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| EX-10 - MATERIAL CONTRACTS - SCIENTIFIC INDUSTRIES INC | exhibit.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 17, 2020
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SCIENTIFIC INDUSTRIES, INC.
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(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
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(Address
of principal executive offices)
(631) 567-4700
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(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
Effective
July 20, 2020, the Company entered into a consulting agreement with
Societät Reinhard and Noah Vogt AG o GmbH and Mr. Reinhard
Vogt (collectively, the “Consultant”) for a two
(2)-year period, unless terminated by either party with 90
days’ prior written notice. As noted below, Mr. Vogt is a
member of the Board of Directors of the Company (the
“Board”). The consulting agreement provides for the
Consultant to furnish consulting services as to the strategic
operations of Scientific Bioprocessing, Inc., a wholly-owned
subsidiary of the Company (“SBI”). The Consultant will
be paid a monthly fee of 5,000 euros, an annual bonus of up to 2%
of net sales of SBI over mutually agreed upon sales targets plus
the issuance of 125,000 stock options of the Company. The agreement
shall be automatically renewed at the end of the term for
additional one (1) year periods, subject to earlier termination by
either party upon 90 days’ prior written notice, and
incorporates non-competition and confidentiality
clauses.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On July 17, 2020, the Board accepted the resignation of Mr. James
S. Segasture as a Class A Director. Mr. Segasture resigned
to pursue other business opportunities and not as a result of any
dispute or disagreement with the Company. The Company will pay Mr.
Segasture director fees for the remainder of the fiscal
year.
On July 17, 2020, the Board appointed Mr.Vogt to the Board as Mr.
Segasture’s duly elected successor to serve until the 2021
Annual Meeting of Stockholders. The Board also appointed Mr. Vogt
to serve as chairman of the Board of Directors of SBI.
Mr.
Vogt, age 64, most recently served as Executive Vice President and
on the Executive Board of Sartorius Stedim Biotech GmbH for the 10
years prior to his retirement in July 2019.
On June
23, 2020, the Board approved a discretionary grant for the fiscal
year ended June 30, 2020 of 215,366 stock options for Helena R.
Santos, the Company’s Chief Executive Officer and President.
The stock option grant is subject to the procurement of requisite
stockholder approvals.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable
(c)
Exhibits
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Exhibit No.
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Copy of Consulting Agreement between the Company and
Societät Reinhard and Noah Vogt
AG o GmbH and Reinhard Vogt
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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: July 21, 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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