Attached files
| file | filename |
|---|---|
| EX-10 - MATERIAL CONTRACTS - SCIENTIFIC INDUSTRIES INC | purchaseagreement.htm |
| EX-4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - SCIENTIFIC INDUSTRIES INC | warrant.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):
June 18, 2020
_________________________________________________
SCIENTIFIC INDUSTRIES, INC.
_________________________________________________
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-6658
|
|
04-2217279
|
|
(State
or other Jurisdiction)
|
|
(Commission
File Number)
|
|
(IRS
Employer No.)
|
80 Orville Drive
Bohemia, New York 11716
__________________________________________________
(Address
of principal executive offices)
(631) 567-4700
__________________________________________________
(Registrant's
telephone number, including area code)
Not Applicable
__________________________________________________
(Former
name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
On June
18, 2020 (the “Closing Date”), Scientific Industries,
Inc. (the “Company) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain
accredited investors (the “Investors”) pursuant to
which the Company sold, and the Investors purchased, an aggregate
of 1,349,850 shares of common stock (the “Shares”) and
warrants (the “Warrants”) to purchase up to an
additional 1,349,850 shares of common stock (the “Warrant
Shares”), at an offering price of $4.50 per share, for a
total consideration of $6,074,325. The Company intends to use the
net proceeds from the sale of the securities for the development of
the business of its wholly owned subsidiary, Scientific
Bioprocessing, Inc. (“SBI”).
Each
Warrant is exercisable for the purchase of one share of the
Company’s common stock at an exercise price of $9.00 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 $18.00 (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.
Pursuant
to the Purchase Agreement, the Company has agreed that, no later
than the date that is ten (10) months after the Closing Date, the
Company shall 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 a majority 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, as a sale to
“accredited investors” as defined in Rule 501(a) of the
Securities Act.
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 form of Purchase 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 form of Purchase Agreement and the form of Warrant
which are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable
(c)
Exhibits
|
Exhibit No.
|
|
Description
|
|
4.1
|
Form of
Warrant issued by the Company to the Investors
|
|
10.1
|
Form of
Purchase Agreement, by and between the Company and
|
|
|
the
Investors
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
SCIENTIFIC INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
Date: June 18,
2020
|
By:
|
/s/ Helena R. Santos
|
|
|
|
|
Helena R. Santos,
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|