form8ka
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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):
April 28, 2021
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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
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(Former
name or former address, if changed since last report)
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
As
previously reported, on April 28, 2021, Scientific Bioprocessing
Holdings, Inc. (“Bioprocessing”), a wholly-owned
subsidiary of Scientific Industries, Inc. (the “Company),
entered into an Agreement on the Sale and Transfer of all Shares in
aquila biolabs GMBH (the “Acquisition Agreement”) with
each of the owners (the “Sellers”) of the share capital
of aquila biolabs GMBH (“aquila”) pursuant to which
Bioprocessing agreed to purchase and the Sellers agreed to sell all
the outstanding share capital of aquila (the
“Acquisition”). The closing of the purchase and sale
(the “Closing”) occurred on April 29, 2021. The
aggregate consideration paid for the share capital of aquila was
€ 6,499,063 (US$7,880,114). The
Acquisition Agreement contains customary conditions,
representations, warranties, indemnities and covenants by, among,
and for the benefit of the parties
This
amendment to the Company's Report on Form 8-K filed on April 30,
2021 is being filed to provide the financial statements required in
connection with Bioprocessing's acquisition on April 29, 2021 of
all the shares in aquila from each of the Sellers. (See Item
9.01).
ITEM 9.01 Financial Statements and Exhibits
Financial Statements. The
required financial statements of aquila are attached
hereto.
(a)
Financial
Statements and Notes of Business Acquired (Attached as Exhibit
99.1)
(b)
Pro forma financial
information (attached as exhibit 99.2)
i.
Pro Forma Condensed
Balance Sheet as of March 31, 2021
ii.
Pro Forma Condensed
Statement of Operations for the nine months ended March 31,
2021and year ended June 30, 2020
(c) Exhibits
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Exhibit No.
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Description
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4.1
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Form of
Warrant (1)
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4.2
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Registration
Rights Agreement by and among the Company and the Investors
(1)
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10.1
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Acquisition
Agreement by and among the Company and the Sellers (1)
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10.2
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Form of
Service Agreement (1)
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10.3
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Purchase
Agreement by and among the Company and the Investors
(1)
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99
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Financial
Statements:
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99.1
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Audited
Financial Statements of Business Acquired
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99.2
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The
unaudited Pro Forma Condensed Combined Financial
Statements
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(1)
– Previously
filed with the Current Report on Form 8-K, dated April 30,
2021.
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10.2
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Form of
Service Agreement (1)
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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 12, 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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