Scientific Industries : Private Placement - Form 8-K
December 15, 2023 at 06:20 am EST
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Item 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
On December 13, 2023, Scientific Industries, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (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 one or more closings (the "Offering"), with each Unit comprised of (a) one newly-issued share of Common Stock, par value $0.05 per share (the "Shares"), and (b) a warrant (the "Warrants") to purchase either 100% or 160%, depending on the number of Units purchased by an Investor, of the number of shares of Common Stock included in the Units purchased by an Investor (the "Warrant Shares") at an exercise price of $2.50 per share. The Warrants are 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.
The Company also entered into a Registration Rights Agreement dated December 13, 2023 (the "Registration Rights Agreement") with the Investors, pursuant to which the Investors will have the Shares and Warrant Shares included in a registration statement to be prepared and filed with the Securities and Exchange Commission so as to permit the registered resale of the Shares and the Warrant Shares. Under the Registration Rights Agreement, the Company shall use its best efforts to have such registration statement declared effective for a period of one (1) year following the initial date of effectiveness. In addition, the holders of at least twenty per cent (20%) of the shares eligible for registration under the Registration Rights Agreement shall have the right, exercisable at any time prior to December 13, 2028, to request that the Company file with the Securities and Exchange Commission a registration statement for all or part of such shares beneficially owned by the holders of such shares.
The transactions contemplated by the Purchase Agreement are expected to close in multiple closings on or before January 31, 2024, subject to customary closing conditions.
Scientific Industries Inc. published this content on 15 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2023 11:19:36 UTC.
Scientific Industries, Inc. designs, manufactures, and markets standard benchtop laboratory equipment and bioprocessing systems and products (Bioprocessing Systems). The Company operates through two segments: the manufacture and marketing of standard Benchtop Laboratory Equipment, which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online, and weight and measurement products, including pill counters and digital scales, and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and software analytics, sold primarily on a direct basis through the Companyâs internal sales force. Its Benchtop Laboratory Equipment products consist of mixers and shakers, rotators/rockers, refrigerated and shaking incubators, and magnetic stirrers sold through the Genie division.
SCIENTIFIC INDUSTRIES, INC. 
