0001654954-19-000768.txt : 20190125 0001654954-19-000768.hdr.sgml : 20190125 20190125120054 ACCESSION NUMBER: 0001654954-19-000768 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190123 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190125 DATE AS OF CHANGE: 20190125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000087802 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042217279 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06658 FILM NUMBER: 19541876 BUSINESS ADDRESS: STREET 1: 70 ORVILLE DR STREET 2: AIRPORT INTERNATIONAL PLZ CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 6315674700 MAIL ADDRESS: STREET 1: 70 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 8-K 1 si8k01242019.htm FORM 8K 8k
 
 
 
 
 
 
 
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):
January 23, 2019
_________________________________________________
 
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
 
The Company has agreed to an extension on the same terms through December 31, 2019 of: (i) the Consulting Agreement with Laboratory Innovations Company, Ltd., an affiliate of Joseph G. Cremonese, Chairman of the Board of Directors; and (ii) the Consulting Agreement with Grace S. Morin, a director of the Company.  Each consulting agreement may be terminated by either party thereto on at least 60 days' prior written notice.
 
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
On January 23, 2019, the Board of Directors of the Company appointed John Moore to the Board of Directors in order to fill a Class B Director vacancy.
 
Mr. Moore, age 53, is currently the Chairman of Trialogics, a clinical trial software provider. He also serves on the Board of Directors of Noxopharm (ASX: NOX).  Mr. Moore was President, Chief Executive Officer and a director at Acorn Energy, Inc., where he worked from 2006 to 2016.  Mr. Moore was Chairman and EVP of ImaRx Therapeutics, a drug and medical therapy development company, from February 2004 to February 2006 and Chairman of Elite Pharmaceuticals from February 2003 to October 2004.  Mr. Moore was the President and founder of Edson Moore Healthcare Ventures from 2002 to 2004, which he co-founded to acquire $148 million in drug delivery assets from Elan Pharmaceuticals.  He was the Chief Executive Officer of Optimer, Inc. (a research based polymer development company) from its inception in 1994 until 2002 and Chairman from inception until its sale to Sterling Capital in February 2008.  He previously served as a member of the board of directors of Voltaix, Inc. prior to its sale to Air Liquid. Mr. Moore holds a B.A. in History from Rutgers University.
 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
At the Annual Meeting of Stockholders of the Company held on January 23, 2019, the stockholders took the following actions:
 
1. Elected Ms. Helena R. Santos and Mr. James S. Segasture as Class A Directors to serve until the Annual Meeting of Stockholders for the year ended June 30, 2021 by the following votes:
 
 
 
 
 For
 Withheld
 Helena R. Santos
 419,646
 199
 James S. Segasture
 419,646
 199
 

 
2. Approved by a vote of 468,503 shares for, 79 shares against, and 177 shares abstaining, the appointment by the Board of Directors of Nussbaum Yates Berg Klein & Wolpow, LLP as the Company's independent registered public accounting firm with respect to the Company's financial statements for the year ending June 30, 2019.
 
 
ITEM 9.01      Financial Statements and Exhibits 
 
(a) and (b) not applicable
 
(c) Exhibits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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: January 25, 2019
By:
/s/ Helena R. Santos
 
 
 
Helena R. Santos,
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-10 2 a10a1000-14.htm MATERIAL CONTRACTS Blueprint
 
 
 
Exhibit 10.1
 
 
 
 
January 23, 2019
 
Mr. Joseph Cremonese
PO Box 1907
Greensburg, PA 15601
 
Dear Joe:
 
Please confirm your agreement by signing where indicated below and returning a copy of this letter that the term of your engagement and the engagement of Laboratory Innovation Company, Ltd (collectively, the “Consultants”) pursuant to the Fifth Amended and Restated Consulting Agreement dated January 20, 2012, as amended and/or extended to date (the “Agreement”), with Scientific Industries, Inc. (the “Company”) is hereby further extended to December 31, 2019, subject to earlier termination by written notice by either the Company or the Consultants delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
 
There are no other changes to the Agreement.
 
 
 
Scientific Industries, Inc.
 
 
 
 
 
 
By:
/s/ Helena R. Santos
 
 
 
Helena R. Santos
 
 
 
President and CEO
 
 
 
 
 
 
 
Acknowledged and Agreed to:
Laboratory Innovations, Ltd.
 
 
 
 
 
 
By:
/s/ Joseph G. Cremonese
 
 
 
Joseph G. Cremonese
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-10 3 a10a2000.htm MATERIAL CONTRACTS Blueprint
 
 
 
Exhibit 10.2
 
 
 
 
 
 
January 23, 2019
 
Ms. Grace S. Morin
2200 Kings Hwy, Bldg 3-L, Box 206,
Port Charlotte, FL 33980
 
Dear Grace:
 
Please confirm your agreement by signing where indicated below and returning a copy of this letter that the “Term” of your engagement pursuant to the Consulting Agreement dated April 1, 2009, as amended and/or extended to date (the “Agreement”), with Scientific Industries, Inc. (the “Company”) is hereby further extended to December 31, 2019, subject to earlier termination by written notice by either you or the Company delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
 
 
There are no other changes to the Agreement.
 
 
 
 
 
 
 
 
Scientific Industries, Inc.
 
 
 
 
 
 
By:
/s/ Helena R. Santos
 
 
 
Helena R. Santos
 
 
 
President and CEO
 
.
 
 
 
 
 
 
 
 
Acknowledged and Agreed to:
 
 
 
 
 
 
 
By:
/s/ Grace S. Morin
 
 
 
Grace S. Morin