Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION OF SCIENTIFIC INDUSTRIES, INC.

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

Scientific Industries, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted at a meeting proposing and declaring advisable the amendment to the Certificate of Incorporation of the Corporation filed on July 2, 1954, as amended by that certain Certificate of Amendment filed on May 18, 1955, as further amended by that certain Certificate of Amendment filed on October 8, 1957, as further amended by that certain Certificate of Amendment filed on November 1, 1968, as further amended by that certain Certificate of Amendment filed on October 19, 1970, as further amended by that certain Certificate of Amendment filed on March 1, 1984, as further amended by that certain Certificate of Amendment filed on January 28, 1985, and as further amended by that certain Certificate of Amendment filed on December 19, 1986, as further amended by that certain Certificate of Amendment filed on March 1, 2021, and as further amended by that certain Certificate of Amendment filed on June 17, 2021(collectively, the “Certificate”), and directing that such amendments be submitted to the stockholders of the Corporation for consideration:

RESOLVED, that Article FOUR of the Certificate shall be amended and restated in its entirety as follows:

“FOUR: The number of shares which the Corporation is authorized to issue is Twenty Million (20,000,000) shares, and the par value of each of such shares is five cents ($0.05).”

SECOND: That the foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation, on __________, 2022.

SCIENTIFIC INDUSTRIES, INC.

By: __________________________

Name: Helena Santos

Title: President and Chief Executive Officer