Attached files
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| EX-99 - ADDITIONAL EXHIBITS - SCIENTIFIC INDUSTRIES INC | scnd_newboardmemberpressr.htm |
| EX-99 - ADDITIONAL EXHIBITS - SCIENTIFIC INDUSTRIES INC | scndaquiresaquilabiolabsp.htm |
| EX-10.3 - PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND THE INVESTORS - SCIENTIFIC INDUSTRIES INC | finalspaform.htm |
| EX-10.2 - FORM OF SERVICE AGREEMENT - SCIENTIFIC INDUSTRIES INC | directorserviceagreement.htm |
| EX-10.1 - ACQUISITION AGREEMENT BY AND AMONG THE COMPANY AND THE SELLERS - SCIENTIFIC INDUSTRIES INC | spafinal.htm |
| EX-4.2 - REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND THE INVESTORS - SCIENTIFIC INDUSTRIES INC | finalregrightsform.htm |
| EX-4.1 - FORM OF WARRANT - SCIENTIFIC INDUSTRIES INC | finalwarrantform.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
April 28, 2021
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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
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
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
On April 28, 2021, Scientific Bioprocessing Holdings, Inc.
(“Bioprocessing”), a wholly-owned subsidiary of
Scientific Industries, Inc. (the “Company), entered into an
Agreement on the Sale and Transfer of all Shares in aquila biolabs
GMBH (the “Acquisition Agreement”) with each of the
owners (the “Sellers”) of the share capital of aquila
biolabs GMBH (“aquila”) pursuant to which Bioprocessing
agreed to purchase and the Sellers agreed to sell all the
outstanding share capital of aquila (the
“Acquisition”). The closing of the purchase and sale
(the “Closing”) occurred on April 29, 2021. The
aggregate consideration paid for the share capital of aquila was
€ 6,499,063 (US$7,880,114). The
Acquisition Agreement contains customary conditions,
representations, warranties, indemnities and covenants by, among,
and for the benefit of the parties.
Immediately following the Closing, aquila entered into new
Director’s Service Agreements (the “Service
Agreements”) with each of Jens Bayer, Konrad Herzog, David
Frank and Daniel Grünes in their capacities as Managing
Directors of aquila. The Managing Directors will conduct the
business of aquila and report to aquila’s Supervisory Board,
the members of which are Helena Santos, John Moore and Reinhard
Vogt. In 2021, each Managing Director will receive a salary of
€105,000, as well as a guaranteed bonus of €45,000. In
2022, each Managing Director will receive a salary of
€105,000 and a bonus of €45,000, subject to the
achievement by aquila of certain targets.
A copy
of the Acquisition Agreement and the form of Service Agreement are
attached hereto as exhibits. This summary description does not
purport to be complete and is qualified in its entirety by
reference to the Acquisition Agreement and the form of Service
Agreement which are incorporated herein by reference.
In
connection with the Acquisition, on April 28, 2021, the Company
entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain investors (the
“Investors”) pursuant to which the Company sold, and
the Investors purchased, an aggregate of 1,595,880 shares of common
stock (the “Shares”) and warrants (the
“Warrants”) to purchase up to an additional 797,940
shares of common stock (the “Warrant Shares”), at an
offering price of $4.75 per share, for a total consideration of
$7,580,430. The closing under the Purchase Agreement occurred on
April 29, 2021, and the Company contributed the net proceeds from
the sale of the securities to Bioprocessing for application to the
purchase price under the Acquisition Agreement.
Each
Warrant is exercisable for the purchase of one share of the
Company’s common stock at an exercise price of $9.50 per
share. The Warrants are immediately exercisable and expire five
years from their date of issuance. If at any time commencing 12
months from the Closing Date, but before the expiration of the
Warrant, the volume weighted average pricing of the Company’s
common stock exceeds $19.00 (subject to adjustment for forward and
reverse stock splits, recapitalizations, stock dividends and the
like) for each of thirty consecutive trading days, then the Company
may, at any time in its sole discretion, call for the exercise of
the Warrants, in their entirety.
The
Company also entered into a Registration Rights Agreement dated
April 29, 2021 (the “Registration Rights Agreement”)
with the Investors, pursuant to which the Company has agreed to
prepare and file with the Securities and Exchange Commission a
registration statement so as to permit the registered resale of the
Shares and the Warrant Shares. The Company shall use its best
efforts to have such registration statement declared effective for
a period of one (1) year following the initial date of
effectiveness. In addition, the holders of at least twenty per cent
(20%) of the Shares and Warrant Shares shall have the right,
exercisable at any time prior to the fifth (5th ) anniversary of
the Closing Date, to request that the Company file with the
Securities and Exchange Commission a registration statement for all
or part of the Shares and Warrant Shares beneficially owned by the
holders of such securities.
The
sale was made in a private placement transaction, pursuant to the
exemption provided by Section 4(2) of the Securities Act and
certain rules and regulations promulgated under that section and
pursuant to exemptions under state securities laws.
This
Current Report on Form 8-K is neither an offer to sell nor the
solicitation of an offer to buy the Shares, Warrant Shares or any
other securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.
A copy
of the Purchase Agreement and the Registration Rights Agreement and
the form of Warrant are attached hereto as exhibits. This summary
description does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement and the
Registration Rights Agreement and the form of Warrant which are
incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
As of
April 29, 2021, the Board of Directors of the Company appointed Dr.
Jürgen Schumacher as a Class A Director.
Dr.
Schumacher, age 67, is currently a private investor in various
startups and growth phase technology companies.
ITEM 9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Accquired
The
Company intends to file the financial statements of the business
acquired under cover of a Form 8-K/A no later than 71 calendar days
after the date this report was required to be
filed.
(b)
Pro Forma Financial Information
The
Company intends to file pro forma financial information under cover
of Form 8-K/A no later rhan 71 calendar days after the date
this report was required to be filed.
(c)
Exhibits
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Exhibit No.
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Description
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Form of
Warrant
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Registration
Rights Agreement by and among the Company and the
Investors
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Acquisition
Agreement by and among the Company and the Sellers
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Form of
Service Agreement
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Purchase
Agreement by and among the Company and the Investors
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Press
Release with respect to the Acquisition dated April 29,
2021
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Press
Release with respect to appointment of Dr. Schumacher as a
Director
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SCIENTIFIC INDUSTRIES, INC.
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Date: April 30, 2021
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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