S-8

As filed with the Securities and Exchange Commission on March 15, 2021

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

______________________________

SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-2217279
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

80 Orville Drive, Suite 102

Bohemia, New York 11716

(Address of Principal Executive Offices) (Zip Code)

______________________________

2012 Stock Option Plan

(Full title of the plan)

 ______________________________

Helena R. Santos

President and Chief Executive Officer

80 Orville Drive, Suite 102

Bohemia, New York 11716

(631) 567-4700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

______________________________

Copies to:

John F.F. Watkins, Esq.

David Boillot, Esq.

Reitler Kailas & Rosenblatt LLC

885 Third Avenue, 20th Floor

New York, New York 10022

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒

______________________________

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.05 Par Value	1,093,000(2)	$9.91(3)	$10,831,630	$1,181.73

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2012 Stock Option Plan (the “2012 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2)

Represents 1,093,000 additional shares of common stock authorized (i) as of February 28, 2020 under Amendment No. 1 to the 2012 Plan and (ii) as of March 1, 2021 under Amendment No. 2 to the 2012 Plan.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the OTCQB on March 11, 2021.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 150,000 shares of the Registrant’s common stock available to be issued pursuant Amendment No. 1 to the Registrant’s 2012 Stock Option Plan and (ii) 943,000 shares of the Registrant’s common stock available to be issued pursuant to Amendment No. 2 to the Registrant’s 2012 Stock Option Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on November 6, 2013 (File No. 333-192116) (the “2013 Registration Statement”), and the contents of the 2013 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Exhibits

See Index to Exhibits at the end of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on this 15th day of March, 2021.

SCIENTIFIC INDUSTRIES, INC.

By:	/s/ Helena R. Santos
Name:	Helena R. Santos
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Helena R. Santos	President, Chief Executive Officer, Chief Financial Officer and Treasurer
Helena R. Santos		March 15, 2021
/s/    John A. Moore	Chairman of the Board	March 15, 2021
John A. Moore
/s/    Joseph G. Cremonese
Joseph G. Cremonese	Director	March 15, 2021
/s/    Marcus Frampton
Marcus Frampton	Director	March 15, 2021
/s/    Reinhard Vogt
Reinhard Vogt	Director	March 15, 2021
/s/    Christopher Cox
Christopher Cox	Director	March 15, 2021

EXHIBIT INDEX

The following documents are filed as exhibits to this Registration Statement.

ExhibitNo.	Description of Exhibit
5.1	Opinion of Reitler Kailas & Rosenblatt LLC
23.1	Consent of Nussbaum Berg Klein & Wolpow, CPAs LLP, independent registered public accounting firm
23.2	Consent of Reitler Kailas & Rosenblatt LLC (included in Exhibit 5.1).

r

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of Scientific Industries, Inc. and its subsidiaries dated October 9, 2020, appearing in the Annual Report on Form 10-K of Scientific Industries, Inc. for the year ended June 30, 2020.

/s/ NussbaumBerg Klein & Wolpow, CPAs LLP

Melville, New York

March 15, 2021

EX-5

EXHIBIT 5.1

March 15, 2021

Scientific Industries, Inc.

80 Orville Drive

Bohemia, New York11716

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Scientific Industries, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about March 15, 2021, in connection with the registration under the Securities Act of 1933, as amended, of 1,093,000 additional shares (the “Shares”) of the Company’s Common Stock, par value $0.05 per share (the Common Stock”), reserved for issuance pursuant to the Company’s 2012 Stock Option Plan (the “Plan”). The Shares were authorized (i) as of February 28, 2020 under Amendment No. 1 to the Plan and (ii) as of March 1, 2021 under Amendment No. 2 to the Plan. This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In rendering this opinion, we have examined such documents, certificates and records as we have deemed appropriate for purposes of this letter.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters, without having independently verified such factual matters; however, we are not aware of any facts that would cause us to believe that the opinion expressed herein is not accurate.

We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

In connection with our opinion expressed below, we have assumed that, at or before the time of the delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act, that the registration will apply to such Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Shares.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. This opinion speaks only as of its date and we assume no obligation to update this opinion should circumstances change after the date hereof. This opinion is intended solely for your use in connection with issuance and sale of Shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ Reitler Kailas & Rosenblatt LLC

REITLER KAILAS & ROSENBLATT LLC