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, weight and measurement, and bioprocessing products. The Company is headquartered in Bohemia, New York where it produces benchtop laboratory and pharmacy equipment. Additionally, the Company has two other locations in Pittsburgh, Pennsylvania and Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and an administrative facility in Pearl River, New York related to sales and marketing. The products, which are sold to customers worldwide, include pharmacy balances and analytical scales, force gauges, pill counters, bioprocessing sensors and analytical tools.

Principles of Consolidation

The accompanying 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, since its acquisition on April 29, 2021 (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 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 consolidated balance sheets for all periods presented.

Going Concern

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. The Company has recorded recurring losses from operations and continued cash outflows 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 to support recurring business operations. For the year ended December 31, 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. The Company has an accumulated deficit of $35,150,900 as of December 31, 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 to fund operations of the Company for at least one year from the date of issuance of the consolidated financial statements for the year ended December 31, 2025.

In order to continue as a going concern, the Company will need to decrease expenses or materially increase revenues, and/or secure additional external capital resources. 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 consolidated financial statements; however, there is no assurance that management's current operating plan will be successful.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, the valuation allowance of net, deferred taxes. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

The Company recognizes revenue in accordance with “ASC” Topic 606, “Revenue from Contracts with Customers”. The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

The Company determines revenue recognition through the following steps:

The Company has made the following accounting policy elections and elected to use certain practical expedients, as permitted by the Financial Accounting Standards Board (“FASB”), in applying ASC Topic 606: 1) All revenues are recorded net of returns, allowances, customer discounts, and incentives; 2) Although sales and other taxes are immaterial, the Company accounts for amounts collected from customers for sales and other taxes, if any, net of related amounts remitted to tax authorities; 3) the Company expenses costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; 4) the Company accounts for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service and these fulfillment costs fall within selling expenses; 5) the Company is always considered the principal and never an agent, because it has full control and responsibility until title is transferred to the customer and 6) the Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.

The Company’s subscription revenue as further discussed below is recognized ratably over the subscription period, which is 12 months.

Nature of Products and Services

The Company generates revenues from the following sources: (1) Benchtop Laboratory Equipment Operations and (2) Bioprocessing Systems Operations.

Benchtop Laboratory Equipment Operations' revenues are comprised primarily of benchtop weighing and measurement equipment sold to distributors, or to end users primarily via e-commerce. The sales cycle from time of receipt of order to shipment is very, short varying from a day to a few weeks. Customers either pay by credit card (e-commerce sales) or Net 30-60, depending on the customer. Revenue is recognized at the point in time when the item is shipped. Once the item is shipped under the FOB terms specified in the order, which is primarily “FOB Factory”, other than a standard warranty, there are no other obligations to the customer. Warranty usually consists of one year parts and labor and is deemed immaterial. In addition, the Company recently introduced subscription plans, exclusively to the Benchtop Laboratory Equipment Operations' VIVID ONE/WORKSTATION customers, providing them with access to certain cloud-based information through payment of an annual subscription fee. The Company recognized revenue related to these subscriptions amounting to $115,100 and $67,000 for the years ended December 31, 2025 and 2024, respectively.

Bioprocessing Systems Operations revenues are comprised primarily of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products offered for sale include the Cell Growth Quantifier (“CGQ”) for Biomass monitoring in shake flasks, the Liquid Injection System (“LIS”) for automated feeding in shake flasks, and a line of coaster systems and flow-through cells for pH and DO monitoring. Revenue is recognized at the point in time when the item is shipped.

Segment Reporting

The Company views its operations as two operating segments, that are also the two reporting segments: the manufacture and marketing of benchtop laboratory equipment sold primarily through distributors consisting of balances, scales, moisture analyzers, force gauges, pill counters (“Benchtop Laboratory Equipment Operations”), and the manufacture, design, and marketing of bioprocessing systems and products (“Bioprocessing Systems Operations”).

The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss.

The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with original maturities of 90 days or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of December 31, 2025 and 2024, $90,400 and $0, respectively, of cash balances were in excess of the FDIC limit.

Allowance for Credit Losses - Accounts Receivable

The allowance for credit losses required under ASC 326 is a valuation account that is deducted from the accounts receivables’ cost basis on the Company’s consolidated balance sheets. The Company’s accounts receivables are generated from the sales revenue derived from the Company’s Benchtop Laboratory Equipment and Bioprocessing Systems segments. The Company elected to estimate expected losses using an analytical model based on methods that utilize the accounts receivable aging schedule. This analytical model incorporates historical loss activity, geographic location, customer-specific information, collection terms and customer amounts. The Company evaluates the estimated allowance on an aggregate basis as each individual account receivable shares similar risk characteristics.

The allowance for credit losses as of December 31, 2025 and 2024 was $8,300 and $15,600, respectively.

Investment Securities

The Company’s investment securities are classified as mutual funds and recorded at fair value. Changes in fair value of mutual funds are recorded as net unrealized gains or losses in other income (loss), net on the consolidated statement of operations and comprehensive loss.

The Company determines the cost of the investment sold based on an average cost basis at the individual security level and records the interest income and realized gains or losses on the sale of these investments in other income, net on the consolidated statement of operations and comprehensive loss.

Inventories

Current and noncurrent inventories recorded other than those of Aquila, are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories. The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand compared to estimated future usage and sales. Cost of work-in-process and finished goods inventories include material, labor and manufacturing overhead. As needed, the Company may purchase critical raw materials that are used in the core production process in quantities that exceed anticipated consumption within the normal operating cycle, which is 12 months. The Company classifies such raw materials that the Company does not expect to consume within the normal operating cycle as noncurrent.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is provided for primarily by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized by the straight-line method over the remaining term of the related lease or the estimated useful lives of the assets, whichever is shorter.

Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net*** ***

Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of ASC No. 350, “Intangibles- Goodwill and Other” (“ASC No. 350”). ASC No. 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

As of December 31, 2025, the Company had two reporting units, the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations. Goodwill is tested for impairment by reporting unit on an annual basis as of December 31, the last day of its fiscal year, and in the interim if events and circumstances indicate that goodwill may be impaired. The events and circumstances that are considered in the Company’s goodwill impairment testing include business climate and market conditions, legal factors, operating performance indicators and competition. Impairment of goodwill is first assessed using a qualitative approach. If the qualitative assessment suggests that impairment is more likely than not, a quantitative analysis is performed. The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount. The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimate future cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital. The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. To the extent additional information arises, market conditions change, or our strategies change, it is possible that the conclusion regarding whether our remaining goodwill is impaired could change and result in future goodwill impairment charges that will have a material effect on our consolidated financial position or results of operations.

During the year ended December 31, 2025, the Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operation reporting unit. This qualitative analysis evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting unit. In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount.

As of December 31, 2025 and 2024 there was no remaining goodwill to the Bioprocessing System Operations reporting unit.

Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names. All intangible assets are amortized on a straight-line basis over the estimated useful lives of the respective assets, generally 3 to 10 years. The Company continually evaluates the remaining estimated useful lives of intangible assets that are being amortized to determine whether events or circumstances warrant a revision to the remaining period of amortization. The Company reviews the recoverability of our finite-lived intangible assets and long-lived assets, when events or conditions occur that indicate a possible impairment exists. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. The assessment for recoverability is based primarily on our ability to recover the carrying value of its long-lived and finite-lived intangible assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of the assets the asset is deemed not to be recoverable and possibly impaired. We then estimate the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the asset’s fair value is determined to be less than its carrying value. Fair value is determined by computing the expected future discounted cash flows.

Impairment of Long-Lived Assets

The Company follows the provisions of ASC No. 360-10, “Property, Plant and Equipment - Impairment or Disposal of Long-Lived Assets (“ASC No. 360-10”). ASC No. 360-10 which requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation for impairment is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write down to a new depreciable basis is required. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets. The Company concluded that as of December 31, 2025, an impairment loss of $291,000 was required against long-lived intangible by the Company's Bioprocessing Systems Operations reporting unit as of December 31, 2025. There was no impairment recorded by the Company as of December 31, 2024.

Leases

The Company accounts for its leases under ASC 842, “Leases”. The Company determines whether an agreement contains a lease at inception based on the Company’s right to obtain substantially all of the economic benefits from the use of the identified asset and its right to direct the use of the identified asset. Lease liabilities represent the present value of future lease payments and the Right-Of-Use (“ROU”) assets represent the Company’s right to use the underlying assets for the respective lease terms. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The ROU asset is further adjusted to account for previously recorded lease expenses such as deferred rent and other lease liabilities. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate as the discount rate to calculate the present value of future lease payments, which was the interest rate that its bank would charge for a similar loan.

The Company elected not to recognize a ROU asset and a lease liability for leases with an initial term of twelve months or less. In addition to minimum lease payments, certain leases require payment of a proportionate share of real estate taxes and certain building operating expenses or payments based on an excess of a specified base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability of the payment amount and are recorded as lease expenses in the period incurred. The Company’s lease agreements do not contain residual value guarantees.

The Company elected available practical expedients for existing or expired contracts of lessees wherein the Company is not required to reassess whether such contracts contain leases, the lease classification or the initial direct costs.

Advertising

Advertising costs are expensed as incurred. Advertising expense amounted to $278,000 and $324,600 for the years ended December 31, 2025 and 2024, respectively.

Research and Development

Research and development costs consisting of expenses for activities that are useful in developing and testing new products, as well as expenses that may significantly improve existing products, are expensed as incurred.

Stock Compensation Plan

Stock-based compensation is accounted for in accordance with ASC No. 718 “Compensation-Stock Compensation” (“ASC No. 718”) which requires compensation costs related to stock-based payment transactions to be recognized. With limited exceptions, the amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards are measured at each reporting period. Compensation costs are recognized over the period that an employee provides service in exchange for the award.

The Company estimates the fair value of each stock-based grant using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The expected volatility is based on the historical volatility of the Company's stock price over the most recent period commensurate with the expected term of the stock option award. The estimate expected term is based on management’s analysis of historical exercise activity. The risk-free interest rate is based on published U.S. Treasury rates for a term commensurate with the expected term. The dividend yield is estimated as zero as the Company has not paid dividends in the past and does not have any plans to pay any dividends in the foreseeable future. The Company has elected to account for forfeitures only when they occur.

Foreign currency translation and transactions

The Company has determined that the functional currency and reporting currency for its Aquila operations in Germany is the Euro and the U.S. Dollar, respectively. All assets and liabilities of Aquila are translated at the current exchange rate as of the end of the reporting period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income (loss). Gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income.

Income taxes

The Company and its subsidiaries file a consolidated U.S. federal income tax return, and a tax return in Germany for Aquila. Income taxes are accounted for under the asset and liability method. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of December 31, 2025 and 2024, respectively, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters.

The Company recognizes interest and penalties on any unrecognized tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits. The Company is subject to U.S. federal income tax, as well as various state jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the fiscal years ended June 30, 2022 and after. The Company is currently open to audit under the statute of limitations by German tax authorities for the years ended December 31, 2020 and thereafter. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

Earnings (Loss) Per Common Share

Basic earnings or loss per common share is computed by dividing net income (loss) by the weighted-average number of shares outstanding. Diluted earnings or loss per common share includes the dilutive effect of stock options and warrants, if any. The Company was in a net loss position for the years ended December 31, 2025 and 2024, respectively, therefore the basic loss per share is the same as dilutive loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consists of stock options and warrants are anti-dilutive.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements not yet adopted

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue from Contracts with Customers”. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating ASU 2025-05 to determine the impact it may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270)”, which is intended to improve the navigability of the guidance in ASC 270, “Interim Reporting”, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with U.S. GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2025-11 to determine the impact it may have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (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 types 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, as 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.

There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.

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. For Level 3 instruments, where observable inputs are not available, the fair value was determined based on the price shares were purchased and redeemed as of December 31, 2025 by the funds. These investments which seek high current income, comprise of private credit funds which deal in first lien senior secured debt and asset based lending in the United States that are issued in private offerings. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The carrying amounts of cash, cash equivalents, accounts receivable, and accounts payable approximate their fair value due to their short-term maturity and insignificant risk of value changes.

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 December 31, 2025 and 2024, respectively, according to the valuation techniques the Company used to determine their fair values:

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

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2025 and 2024

4. Inventories

5. Property and Equipment, Net

Depreciation expense was $258,500 and $243,000 for the years ended December 31, 2025 and 2024, respectively.

Certain Property and Equipment were sold as part of the sale of the Genie Division and are presented within the Gain on Sale of Discontinue Operations as further discussed in note 17.

During the year ended December 31, 2025, the Company wrote off fully depreciated property and equipment assets for the cost amount of $180,100 and for the accumulated depreciated amount of $180,100.

During the year ended December 31, 2024, the Company wrote off fully depreciated property and equipment assets for the cost amount of $29,600 and for the accumulated depreciated amount of $29,600.

6. 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 December 31, 2025 and 2024, respectively, all of which is expected to be deductible for tax purposes.

The components of finite lived intangible assets are as follows:

Total amortization expense was $351,500 and $507,700 for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025 the Company assessed the recoverability of intangible assets, consisting primarily of customer relationships, technologies, software and trademarks, for impairment in accordance with ASC 350-360. It was determined that the future cash flows from these assets are lower than the carrying amount on the consolidated balance sheet. Therefore, an impairment charge of $291,000 was recorded for the SBHI unit intangible assets.

Estimated future amortization expense of intangible assets as of December 31, 2025 is as follows:

7. Line of Credit

As of December 31, 2025 the Company had terminated its Demand Line of Credit with First National Bank of Pennsylvania which had provided borrowings up to $300,000 for regular working capital needs and bore interest at the U.S. Prime Rate. The line of credit was secured by a pledge of the Company's assets and as a result of the sale of the Genie® Division of the Benchtop Laboratory Equipment Operations on August 7, 2025, the Company terminated the line of credit. There were no borrowings outstanding as of December 31, 2025 or 2024.

8. Commitments and Contingencies

Legal Matters

The Company may be named from time to time as a party to claims and litigation 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 December 31, 2025, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

Employment Agreements

The Company has an employment agreement with its Chief Executive Officer/President, which expires on June 30, 2026*.*The agreement contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or the Chief Executive Officer/President terminates the employment for “good reason”, the Chief Executive Officer/President will have the right to receive a lump sum payment equal to three times the average of their total annual compensation paid for the last five years preceding such termination. The employment agreement also contains a termination provision stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination.

The Company has an employment agreement with its Chairman, which expires on June 30, 2026. The employment agreement contains termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the employee resigns for “good reason”(as such term is defined in the agreement) , the Company shall pay severance payments equal to six months’ salary. The Company will continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.

The Company has employment agreements with the Chief Executive Officer of Aquila and three managing directors of Aquila for an indefinite term, which can be terminated by either party upon a twelve month written notice for the Chief Executive Officer and a six month written notice for the three managing directors, in accordance with German law.

The Company has an employment agreement with the President of the Torbal® Division of the Benchtop Laboratory Equipment Operations, which expires on December 31, 2028, which may be extended for two additional one-year periods unless and until the Company or the employee provides no less than ninety days’ notice prior to the end of the term*.*The agreement contains a provision that if the Company terminates the employment for any reason other than for “cause” or the employee terminates the employment for “good reason” as defined in the agreement, the employee will have the right to receive a lump sum payment equal to three times the then current annual compensation preceding such termination, plus any accrued and unused vacation and sick time, and health benefits for twelve months following the termination. The employment agreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination.

9. Related Parties

Consulting Agreement

On September 19, 2023, the Company’s Bioprocessing System segment entered into a one year consulting agreement with John Nicols, a Director of the Company, with automatic renewals, unless either party gives a thirty-day notice. The agreement provided that the consultant be paid a monthly retainer fee of $8,000 and issued 35,000 stock options which vested monthly over a one year period, valued at $114,700 on the grant date using the Black-Scholes-Merton option pricing model. For each of the years ended December 31, 2025 and 2024, the Company paid fees under the consulting agreement of $96,000, respectively.

10. Leases

The Company leases certain properties consisting principally of a facility in Bohemia, New York (headquarters) which was amended in September 2021 to increase the space by approximately 25% and extend the lease term through October 2028. The Company leased a 1,200 square foot facility in Orangeburg, New York where it conducted its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, which expired at the end of October 2024 and was not renewed and continued as a monthly lease through the end of December 31, 2024. On January 1, 2025, the Company entered into a lease for a 220 square foot facility in Pearl River, New York where it conducts its sales and marketing functions, primarily for the Torbal® Products Division of the Benchtop Laboratory Equipment operations, expiring in December 2027. The Company’s Bioprocessing Systems operations are conducted in co-sharing office space in Pittsburgh, Pennsylvania, which expired in March 2025 and is currently on a month-to-month basis, and a 5,252 square foot facility in Baesweiller, Germany, the lease which was renewed in December 2025 to extend the lease term to December 31, 2027, comprised of manufacturing, engineering, and administrative space. The Company entered into various lease agreements to lease motor vehicles and other equipment. The contractual period of each vehicle lease is generally 36 months and the leases were determined to qualify for operating lease treatment upon the lease commencement date. There are no renewal options with any of the leases, no residual values or significant restrictions or covenants other than those customary in such arrangements, and no non-cash activities. Any rent escalations incorporated within the Company’s leases are included in the calculation of the future minimum lease payments, as further described below. All of the Company’s leases are deemed operating leases.

The Company’s approximate future minimum rental payments under all operating leases as of December 31, 2025 are as follows:

11. Loss Per Common Share

Basic Earnings Per Share (“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 similar 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 2,246,100 and 8,111,700 shares of the Company's common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the year ended December 31, 2025. Approximately 55,000 total options and warrants were excluded from the calculation for Discontinued operations because the effect of such securities is anti-dilutive because they are out of the money.

Approximately 1,835,400 and 8,232,500 shares of the Company's common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the year ended December 31, 2024. There were no options and warrants excluded from the calculation for Discontinued operations because the effect of such securities is anti-dilutive because they are out of the money.

12. Common Stock and Warrants

Authorized Shares

The Company’s total number of authorized shares of Common Stock are 30,000,000 since November 29, 2023 as approved by majority shareholders’ consent.

The shareholders of the Company approved the adoption of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) providing for the issuance of up to 1,750,000 shares of Common Stock plus outstanding options granted under the Company’s 2012 Stock Option Plan that expire or are forfeited. The 2022 Plan provides various stock awards including incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards, which can be awarded to employees and directors of the Company and its subsidiaries. Subsequent to year end at the Annual Meeting of Shareholders on January 22, 2026 the shareholders approved an amendment to the Company’s 2022 Plan to increase the number of shares of Common Stock available for issuance thereunder to 3,750,000.

Issuance and Sale of Common Stock

2023 Securities Purchase Agreement

On December 13, 2023, the Company entered into a Securities Purchase Agreement (“the 2023 Purchase Agreement”) with certain investors (collectively, the “Investors”) pursuant to which the Investors agreed to subscribe and purchase up to 3,500,000 Units at a price per Unit of $2.00, or an aggregate purchase price of $7,000,000 at which included warrants (the “Warrants”) at an exercise price of $2.50 per share. The Warrants were immediately exercisable and expire five years from their date of issuance. If at any time commencing 12 months from the date of the issuance of a Warrant, but before the expiration of the Warrant, the volume weighted average pricing of the Company’s common stock exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like) for each of thirty consecutive trading days, then the Company may, at any time in its sole discretion, call for the exercise of the Warrants, in their entirety.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the 2023 Purchase Agreement discussed above. On this closing, the Company sold an aggregate of 358,388 Units, comprising 358,388 shares of the Company’s common stock and 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 Warrants issued to the purchasers of Units.

2025 Securities Purchase Agreement

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April 2025 Purchase Agreement”) with certain investors (each an “April Investors”) pursuant to which the Company sold in a private placement, and the April Investors purchased, an aggregate of 1,550,000 units, which comprised of (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 costs, which was attributable to legal and placement agent fees.

Warrants

In connection with a private placement transaction completed on April 18, 2025, the Company issued 1,050,000 of common stock and 500,000 pre-funded warrants to purchase common stock at an exercise price of $1.00 per share. The warrants are immediately exercisable, have no expiration date and are subject to a beneficial ownerhip limitation of 9.99%. In October 2025, an additional 125,000 prefunded warrants were issued in connection with warrant exercises under the same terms.The warrants are classified in equity pursuant to ASC 480 and ASC 815-40 as they are indexed to the Company’s own stock and require settlement in a fixed number of shares.

As of December 31, 2025,625,000 pre-funded warrants remain outstanding. These warrants are included in both basic and diluted EPS as they are exercisable for nominal amount and are considered common stock equivalents

Replacements Warrants

On January 17, 2024, certain investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants, with each Replacement Warrant having a reduced exercise price of such Outstanding Warrants of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2023 Purchase Agreement. The Company measured and recognized a fair value change of $423,800 related to the modification and issuance of the Replacement Warrants, recorded as equity issuance cost in the consolidated statement of changes in Shareholders’ equity for the year ended December 31, 2024.

Underwriter Warrants

As part of its compensation as placement agent for the 2023 Purchase Agreement described above, the Company issued to the placement agent or its designees warrants to purchase up to 157,081 shares of Common Stock at an exercise price of $2.00 per share on substantially the same terms as the Warrants issued to the Investors . The Warrants were valued on each closing grant date, using the Black-Scholes-Merton option pricing model and the Company recognized $645,100 as equity issuance cost in the statement of changes in Shareholders’ equity for the year ended December 31, 2024.

Warrant Summary

The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and 2024, respectively.

Terms of the outstanding warrants as of December 31, 2025 are as follow:

13. Stock Options

The Company’s 2022 Equity Incentive Plan (“2022 Plan”) provides for the issuance of up to 1,750,000 shares of the Company’s Common Stock, par value $0.05 per share, plus outstanding options granted under the Company’s previous 2012 Stock Option Plan that expire or are forfeited. Incentive stock options may be granted to employees at an exercise price equal to 100% (or 110% if the optionee owns directly or indirectly more than 10% of the outstanding voting stock) of the fair market value of the shares of Common Stock on the date of the grant. Nonstatutory stock options shall be granted at the fair market value of the shares of Common Stock on the date of grant. Both Incentive and Nonstatutory stock options cliff-vest over five years. As of December 31, 2025,53,151 combined shares of Common Stock were available for grant of options under the 2022 Plan.

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 separately options to purchase shares of the Common Stock of the Company (the “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, recorded as stock-based compensation during the applicable period.

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 replacements 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 $613,400 stock compensation expense over the three-year vesting period, which was determined by the grant-date fair value of the 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, 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 to each of Christopher Cox, John Nicols, and Jurgen Schumacher, as part of their annual compensation serving as independent Board members of the Company. These stock options have a 10-year life, an exercise price of $1.29, vest 100% one year after the grant date, and 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 to each of Michael Blechman, Christopher Cox, and John Nicols, as part of their annual compensation serving as independent Committee Chairmen of the Company. The stock options have a 10-year life, an exercise price of $1.29, vest 100% one year after the grant date, and valued at $5,200 on the grant date using the Black-Scholes-Merton option pricing model.

On July 1, 2025, the Company granted and issued stock options to purchase 15,000 shares of the Common Stock to each of Michael Blechman, Christopher Cox and John Nicols as well as 10,000 shares to Jurgen Schumacher, as part of their annual compensation serving as independent Board members of the Company. These stock options have a 10-year life, an exercise price of $0.65, vest 100% one year after the grant date, and valued at $9,750 for Blechman, Cox and Nicols and $6,500 for Schumaher on the grant date using the Black-Scholes-Merton option pricing model.

Other Stock Options

On July 21, 2023, the Company’s Bioprocessing System segment entered into a separation agreement with their VP of Sales (“former employee”). In connection with the separation agreement, the Company extended the exercisability of the former employee’s vested stock options up through the expiration date of July, 13, 2030, which the Company recorded an additional $684,900 of noncash stock-based compensation expense related to the modification of the exercisability of the vested stock options.

The following table summarizes the weighted-average assumptions used for the Black-Scholes option pricing model to determine the fair value of our stock options for the year ended December 31, 2025 and 2024, respectively:

Expected volatility is estimated based on historic volatility of the Company’s common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option.

Total stock-based compensation costs were $520,700 and $1,165,400 for the year ended December 31, 2025 and 2024, respectively.

Stock-based compensation costs related to nonvested awards expected to be recognized in the future are $464,200 and $757,100 as of December 31, 2025 and 2024, respectively.

The weighted-average period over which the nonvested awards is expected to be recognized are 2.04 years and 1.55 for the year ended December 31, 2025 and 2024, respectively.

The following table summarizes option activity under all plans for the year ended December 31, 2025 and 2024, respectively:

14. Segment Information

The Company views its operations as two operating segments, that are also the two reporting 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 Operations”).

The Company’s chief operating decision maker (“CODM”) regularly reviews revenue and operating income/loss for each segment in determination of allocating resources and assessing financial performance results for each operating segment. In their combined capacity as a group of top executives, the Company’s President and Chief Executive Officer and the Chief Executive Officer and President of the Bioprocessing Systems Operations, have been identified as the Company’s CODM. Significant segment expenses regularly provided to the CODM relate to employee compensation expenses which are included within the reported measure(s) of the Company’s segments profit or loss.

The Company eliminates inter-segment activity in the Company’s reporting segment results to be consistent with the information that is presented to the CODM, in accordance to ASC 280-10-580-28A. The Company also included a Non-operating Corporate segment in the Company’s reporting segment results.

Segment and geographical information is reported as follows

Geographical Information

(a) Revenues are attributed to countries based on location of customer

For the year ended December 31, 2025, one customer accounted for approximately $1,577,100, revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10% or more of the Company’s total revenue.

For the year ended December 31, 2024, one customer accounted for approximately $1,119,000 revenue from the Benchtop Laboratory Equipment Segment, of which the revenue is 10% or more of the Company’s total revenue.

For the year ended December 31, 2025, purchases from one vendor, represented in the aggregate 15.2% and 15.0% of consolidated net purchases for the years ended December 31, 2025 and 2024, respectively

A reconciliation of the Company's consolidated segment loss from operations to consolidated income (loss) from operations before discontinued operations and income taxes for the years ended December 31, 2025 and 2024, respectively, are as follows:

15. Employee Benefit Plans

The Company has a 401(k) profit sharing plan covering all its employees, which provides for voluntary employee salary contributions not to exceed the statutory limitations provided by the Internal Revenue Code. The plan provides for Company matching contribution equal to 100% of employee’s deferral up to 3% of pay, plus 50% of employee’s deferral over 3% of pay up to 5%. Total matching contributions amounted to $80,400 and $99,200 for the years ended December 31, 2025 and 2024, respectively.

16. Income Taxes

The domestic and foreign components of income or loss from continuing operations before taxes are:

Total provision for income taxes allocated to continuing operations for the year ended December, 31, 2025 and 2024, was $4,600, and $0, respectively.

Total provision for income taxes allocated to discontinued operations for the year ended December, 31, 2025 and 2024, was $0, and $0, respectively.

In accordance with ASC 740, the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As of and for the year ended December 31, 2025, the Company maintains a full valuation allowance of $12,928,000 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. As of and for the year ended December 31, 2024, the Company maintained a full valuation allowance of $9,839,400 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. If in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

The Company adopted ASU 2023-09 "Income Taxes (Topic 740): “Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025. The effective tax rate for the current year reflects the classification of certain operations as discontinued operations, which were included in continuing operations in the prior year:

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024 for continuing and discontinued operations:

The Company evaluated the impact of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which, among other things, permits the immediate expensing of domestic R&D expenditures and allows for the deduction of previously capitalized, unamortized amounts. Based on this new law, management concluded the Company is eligible to apply these provisions. ASC 740 requires that the effect of changes in laws be recognized in the period in which the applicable legislation is enacted. Consequently, the Company evaluated all deferred tax balances under the newly enacted tax law and reflected such effects in its financial statements.

The Company’s expected income tax expense differs from its provision for income tax expense due to the net operating loss, adjustments from the tax return to the provision, and the Company’s assessment to record a full valuation allowance against those net deferred tax assets in applying the more likely than not standard that is required under the applicable guidance under Generally Accepted Accounting Principles in the US.

Significant components of the Company’s deferred tax assets are as follows:

The Company has federal net operating loss (“NOL”) carryforwards of $15,026,854 and $15,248,600, as of December 31, 2025 and 2024, respectively, with no expiration date, which are available to reduce future taxable income. The Company has foreign NOL carryforwards of $16,188,634 and $12,757,000, as of December 31, 2025, and 2024, respectively, with no expiration date, which are available to reduce future taxable income. Under the 2017 Tax Cuts and Jobs Act, federal carryforwards may be carried forward indefinitely. Utilization of the Company’s federal NOL carryforwards and certain tax credit carryforwards may be subject to an annual limitation under IRC Section 382 if an ownership change, as defined by the IRC, has occurred or occurs in the future. There have been no ownership changes as of December 31, 2025 that would cause a Section 382 limitation. If an ownership change has occurred or were to occur, the Company’s ability to utilize its pre-change tax attributes could be limited.

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025. The company made no state or foreign tax payments for the year ended December 31, 2025; therefore, no table is needed as a result of the adoption.

17. 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 December 31, 2025. The purchase price consisted of $9,600,000 less 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 up to twelve months, plus transition services which include training and transfer of knowhow by the Company to the Buyer. The amounts earned by the Company under the earn-out provision of the MSA and TSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses which amounted to $300,000 during the year ended December 31, 2025.

At December 31, 2025, the Current Assets for Discontinued Operations of $272,900 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $12,300 reflect a payable to the buyer. As of December 31, 2024, historical assets and liabilities were reclassified 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.