a8k_2022
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 2, 2022
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SCIENTIFIC INDUSTRIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-6658
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04-2217279
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(State
or other Jurisdiction)
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(Commission
File Number)
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(IRS
Employer No.)
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80 Orville Drive
Bohemia, New York 11716
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(Address
of principal executive offices)
(631) 567-4700
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(Registrant's
telephone number, including area code)
Not Applicable
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(Former
name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
On March 2, 2022, the Company entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with
certain investors (the “Investors”) pursuant to which
the Company sold, and the Investors purchased, an aggregate of
549,456 shares of common stock (the “Shares”) and
warrants (the “Warrants”) to purchase up to an
additional 274,727 shares of common stock (the “Warrant
Shares”), at an offering price of $5.50 per share, for a
total consideration of $3,000,008. The closing under the Purchase
Agreement occurred on March 2, 2022, and the Company intends to use
the net proceeds from the sale of the securities for working
capital needs.
Each
Warrant is exercisable for the purchase of one share of the
Company’s common stock at an exercise price of $5.50 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 Closing Date, but before the expiration of the
Warrant, the volume weighted average pricing of the Company’s
common stock exceeds $11.00 (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 Warrant, in its entirety.
The
Company also entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with the Investors to
have the Shares and Warrant Shares included in a registration
statement to be prepared and filed with the Securities and Exchange
Commission within 90 days of the closing date, 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 and maintained
effective for a period of one (1) year following the initial date
of effectiveness. In addition, the holders of at 200,000 of the
shares eligible for registration under the Registration Rights
Agreement shall have the right (up to two times), exercisable at
any time prior to March 2. 2027, 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
sale of the Shares and Warrants was made in a private placement
transaction, pursuant to the exemption provided by Section 4(2) of
the Securities Act and certain rules and regulations promulgated
under that section and pursuant to exemptions under state
securities laws.
This
Current Report on Form 8-K is neither an offer to sell nor the
solicitation of an offer to buy the Shares, Warrants, Warrant
Shares or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
A copy
of the Purchase Agreement, the Registration Rights Agreement and
the form of Warrant are attached hereto as exhibits. This summary
description does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, the Registration
Rights Agreement and the form of Warrant which are incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(a) and
(b) not applicable.
(c)
Exhibits
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4.1
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Form of
Warrant
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4.2
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Registration
Rights Agreement by and among the Company and the
Investors
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10.1
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Securities
Purchase Agreement by and among the Company and the
Investors
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SCIENTIFIC INDUSTRIES, INC.
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Date: March 2, 2022
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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