SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 7, 2025

May 20, 2025

SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-6658		04-2217279
(State or other Jurisdiction)		(Commission File Number)		(IRS Employer No.)

80 Orville Drive

Bohemia, New York 11716

(Address of principal executive offices)

(631) 567-4700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading		Symbol		Name of each exchange on which registered
Common stock $0.5 par value		SCND		OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~May~~August 207, 2025, ~~the employment agreement between~~ Scientific Industries, Inc. (the “Company”), ~~and~~a ~~Ms.~~Delaware ~~Helena Santos~~corporation, ~~the~~entered ~~Company’s~~into ~~President,~~an ~~Chief~~Asset ~~Executive~~Purchase ~~Officer~~Agreement ~~and~~(the ~~interim~~“Purchase ~~Chief~~Agreement”) ~~Financial~~with ~~Officer~~Troemner, LLC, a Delaware limited company (the “~~CFO~~Purchaser”), ~~was~~pursuant ~~amended~~ to ~~extend~~which the ~~employment~~Company ~~for~~sold and the Purchaser purchased substantially all of the assets of the Company’s Genie Division of Benchtop Laboratory Equipment consisting primarily of the Genie line of products and related fixed assets, inventory, and intellectual property. The purchase price consisted of $9,600,000 minus certain working capital adjustments, plus an ~~additional~~earn-out ~~one~~of ~~(1)~~up ~~year~~to ~~period~~an ~~commencing~~aggregate ~~July~~of $1,500,000, ~~2025~~of which $1,140,000 is payable on the Company’s performance of certain supply and ~~ending~~transition ~~June~~services 30under separate agreements. Specifically, ~~2026~~the (Company will supply products currently produced by the ~~“Amendment~~Genie ~~Period”). All~~Division ~~other~~to ~~terms~~the Purchaser for an initial period of ~~the~~at ~~existing~~least ~~employment~~six ~~agreement~~months, ~~remain~~renewable ~~the~~for ~~same~~3-month periods up to a maximum of twelve months, ~~other~~plus ~~than~~transition services which include training and transfer of know-how by the ~~base~~Company ~~salary~~to ~~which~~the ~~shall~~Purchaser. beThe ~~$200~~Purchase Agreement contains customary conditions,~~000~~ ~~during~~representations, warranties, indemnities and covenants by, among, and for the ~~Amendment~~benefit ~~Period~~of the parties.

OnThe ~~May 20, 2025, the employment agreement between the~~ Company’s ~~wholly~~will ~~owned~~continue ~~subsidiary,~~to ~~Scientific~~operate ~~Bioprocessing, Inc. (“SBI”) and Mr. John A. Moore,~~ the ~~Company’s~~Torbal ~~Chairman~~Division of ~~the~~its ~~Board,~~Benchtop ~~was~~Laboratory ~~amended~~Equipment toOperations ~~extend~~out ~~the employment for an additional one (1) year period commencing July 1, 2025 and ending June 30, 2026. All other terms~~ of ~~the existing employment agreement remain the same~~Bohemia, ~~other~~New ~~than the base salary which shall be $165,000 during the Amendment Period~~York.

AThe ~~copy~~foregoing description of the ~~employment~~Purchase ~~agreement~~Agreement ~~amendments~~and related documents are ~~attached~~qualified ~~hereto~~in astheir ~~exhibits.~~entirety ~~This~~by ~~summary~~reference ~~description~~to ~~does~~the ~~not~~full ~~purport~~text toof besuch ~~complete~~documents, ~~and~~copies isof ~~qualified~~which inare ~~its~~filed ~~entirety~~as byExhibits ~~reference~~2.1,10.1 and 10.2, respectively, to ~~the~~this ~~form~~Current ofReport ~~the~~on ~~employment~~Form ~~agreement~~8-K ~~amendments~~and which are incorporated ~~herein~~ by reference herein in their entirety.

ITEM 52.0201. ~~DEPARTURE~~COMPLETION OF ~~DIRECTORS~~ACQUISITION OR ~~CERTAIN~~DISPOSITION ~~OFFICERS; ELECTION~~ OF ~~DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~ASSETS

OnDisclosures ~~May~~under ~~20,~~Item ~~2025, the Company announced the appointment of Ms~~1.01 ~~Helena~~above ~~Santos~~are asincorporated ~~its~~hereunder ~~interim~~in ~~CFO~~their ~~until a suitable candidate can be appointed by the Company’s Board of Directors~~entirety. ~~Nicholas Lavacca, who had served as the Company’s CFO since April 18, 2025, left the Company on May 19, 2025 to pursue other opportunities.~~

Ms Santos, age 60, who is also a Director since 2009, has been employed by the Company since 1994, and has served since August 2002 as its President, Chief Executive Officer, Treasurer and, until April 2022, its Chief Financial Officer. 2

ITEM 9.01 Financial Statements and Exhibits

(a), and (b), ~~(c)~~ not applicable

(dc) Exhibits ~~None~~

Exhibit No.		Description
10.1		Agreement, dated as of May 20, 2025, between Scientific Industries, Inc. and Helena Santos
2.1		Asset Purchase Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC
10.2		Agreement, dated as of May 20, 2025, between Scientific Bioprocessing, Inc. and John A. Moore
10.1		Manufacturing and Supply Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC
10.2		Transition Services Agreement dated as of August 7, 2025 between Scientific Industries, Inc. and Troemner, LLC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SCIENTIFIC INDUSTRIES, INC.
Date: May 21, 2025	By:	/s/ Helena R. Santos
Date: August 11, 2025	By:	/s/ Helena R. Santos
		Helena R. Santos,
		President and Chief Executive Officer and Chief Financial Officer

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