition services. Scientific Industries will supply Genie products for at least six months, with possible three‑month renewals up to twelve months, and provide training and know‑how transfer. This structure links part of the total consideration to successful operational handover and ongoing collaboration for a defined period.

After the transaction, the company will continue operating its Torbal Division from Bohemia, New York, so investors can focus on how the remaining business performs in future periods. The company has furnished unaudited pro forma balance sheet and income statement information as of and for periods ended June 30, 2025 and December 31, 2024 in Exhibit 99.1, which can help compare historical results with the business profile after the Genie Division sale.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 7, 2025

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading		Symbol		Name of each exchange on which registered
Common stock $0.5 par value		SCND		OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

On August 11^th, 2025, Scientific Industries, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing that it had entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Troemner, LLC, a Delaware limited company (the “Purchaser”), pursuant to which the Company sold and the Purchaser purchased substantially all of the assets of the Company’s Genie Division of Benchtop Laboratory Equipment consisting primarily of the Genie line of products and related fixed assets, inventory, and intellectual property.  This Form 8-K/A amends the Original 8-K to include the pro-forma financial information of the Company giving effect to the completion of the Transaction required by Item 9.01(b) of Form 8-K.

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 7, 2025, Scientific Industries, Inc. (the “Company”), a Delaware corporation, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Troemner, LLC, a Delaware limited company (the “Purchaser”), pursuant to which the Company sold and the Purchaser purchased substantially all of the assets of the Company’s Genie Division of Benchtop Laboratory Equipment consisting primarily of the Genie line of products and related fixed assets, inventory, and intellectual property. The purchase price consisted of $9,600,000 minus certain working capital adjustments, plus an earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is payable on the Company’s performance of certain supply and transition services under separate agreements. Specifically, the Company will supply products currently produced by the Genie Division to the Purchaser for an initial period of at least six months, renewable for 3-month periods up to a maximum of twelve months, plus transition services which include training and transfer of know-how by the Company to the Purchaser. The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.

The Company will continue to operate the Torbal Division of its Benchtop Laboratory Equipment Operations out of Bohemia, New York.

The foregoing description of the Purchase Agreement and related documents are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 2.1,10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein in their entirety.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Disclosures under Item 1.01 above are incorporated hereunder in their entirety.

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ITEM 9.01 Financial Statements and Exhibits

(a) not applicable

(b) Pro Forma Financial Information.

The unaudited pro forma combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the fiscal year ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.1 and are incorporated by reference into this Item 9.01(b).

(c) Exhibits

Exhibit No.		Description
99.1		UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

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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 Scientific Industries, Inc.

Date: December 5, 2025	By:	/s/ Helena R. Santos
		Chief Executive Officer and Treasurer

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FAQ

What major transaction does Scientific Industries (SCND) report in this 8-K/A?

Scientific Industries reports that it entered into an Asset Purchase Agreement under which it sold substantially all assets of its Genie Division of benchtop laboratory equipment to Troemner, LLC.

How much is Scientific Industries (SCND) receiving for the Genie Division assets?

The consideration consists of a base purchase price of $9,600,000, subject to working capital adjustments, plus an earn-out of up to an additional $1,500,000 tied in part to supply and transition services.

What assets of Scientific Industries’ Genie Division were sold to Troemner?

The purchaser acquired substantially all Genie Division assets, including the Genie line of products and related fixed assets, inventory, and intellectual property.

What ongoing obligations does Scientific Industries (SCND) have after the Genie Division sale?

Scientific Industries will supply products formerly produced by the Genie Division for at least six months, renewable in three‑month periods up to twelve months, and provide transition services such as training and transfer of know‑how to Troemner.

Which operations will Scientific Industries continue after selling the Genie Division?

The company will continue to operate the Torbal Division of its benchtop laboratory equipment operations out of Bohemia, New York.

What does this 8-K/A amendment add compared to the original 8-K for Scientific Industries (SCND)?

This amendment adds the unaudited pro forma financial information giving effect to completion of the Genie Division asset sale, filed as Exhibit 99.1 and incorporated by reference.

Where can investors find the pro forma financial statements related to the Genie Division sale?

The unaudited pro forma combined balance sheet and condensed combined statements of operations are provided in Exhibit 99.1, which is referenced in Item 9.01(b).