Attached files
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EX-10.1 - PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND THE INVESTORS - SCIENTIFIC INDUSTRIES INC | finalspa.htm |
EX-4.1B - JOINDER AGREEMENT - SCIENTIFIC INDUSTRIES INC | joinderagreementfnal.htm |
EX-4.1A - AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED APRIL 29, 2021 - SCIENTIFIC INDUSTRIES INC | amendment_toregrightsagmt.htm |
EX-4.1 - FORM OF WARRANT - SCIENTIFIC INDUSTRIES INC | formofwarrantfinal.htm |
EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - SCIENTIFIC INDUSTRIES INC | certificateofamendmenttoc.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):
June 18, 2021
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SCIENTIFIC INDUSTRIES, INC.
_________________________________________________
(Exact
name of registrant as specified in its charter)
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
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(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 , 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
2,000,000 shares of common stock (the “Shares”) and
warrants (the “Warrants”) to purchase up to an
additional 1,000,000 shares of common stock (the “Warrant
Shares”), at an offering price of $4.75 per share, for a
total consideration of $9,500,000. The closing under the Purchase
Agreement occurred on June 18, 2021, and the Company intends to use
the net proceeds from the sale of the securities for working
capital needs of its Bioprocessing Systems Operations.
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 Amendment No. 1 to Registration Rights Agreement dated
June 18, 2021 (the “Amendment”) with the Investors,
pursuant to which the Investors were allowed to become a party to
the Registration Rights Agreement dated April 29, 2021 (the
“Registration Rights Agreement”) and have the Shares
and Warrant Shares included in a registration statement to be
prepared and filed with the Securities and Exchange Commission so
as to permit the registered resale of the Shares and the Warrant
Shares. Under the Registration Rights Agreement, as amended, 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 eligible for registration
under the Registration Rights Agreement, as amended, shall have the
right, exercisable at any time prior to April 29, 2026, to request
that the Company file with the Securities and Exchange Commission a
registration statement for all or part of such shares beneficially
owned by the holders of such shares. Each of the Investors executed
and delivered to the Company a Joinder Agreement pursuant to which
such Investor agreed to become a party to the Registration Rights
Agreement, as amended.
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 and Amendment No. 1 to Registration Rights
Agreement and Joinder 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 Purchase Agreement
and the Registration Rights Agreement and the form of Warrant which
are incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On June 17, 2021, the majority of the Company’s shareholders
approved an amendment to the Certificate of Incorporation of the
Company to increase the number of authorized shares of the
Company’s common stock by 5,000,000 shares from 10,000,000 to
15,000,000 shares.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable.
(c)
Exhibits
Exhibit No.
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Description
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3.1
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Certificate
of Amendment to Certificate of Incorporation
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4.1
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Form of
Warrant
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4.2
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Registration
Rights Agreement by and among the Company and the Investors
(previously filed)
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4.1A
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Amendment
No. 1 to Registration Rights Agreement dated April 29,
2021
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4.1B
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Joinder
Agreement
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10.1
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Purchase
Agreement by and among the Company and the Investors
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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: June 21, 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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