SCIENTIFIC INDUSTRIES INC

1. Nature of the Business and Basis of Presentation

Scientific Industries, Inc. and its subsidiaries (the “Company”) design, manufacture, and market a variety of benchtop laboratory equipment and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has a location in Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and administrative facilities in Pearl River, New York and Pittsburgh, Pennsylvania related to sales and marketing. The products, which are sold to customers worldwide, include pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools and through August 7, 2025 mixers, shakers, stirrers and refrigerated incubators (please refer to Note 11 for further discussion).

The accompanying (a) unaudited condensed balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements are prepared pursuant to the Securities and Exchange Commission’s rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States for complete financial statements are not included herein. The Company believes all adjustments necessary for a fair presentation of these interim statements have been included and that they are of a normal and recurring nature. These interim statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The results for the three and nine months ended September 30, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

2. Significant Accounting Policies

Principles*** of ***Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Scientific Industries, Inc., Scientific Bioprocessing Holdings, Inc. (“SBHI”), a Delaware corporation and wholly-owned subsidiary, which holds 100% of the outstanding stock of Scientific Bioprocessing, Inc. (“SBI”), a Delaware corporation, and aquila biolabs GmbH (“Aquila”), a German corporation and Scientific Packaging Industries, Inc., an inactive wholly-owned subsidiary (all collectively referred to as the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.

In accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations, the Company has classified the Genie Division of Scientific Industries, Inc. as discontinued operations. The results of discontinued operations are presented separately in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented, and the assets and liabilities of the Genie Division have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheets for all periods presented. (Note 11).

Liquidity and Going Concern Considerations

Historically at the end of each reporting period, the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the Consolidated Financial Statements were issued. Since the fiscal year ended June 30, 2020 the Company has recorded recuring losses from operations and continued cash outflow from operating activities as a result of its strategic focus on the Bioprocessing Systems Operations, which is still in its start-up stage.

Historically the Company has relied on equity financings. For the nine months ended September 30, 2025, in addition to equity financings, the Company generated positive cash flows as a result of the sale of the Genie Product line which occurred in August 2025. Please refer to Note 11 for further details. The Company reflected an accumulated deficit of $33,238,300 as of September 30, 2025 and continues to generate negative cash flows from its operations and expects to continue to generate negative cash flows from operations in the foreseeable future, however the Company expects that with the cash generated from the recent division sale plus other incoming cash related to the various post sale agreements is sufficient for at least one year from the date of issuance of the consolidated financial statements for the nine months ended September 30, 2025.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. Accordingly, Unaudited Condensed Consolidated Financial Statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and the commitments in the ordinary course of business. Based on management’s current operating plan, the Company believes its cash on hand, including its investments, are sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying unaudited condensed consolidated financial statements. However, there is no assurance that management's current operating plan will be successful.

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes - Improvements to Income Tax Disclosures. This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. For public companies, the amendments in this update are effective for annual periods beginning after December 12, 2024, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025-01 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-04. The ASU requires, among other things, more detailed disclosures about the type of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative expenses and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The guidance, clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our disclosures.

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the current period presentation

3. Fair Value of Financial Instruments

The Company follows ASC 820, Fair Value Measurement, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements do not include transaction costs.

The accounting guidance also expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are described below:

Level 1 Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable.

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculated the fair value of its Level 1 and 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and its counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The following tables set forth by level within the fair value hierarchy, the Company’s financial assets that were accounted for at fair value on a recurring basis as of September 30, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Investments in marketable securities by security type as of September 30, 2025, and December 31, 2024, consisted of the following:

4. Inventories

5. Goodwill and Finite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Company’s acquisitions. Goodwill amounted to $115,300 as of September 30, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Finite lived intangible assets are as follows:

Total amortization expense was $75,200 and $127,000 for the three months ended September 30, 2025, and September 30, 2024, respectively.

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Total amortization expense was $296,700 and $385,600 for the nine months ended September 30, 2025, and September 30, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of September 30, 2025, is as follows:

6. Commitment and Contingencies

Legal Matters

During the normal course of business, the Company may be named from time to time as a party to claims and litigations arising in the ordinary course of business. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of September 30, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

Leases

The Company’s approximate future minimum rental payments under all operating leases as of September 30, 2025, were as follows:

7. Stockholders’ Equity

Issuance of Common Stock and Warrants

On August 18, 2025, certain investors exercised warrants that were granted under the April 18, 2025 private placement described in the next paragraph for an aggregate of $500,000, resulting in the issuance of (i)375,000 shares of the Company’s common stock, par value $0.05 per share (“Common Stock”) and (ii) pre-funded warrants to purchase 125,000 shares of Common Stock.

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April Purchase Agreement”) with certain investors (each an “April Investor” and collectively, the “April Investors”) pursuant to which the Company sold in a private placement, and the Investors purchased, an aggregate of 1,550,000 Units, comprising (i)1,050,000 shares of the Company’s Common Stock, (ii) pre-funded warrants to purchase 500,000 shares of Common Stock and (iii) warrants to purchase 1,550,000 shares of Common Stock, for a total consideration of $1,550,000. The Company recognized $97,800 of issuance cost, which was attributable to legal and placement agent fees.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the Securities Purchase Agreement (the “2024 Purchase Agreement”) entered on December 13, 2023, as filed in the Company’s Form 8-K on December 15, 2023. At this closing, the Company sold an aggregate of 358,388 Units (“2024 Units”), comprising 358,388 shares of the Company’s Common Stock and warrants (“2024 Warrants”) to purchase 358,388 shares of Common Stock for a total consideration of $716,776. The Company recognized $98,700 of issuance cost, which includes $71,100 attributable to legal and placement agent fees and $27,600 attributable to the fair value of warrants issued to the placement agent, to purchase up to 17,919 shares of Common Stock at an exercise price of $2.00 per share on substantially the same terms as the 2024 Warrants issued to the purchasers of 2024 Units (“2024 Investors”).

As an incentive to certain 2024 Investors of the Company who participated in previous private placements and received as part of those financings, warrants (“Outstanding Warrants”) to purchase shares of Common Stock, the Company agreed that if any such 2024 Investor were to purchase 2024 Units at a certain level in the 2024 Offering, the Company would reduce the exercise price of the Outstanding Warrants held by such 2024 Investor to $2.50 per share and extend the period in which such Outstanding Warrants could be exercised to the fifth anniversary of the date on which such 2024 Investor purchased Units under the 2024 Purchase Agreement. Each such 2024 Investor purchasing Units at the requisite level received a new warrant (the “Replacement Warrants”) to replace such 2024 Investor’s Outstanding Warrants. On January 17, 2024, as a result of their purchase of 2024 Units, 2024 Investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants with 333,884 Replacement Warrants having a reduced exercise price of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2024 Purchase Agreement.

Salary for Equity Incentive Options

On April 1, 2024 and May 17, 2024, as part of the Company’s strategic initiatives to reduce operating costs and conserve cash for operations, the Company offered a voluntary Salary/Compensation Waiver Program pursuant to which each director, officer and employee of the Company and its subsidiaries could elect to waive a portion of his or her salary/compensation for twelve months and receive instead options to purchase shares of Common Stock of the Company (the “waiver program stock options”). Under this program, the Company issued 10-year options to purchase 628,960 shares of Common Stock, each having an exercise price of $2.50 per share, vesting monthly over twelve months, valued at $948,200 on the grant date using the Black-Scholes-Merton option pricing model.

Equity Cancel and Replacement Options

On April 1, 2024, as part of the Company’s strategic initiatives to incentivize current employees, the Company entered into a cancellation and replacement agreement regarding certain out-of-the money outstanding employee stock options (the “replacement stock options”), whereby employees surrendered out-of-the-money outstanding stock options (“cancelled option awards") and the Company granted replacement stock options in the same number, having an exercise price of $2.50 per share, which replacement options vest monthly over three years from their date of issuance. The Company accounted for the issuance of these replacement stock options as a modification of the terms of the cancelled option awards and in accordance with ASC 718-20-35-2A, the Company will recognize a $613,400 stock compensation expense over the three-year vesting period, which compensation expense was determined by reference to the grant-date fair value of the original award for which the service is expected to be rendered at the cancellation date, plus incremental costs measured as the excess of the fair value of the replacement options on the grant date using the Black-Scholes-Merton option pricing model over the fair value of the cancelled option award at the cancellation date in accordance with ASC 718-20-35-3.

Board of Director Stock Options

On April 12, 2024, the Board of Directors of the Company (the “Board”) appointed Michael Blechman (“Mr. Blechman”) as (i) a Class B Director of the Company, (ii) a member of the Board’s audit committee, (iii) a member of the Board’s compensation committee, and (iv) the Chair and a member of the Company’s Nominating Committee. On May 17, 2024, in connection with such appointment, the Company granted and issued to Mr. Blechman stock options to purchase 25,000 shares of the Common Stock of the Company with an exercise price of $1.75 which vest monthly over three years, and were valued at $34,500 on the grant date using the Black-Scholes-Merton option pricing model.

On July 1, 2024, the Company granted and issued stock options to purchase 10,000 shares of the Common Stock of the Company, to each of Christopher Cox, John Nicols, and Jurgen Schumacher, as part of their annual compensation for serving as independent directors of the Board. The stock options have a 10-year life, an exercise price of $1.29, were 100% vested one year after the grant date, and were valued at $10,400 on the grant date using the Black-Scholes-Merton option pricing model.

On July 1, 2024, the Company granted and issued stock options to purchase 5,000 shares of the Common Stock of the Company, to each of Michael Blechman, Christopher Cox, and John Nicols, as part of their annual compensation serving as independent Committee Chairmen of the Company’s Board Committees. The stock options have a 10-year life, an exercise price of $1.29, will be 100% vested one year after the grant date, and were valued at $5,200 on the grant date using the Black-Scholes-Merton option pricing model.

8. Loss Per Common Share

The Company presents the computation of earnings per share (“EPS”) on a basic basis. Basic EPS is computed by dividing net income or loss by the weighted average number of shares outstanding during the reported period. Diluted EPS is computed similarly to basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued. Common shares are excluded from the calculation if they are determined to be anti-dilutive. The following table sets forth the weighted average number of common shares outstanding for each period presented.

Approximately 2,236,919 and 9,161,660 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2025 because the exercise price of the options and warrants outstanding for both periods were below the current fair market value of the Company's common stock.

Approximately 1,835,447 and 8,232,510 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2024

9. Related Parties

Consulting Agreements

During the three months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $24,000 and $24,000, respectively, to Mr. John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

During the nine months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $72,000 and $71,300, respectively, to Mr. John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

10. Segment Information and Concentration

The Company views its operations as two operating segments: the manufacture and marketing of standard benchtop laboratory equipment for research in university, hospital and industrial laboratories sold primarily through laboratory equipment distributors and laboratory and pharmacy balances and scales (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products (“Bioprocessing Systems”). The Company also has included a non-operating Corporate segment. All inter-segment revenues are eliminated.

Segment information is reported as follows.

For the three months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

Segment information is reported as follows.

For the nine months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

A reconciliation of the Company’s consolidated segment (loss) from operations to consolidated income (loss) from operations before income taxes and net loss for the three and nine months ended September 30, 2025 and 2024, respectively are as follows:

11. Discontinued Operations

On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold substantially all of the assets of the Genie Division of the Company’s Benchtop Laboratory Equipment Operations located in Bohemia, New York to Troemner, LLC (the “Buyer”). Such assets consisted primarily of fixed assets, inventory, and intangible assets, of which the Company has no remaining assets or liabilities as of September 30, 2025. The purchase price consisted of $9,600,000 minus certain working capital adjustments plus an earn-out up to an aggregate of $1,500,000, of which $1,140,000 is guaranteed if the Seller performs certain obligations under a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition services agreements (“TSA”), under which the Company will supply products currently produced by the Division to the Buyer for a period of at least six months, renewable for 3 month periods up to a total of twelve months, plus transition services which include training and transfer of knowhow by Seller to the Buyer. The amounts earned by the Company under the earn-out provision of the agreements are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses.

For the September 30, 2025, the Current Assets for Discontinued Operations of $108,000 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $77,800 reflect a payable to the buyer. As of December 31, 2024, historical assets and liabilities were restated to derecognize those assets and liabilities related to the Genie product line.

The gain on disposal was calculated as follows:

The following is the breakdown of the income generated from discontinued operations.