Attached files
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| EX-10 - MATERIAL CONTRACTS - SCIENTIFIC INDUSTRIES INC | docslib-264118v1altamira_.htm |
| EX-10 - MATERIAL CONTRACTS - SCIENTIFIC INDUSTRIES INC | docslib-264117v1altamira_.htm |
| EX-2 - PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION - SCIENTIFIC INDUSTRIES INC | docslib-262232v8scientifi.htm |
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):
November 30, 2020
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SCIENTIFIC INDUSTRIES, INC.
_________________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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000-6658
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04-2217279
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(State
or other Jurisdiction)
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(Commission
File Number)
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(IRS
Employer No.)
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80 Orville Drive, Suite 102
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 November 30, 20120, Altamira Instruments, Inc. (the
“Company”), a Delaware corporation and a wholly-owned
subsidiary of Scientific Industries, Inc., entered into an Asset
Purchase Agreement (the “Purchase Agreement”) with
Beijing JWGB Sci. & Tech. Co., Ltd, a corporation formed under
the laws of the People’s Republic of China (the
“Purchaser”) pursuant to which the Company agreed to
sell and the Purchaser agreed to purchase substantially all of the
assets of the Company. Such assets consisted primarily of
fixed assets,
inventory, technology and know-how, and customer lists.
The aggregate consideration to be paid
is $440,000, of which $200,000 was paid in cash at closing,
$100,000 is payable pursuant to an unsecured promissory note
bearing zero interest payable by December 31, 2020 and $140,000 is
payable pursuant to an unsecured promissory note bearing zero
interest payable by January 31, 2021. The Purchase Agreement
contains customary conditions, representations, warranties,
indemnities and covenants by, among, and for the benefit of the
parties.
The Company intends to conduct an orderly shutdown of the Catalyst
Research Instruments Operations by the end of December
2020.
The foregoing description of the Purchase Agreement and promissory
notes 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.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable
(c)
Exhibits
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Exhibit
No.
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Description
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2.1
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Asset
Purchase Agreement dated as of November 30, 2020 between Altamira
Instruments, Inc. and Beijing JWGB Sci. & Tech. Co.,
Ltd
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10.1
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$100,000
Promissory Note payable on December 31, 2020
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10.2
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$140,000
Promissory Note payable on January 31, 2021
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SCIENTIFIC INDUSTRIES, INC.
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Date: December 1, 2020
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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