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SCND 10-K & 10-Q changes, risk factors and insider trading

Scientific Industries Inc. · OTC · Laboratory Analytical Instruments · CIK 87802 · All filings on SEC.gov

Everything below is quoted or computed from Scientific Industries Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

3 / 8risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
3Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-31 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

3new paragraphs
8removed paragraphs
18reworded paragraphs
4,775 → 4,207words in section

Removed heading “One benchtop laboratory equipment product accounts for a substantial portion of revenues.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: china, labor, competition
“The Benchtop Laboratory Equipment industry is a highly competitive mature industry. Although the Vortex-Genie 2 Mixer is widely accepted, the annual sales of the Benchtop Laboratory Equipment products ($9,022,800 and $9,745,400 for the year ended December 31, 2024 and 2023, respectively) are significantly lower than the annual sales of many of its competitors in the industry. The principal competitors are substantially larger with much greater financial, production and marketing resources than the Company. …”
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Removed text topics: labor
“One benchtop laboratory equipment product accounts for a substantial portion of revenues.”
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Removed text topics: tariff, china
“Sales to overseas customers, including sales in China, accounted for approximately 39% and 34% of the Company’s net revenues for the year ended December 31, 2024 and 2023, respectively. The high value of the U.S. dollar relative to foreign currencies can have a negative impact on sales because the Company’s products, which are paid in U.S. dollars, become more expensive to overseas customers. In addition, tariffs imposed by importing countries outside the U.S. may also have a negative impact on the total cost of our products overseas.”
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Removed text topics: labor
“The Company continuously invests in the development and marketing of new Benchtop Laboratory Equipment products, including the Torbal line of products, with a view to increase revenues and reduce the Company’s dependence on sales of the Vortex-Genie 2 Mixer. However, gross revenues derived from non- Vortex-Genie Benchtop Laboratory Equipment products including Torbal products amounted to $5,538,000 (61% of the segment sales and 51% of total revenues) for the year ended December 31, 2024, and $6,190,800 (64% of the segment sales and 56% of total revenues) for the year ended December 31, 2023. …”
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Removed text topics: labor
“The Company relies heavily on distributors and their catalogs to market the majority of its Benchtop Laboratory Equipment Genie products. Accordingly, sales of new products are heavily dependent on the distributors’ decisions whether to include and retain a new product in their catalogs and on their websites. It may be at least 24 to 36 months between the completion of development of a product and the distribution of the catalog in which it is first offered; furthermore, not all distributors feature the Company’s products in their catalogs.”
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New text topics: tariff
“Tariffs imposed by the U.S. also has a negative impact on the total cost of our products and our gross margins, as the Company may not be able to fully pass on the added costs.”
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Full comparison: every changed paragraph (29)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

In order to be successful with our product development and commercialization programs, principally as it pertains to our bioprocessing sector, we believe that we will need to continue to invest substantial capital into such programs in the foreseeable future. We expect our total operating expenses to continue to be material in connection with our ongoing activities, particularly as we continue with our emphasis on the bioprocessing sector. We expect to continue to incur significant commercialization expenses related to product sales, marketing, after-sales support, manufacturing, and distribution. We also expect to continue to incur substantial expenses related to the development of new products and technologies, primarily related to bioprocessing products. Our ability to conduct additional research and development activities and commercialization efforts are dependent upon the availability of funding and cash generated from sales of newly introducednewly-introduced products.

Reworded

In such an event, we may be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements, product line divestitures, or other sources. We do not have any committed external source of funds, other than a working line of credit of $300,000 with the Company’s primary bank.funds. If additional funding is necessary, adequate additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts and on terms acceptable to us, - we may have to significantly delay, scale back or discontinue the development or commercialization of bioprocessing or any of our other products. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategy.

Reworded

Raising additional capital may cause dilution to our then-existing stockholders,shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Reworded

To the extent that we raise additional capital through the sale of common shares, convertible securities or other equity securities, the ownership interests of the then-existing equity holders may be diluted, and the terms of these securities could include liquidation or other preferences and anti-dilution protections that could adversely affect the rights of the then-existing common stockholders.shareholders. In addition, debt financing, if available, may result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming stock or declaring dividends, that could adversely impact our ability to conduct our business. In addition, securing financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to oversee the development of our product candidates.

Reworded

We have a history of Operating losses and will likely incur future losses during the next few years as we attempt to grow and develop our bioprocessing sector.

Reworded

We incurred net losses of $6,445,400$1,220,400 and $9,086,500$6,445,400 for the yearyears ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $33,930,500.$35,150,900. We expect to continue to incur operating losses for the foreseeable future as our expenses related to the growth and expansion of our Bioprocessing Systems operations will exceed revenues expected to be generated. OurThe Company sold its profitable Genie Division of the Benchtop Laboratory Equipment operationsOperations arein profitable,August but our ability to become2025, and remainthe profitableremaining onTorbal adivision combinedis basisnot dependsyet onprofitable. ourThe abilityCompany toalso generateincurs additionalsubstantial revenue,corporate andcosts thereforeincluding profits,accounting, fromauditing, ourlegal, Bioprocessingshareholder, Systemsregulatory, operations.etc. Because of the uncertainties and risks associated with these activities, we are unable to accurately predict the timing and amount of future revenues, and if or when we might achieve profitability. We may never succeed in these activities and, even if we do, we may never generate revenues that are large enough for us to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Reworded

As of March 27, 2025,2026, there were 10,503,59911,928,599 shares of Common Stock of the Company outstanding, of which 32%35% are held by the top three stockholderslargest shareholders of the Company. The Common Stock of the Company is traded on the Over-the-Counter Bulletin Board and, historically, has been thinly traded. There have been a number of trading days during Fiscal 20242025 and 20232024 on which no trades of the Company’s Common Stock were reported. Accordingly, the market price for the Common Stock is subject to great volatility. The lack of an active trading market may impair the value of the shares of our common stock and stockholders’shareholders’ ability to sell their shares. An inactive trading market may also impair the Company’s ability to raise capital by selling shares of common stock and to enter into strategic partnerships or other business strategies.

Reworded

Our future success depends in a large part upon the continued service of key members of our senior management team. The loss of services from any of Ms. Helena Santos, the Company’s President and Chief Executive Officer, Secretary and Treasurer, Mr. ReginaldZachary Averilla,Rovinsky, the Company’s Chief Financial Officer, Assistant Secretary and Assistant Treasurer, Mr. Robert Nichols, the President of the Company’s Genie Products Division of the Benchtop Laboratory Equipment Operations, Mr. Karl Nowosielski, the President of the Torbal Products Division of the Benchtop Laboratory Operations, Mr. Daniel Donadille, the Chief Executive Officer and President of the Bioprocessing Systems Operations, or Mr. John A. Moore, the Company’s Chairman, or any material expansion of the Company’s operations could place a significant additional strain on the Company’s limited management resources and could be materially adverse to the Company’s operating results and financial condition.

Reworded

Our performance is largely dependent on the talents and efforts of highly skilled individuals. The Company’s future success depends on the continued ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of the organization. Competition in the industry for qualified employees is intense, and it is likely that certain competitors will directly target some of our employees. The continued ability to compete effectively depends on the ability to retain and motivate existing employees.

Reworded

We believehave thatmade certain assumptions on the worldwidemarket bioprocesssize development technologies total availableand market isacceptance approximately $26 billion1,2, with a serviceable addressable share forof our bioprocessing products ofbased $2.1on billion1,2.market Ourstudies estimatesand general knowledge of the TAMbioprocessing and SAM for our products under development are based on a number of internal and third-party estimates, as well as assumed prices at which we can sell our future products.market. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our assumptions and estimates of the annual total addressablebioprocessing market for our product candidates may prove to be incorrect. If the price at which we can sell future products,products is less than the price we are projecting, or the annual total addressable market for our product candidates is smaller than we have estimated, it could have an adverse impact on our business.

Removed

__________________

Reworded

Although the Company does not depend on any one single major customer, salesSales to the top three Benchtop Laboratory Equipment operations customerscustomer accounted for aapproximately combined aggregate of 23%42% and 18%36% of the segment’s total sales for the yearyears ended December 31, 20242025 and 2023,2024, respectively and 31% and 23% of consolidated net revenues for the years ended December 31, 2025 and 2024, respectively.

Reworded

No representation can be made that the Company will be successful in retaining anythis of these customers,customer, or not suffer a material reduction in sales, either of which could have an adverse effect on future operating results of the Company.

Removed

One benchtop laboratory equipment product accounts for a substantial portion of revenues.

Removed

The Company has a limited number of Benchtop Laboratory Equipment products with one product, the Vortex-Genie 2 Mixer, accounting for approximately 38% and 36% of Benchtop Laboratory Equipment sales, for the year ended December 31, 2024 and 2023, respectively.

Added

The Torbal line of products is a small market participant in its industry with significant competition from well-known brands. The principal competitors are substantially larger with much greater financial and marketing resources.

Removed

The Benchtop Laboratory Equipment industry is a highly competitive mature industry. Although the Vortex-Genie 2 Mixer is widely accepted, the annual sales of the Benchtop Laboratory Equipment products ($9,022,800 and $9,745,400 for the year ended December 31, 2024 and 2023, respectively) are significantly lower than the annual sales of many of its competitors in the industry. The principal competitors are substantially larger with much greater financial, production and marketing resources than the Company. There are constant new entrants into the vortex mixer market, including those offering products imported from China, which the Company is unable to compete with on price. The Torbal line of products is also a small market participant in its industry with significant competition from well-known brands.

Added

The Company’s Benchtop Laboratory Equipment Operations introduced its first VIVID® pill counter in 2020 and has continuously invested in development and marketing of this automated pill counter line, with one significant product introduced during fiscal 2025 and additional launches planned for the near future.

Removed

The Company continuously invests in the development and marketing of new Benchtop Laboratory Equipment products, including the Torbal line of products, with a view to increase revenues and reduce the Company’s dependence on sales of the Vortex-Genie 2 Mixer. However, gross revenues derived from non- Vortex-Genie Benchtop Laboratory Equipment products including Torbal products amounted to $5,538,000 (61% of the segment sales and 51% of total revenues) for the year ended December 31, 2024, and $6,190,800 (64% of the segment sales and 56% of total revenues) for the year ended December 31, 2023. The segment’s ability to compete will depend upon the Company’s success in continuing to develop and market new laboratory equipment and scales as to which no assurance can be given.

Removed

The Company relies heavily on distributors and their catalogs to market the majority of its Benchtop Laboratory Equipment Genie products. Accordingly, sales of new products are heavily dependent on the distributors’ decisions whether to include and retain a new product in their catalogs and on their websites. It may be at least 24 to 36 months between the completion of development of a product and the distribution of the catalog in which it is first offered; furthermore, not all distributors feature the Company’s products in their catalogs.

Reworded

The success of the Company’s Bioprocessing Systems operations will depend heavily on its ability to successfully develop, produce, and market new products. Commencing in the last quarter of fiscal year ended June 30, 2019, the Company began to commit substantial resources to its Bioprocessing Systems operations in the form of employees, materials, supplies, marketing, and facilities to accelerate its product development efforts and marketing activities. Bioprocessing products are of a complex nature in an industry that the Company hashad not traditionally operated in and have taken much longer to develop than previously anticipated. In addition, theybioprocessing products will be subject to beta testing and adoption by end users, which could result in design and/or production changes which could further delayextend development time. On April 29, 2021, the Company acquired Aquila in an effort to accelerate development of its bioprocessing products. The Company continues to incur substantial product development and sales and marketing costs related to its Bioprocessing Systems operations.

Reworded

Orders for the Company’s products depend in part, on the customer’s ability to secure funds to finance purchases, especially government funding for research activities. Availability of funds can be affected by budgetary constraints. Factors including a general economic recession, a European crisis, slowdown in Asian economies, or a major terrorist attack may have a negative impact on the availability of funding including government or academic grants to potential customers. Please also see the separate COVID-19 pandemic related discussion in this “Risk Factors” section below.

Added

Tariffs imposed by the U.S. also has a negative impact on the total cost of our products and our gross margins, as the Company may not be able to fully pass on the added costs.

Removed

Sales to overseas customers, including sales in China, accounted for approximately 39% and 34% of the Company’s net revenues for the year ended December 31, 2024 and 2023, respectively. The high value of the U.S. dollar relative to foreign currencies can have a negative impact on sales because the Company’s products, which are paid in U.S. dollars, become more expensive to overseas customers. In addition, tariffs imposed by importing countries outside the U.S. may also have a negative impact on the total cost of our products overseas.

Reworded

Higher material and transportation costs and tariffs over the last few years has resulted in significantly higher costs for some of the Company’s components. Such increased costs could have a negative effect on the Company’s future gross margins, if the Company is unable to pass such cost increases to its customers.

Reworded

The Company purchases most of its components from outside suppliers and relies on a few sole-sourcesingle-source suppliers for some components, mostly due to cost considerations. Most of the Company’s suppliers, including its U.S. vendors, produce the components directly or indirectly in overseas factories, and orders are subject to long lead times and potential other risks related to production in a foreign country, such as current and potential future tariffs.tariffs, and electronic parts shortages. To minimize the risk of supply shortages, the Company keeps more than normal quantities on hand of the critical components that cannot easily be procured or, where feasible and cost effective, purchases are made from more than one supplier. However, alternate suppliers are not always feasible for various reasons including complexity and cost of toolings. A shortage of components or vendor inability to deliver due to shipping and cargo issues could halt production and have a material negative effect on the Company’s operations.

Reworded

The Company has no patent protection for its principal Benchtop Laboratory Equipment product, the Vortex-Genie 2 Mixer, or the Torbal productsproducts, other than the VIVID® pill counter. There are several competitive products available in the marketplace possessing similar technical specifications and design.

Reworded

As discussed above in detail, the Company’s Bioprocessing Operations through its Aquila division holds several patents in Europe and the USUnited States related to its products and underlying technology and has several patent applications pending in Europe and the United States of America, and sublicenses from third parties on a regular basis additional technology needed for its product development.

Removed

We currently anticipate that we will retain future earnings, if any, for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Any return to stockholders will therefore be limited to the appreciation in the value of their stock, if any.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

9new paragraphs
8removed paragraphs
16reworded paragraphs
3,304 → 3,282words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: going concern
“The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. …”
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New text topics: 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. 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.”
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New text topics: going concern
“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.”
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Removed text topics: going concern
“In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management has developed a strategic plan to secure such resources for the Company which may include capital from management and significant shareholders sufficient to meet its operating expenses and third-party equity and/or debt financing and exploring the sale of certain assets. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.”
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Removed text topics: regulation, labor
“Net revenues for the year ended December 31, 2024 decreased $398,900 (3.6%) to $10,712,600 from $11,111,500 for year ended December 31, 2023, reflecting an increase of approximately $323,700 in net revenues from the Bioprocessing Systems products derived principally from the new DOTS MPS product introduced during the year ended December 31, 2024, and a decrease of $722,600 from the Benchtop Laboratory Equipment operations. …”
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Removed text topics: going concern
“The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.”
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Reworded

The following discussion and analysis should be read in conjunction with our consolidated financial statements for the yearyears ended December 31, 20242025 and 2023,2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain statements contained in this report are not based on historical facts but are forward-looking statements that are based upon various assumptions about future conditions. Actual events in the future could differ materially from those described in the forward-looking information. Numerous unknown factors and future events could cause such differences, including but not limited to, product demand, market acceptance, success of marketing strategy, success of expansion efforts, impact of competition, adverse economic conditions, and other factors affecting the Company’s business that are beyond the Company’s control, which are discussed elsewhere in this report. Consequently, no forward- looking statement can be guaranteed. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Removed

On November 4, 2022, the Board of Directors approved the change of the Company’s fiscal year end from June 30 to December 31 of each year. In connection with this change, we previously filed a Transition Report on Form 10-KT to report the results of the six-month transition period from July, 1, 2022 to December 31, 2022.

Added

The Company’s results reflect the results of the Benchtop Laboratory Equipment operations and the Bioprocessing Systems operations. As of August 7, 2025 the Genie Division of the Benchtop Laboratory Equipment Operations became discontinued due to the sale of the GENIE product line to Troemner LLC, however the Company continued to produce and market its Torbal® weighing and measurement products.

Reworded

The Company’s results are from the Benchtop Laboratory Equipment operations and the Bioprocessing Systems operations. The Company realized a loss from continuing operations of $6,445,400$1,780,300 for the year ended December 31, 20242025 compared to $9,089,800loss from operations of $8,023,600 for the year ended December 31, 2023.2024. The decrease in the loss from continuing operations for the year ended December 31, 20242025 compared to year ended December 31, 20232024 is primarily due to decreasedthe expensessale resultingof fromthe operatingGenie® costproduct reductionsline mostlywhich resulted in thea Bioprocessinggain Systemsof Operations$5,263,400, segmentand comparedreduced to the prior year period.expenses.

Added

Net revenues for the year ended December 31, 2025 increased $256,700 (5.4%) to $5,053,800 from $4,797,100 for year ended December 31, 2024, reflecting an increase of approximately $645,100 in net revenues from the Benchtop Laboratory Equipment Operations. Such increase resulted primarily from increased sales of the Torbal® division products, offset by decrease in sales from the Bioprocessing Systems products which sales are derived principally from the new DOTS MPS product introduced during the year ended December 31, 2025.

Removed

Net revenues for the year ended December 31, 2024 decreased $398,900 (3.6%) to $10,712,600 from $11,111,500 for year ended December 31, 2023, reflecting an increase of approximately $323,700 in net revenues from the Bioprocessing Systems products derived principally from the new DOTS MPS product introduced during the year ended December 31, 2024, and a decrease of $722,600 from the Benchtop Laboratory Equipment operations. The reduced net revenue from the Benchtop Laboratory Equipment Operations resulted primarily from decreased sales of the Torbal division, with net revenue of Torbal and VIVID brand products decreasing to $3,107,300 in the year ended December 31, 2024, compared to $3,568,700 in the prior year, due principally to reduced VIVID pill counter sales resulting primarily from the new regulations related to pharmacy direct and indirect renumeration fees “DIR fees” charged by pharmacy benefit managers, which caused financial hardships and cash flow challenges for the independent pharmacy market in the beginning of 2024. The Genie division sales decreased by approximately 4% due to overall market softness in demand for laboratory equipment.

Reworded

The gross profit percentage for the year ended December 31, 20242025 decreased to 44.2%25.8% from 45.9%41.8% for the year ended December 31, 2023,2024, due primarily to increasedinventory costwrite-offs within the Bioprocessing segment of materials,slow labor,moving and fixedobsolete overheaditems. forWithout the Benchtopeffect Laboratoryof Equipmentwrite-offs, Operations.the gross profit percentage would have been 42.6%.

Reworded

General and administrative expenses for the year ended December 31, 20242025 decreased by $595,200$850,600 (11.0%20.6%) to $4,822,700$3,268,800 compared to $5,417,900$4,119,400 for the year ended December 31, 20232024 due to decreased non-cashexpenses stock-basedof compensationthe Bioprocessing Systems Operations and corporate expenses in conjunction with thecost strategicsavings operational plan for the Bioprocessing Systems Operations implemented in the first and second quarter of the year ended December 31, 2024.initiatives.

Reworded

Selling expenses for the year ended December 31, 20242025 decreased by $1,734,800$60,800 (32.3%1.9%) to $3,643,000$3,114,900 from $5,377,800$3,205,700 for the year ended December 31, 2023,2024, primarily due to the decreased non-cash stock-based compensation expenses and reduction of sales and marketing employees in conjunction with the strategic operational plan for the Bioprocessing Systems Operations implemented in theconjunction firstwith andcost secondsavings quarters of the year ended December 31, 2024.initiatives.

Reworded

Research and development expenses for the year ended December 31, 20242025 decreased by $660,100$410,200 (18.5%14.2%) to $2,906,100$2,487,700 from $3,566,200$2,897,900 for the year ended December 31, 2023,2024, due to cost reductions by the Bioprocessing Systems Operations in conjunction with cost savings initiatives, and the reduction of research and development expenditures related to the completion of a new VIVID automated pill counter in the Benchtop Laboratory Equipment Operations as compared to the prior year period.initiatives.

Reworded

Total other income (expense),income, net for the yearyears ended December 31, 20242025 and 20232024 was $192,800$6,114,200 and $170,100,$192,800, respectively. The increase was due primarily to increasedthe interestsale incomeof earnedGenie fromproduct investmentline securities.which resulted in a gain on sale of $5,263,400, and payroll tax related reimbursements in the Bioprocessing Systems Operations segment.

Reworded

The Company reflected income tax expense for continuing operations of $4,600 and $0 for the yearyears ended December 31, 20242025 and 2023,2024, respectively. The Company maintains a full valuation allowance of $9,839,400$12,928,000 against the consolidated net deferred tax asset 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 in the future. In the event 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.

Reworded

As a result of the foregoing, the Company recorded a reduced loss from continuing operations of $6,445,400$1,780,300 for the yearyears ended December 31, 20242025 compared to a loss from continuing operations of $9,089,800$8,023,600 for the year ended December 31, 2023.2024.

Reworded

The Company reflected net gainincome from discontinued operations related to the sale of $0the Genie division of the Benchtop Laboratory Equipment Operations of $559,900 and $3,300$1,578,200 for the yearyears ended December 31, 20242025 and 2023,2024, respectively.

Added

Cash and cash equivalents increased by $367,100 to $955,000 as of December 31, 2025 from $587,900 as of December 31, 2024.

Added

Net cash used in operating activities was $8,149,600 for the year ended December 31, 2025 and $3,046,100 for the year ended December 31, 2024. This reflected the sale of the Genie division.

Added

Net cash provided by investing activities was $3,831,000 for the year ended December 31, 2025 compared to $2,866,000 for the year ended December 31, 2024, with the increase reflecting the proceeds from the sale of the Genie division of the Benchtop Laboratory Equipment Operations.

Removed

Cash and cash equivalents decreased by $208,200 to $587,900 as of December 31, 2024 from $796,100 as of December 31, 2023, primarily due to continued operating costs of the Bioprocessing Systems operations and increased corporate overhead. For the year ended December 31, 2024, the Company generated negative cash flows from operations of $3,683,500 and has an accumulated deficit of $33,930,500 as of December 31, 2024.

Removed

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. Based on its recurring losses from operations and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements are issued.

Removed

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management has developed a strategic plan to secure such resources for the Company which may include capital from management and significant shareholders sufficient to meet its operating expenses and third-party equity and/or debt financing and exploring the sale of certain assets. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

Removed

The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Removed

Net cash used in operating activities was $3,683,500 for the year ended December 31, 2024 and $6,155,000 for the year ended December 31, 2023. The decrease is primarily due to decreased operational costs from the Bioprocessing Systems operations and Corporate overhead in the current year period.

Reworded

Net cash provided or (used) by investingfinancing activities was $2,866,000$1,952,200 for the year ended December 31, 20242025 compared to $(735,100)$645,700 for the year ended December 31, 2023.2024. The increase is primarily due to athe increase in redemptionissuance of investmentcommon securitiesstock forand useexercise inof generalcertain operationswarrants in the current year period.year.

Added

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.

Added

Historically the Company has relied on equity financings. 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 reflected 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.

Added

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.

Removed

Net cash provided by financing activities was $645,700 for the year ended December 31, 2024 compared to $5,751,200 for the year ended December 31, 2023. The decrease is primarily due to the prior period $5,751,200 net proceeds from the issuance of common stock and warrants compared to the current period $645,700 net proceeds from the issuance of common stock and warrants.

Reworded

Goodwill and Finite Lived Intangible Assets and Long-Lived Assets, Net Goodwill – 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 Accounting Standards Codification (“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.

Reworded

As of December 31, 2024,2025, 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 futureestimated 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.

Reworded

During the year ended December 31, 2024,2025, the Company performed the annual goodwill impairment analysis. The Company elected to perform the qualitative analysis for the Benchtop Laboratory Equipment Operations reporting unit. These qualitative analyses 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, 20242025 and 20232024 there was no$115,300 remainingof goodwill pertaining to the Benchtop Laboratory Operations and $0 of goodwill on the Bioprocessing System reporting unit.

Reworded

Intangible assets – 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 an 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. There was noan impairment of $291,000 of intangible assets aswithin ofthe Bioprocessing segment for the year ended December 31, 2025 while the year ended December 31, 2024 andhad 2023,$0 respectively.impairments.

Reworded

In accordance with ASC 740 “Accounting for Income Taxes” (“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 yearyears ended December 31, 20242025 and 2023,2024, the Company maintained a full valuation allowance of $9,839,400$12,928,000 and $9,302,300,$9,839,400, respectively, 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.

Added

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.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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1,305 → 1,631words in section

New heading “Three months ended June 30, 2026 and 2025”

New heading “Six months ended June 30, 2026 and 2025”

New heading “General and administrative”

New heading “Research and development”

New heading “Other income, net”

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“The Company realized a loss from continuing operations before income tax expense of $1,589,300 for the three months ended March 31, 2026, reflecting a $467,800 decrease in the current period, compared to a $2,057,100 loss from continuing operations before income tax expense for the three months ended March 31, 2025, primarily due to increased revenues across both Benchtop Laboratory Equipment and Bioprocessing Systems segments and cost cutting initiatives in the Bioprocessing Systems Operations and Corporate segments.”
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Reworded

Forward-Looking Statements. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain statements contained in this report are not based on historical facts, but are forward-looking statements that are based upon various assumptions about future conditions. Actual events in the future could differ materially from those described in the forward-looking statements. Numerous unknown factors and future events could cause such differences, including but not limited to, product demand, market acceptance, success of marketing strategy, success of expansion efforts, impact of competition, adverse economic conditions, and other factors affecting the Company’s business that are beyond the Company’s control, which are discussed elsewhere in this report. Consequently, no forward-looking statement can be guaranteed. The Company undertakes no obligation except as required by law, to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Throughout this Quarterly Report on Form 10-Q, the terms the “Company,” “Scientific,” “we,” “our” or “us,” refer to Scientific Industries, Inc. and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise.

Reworded

Scientific Industries, Inc., a Delaware corporation (“SI” and along with its subsidiaries, the “Company”, “we”, “our”), is engaged in the design, manufacture, and marketing a variety of benchtop laboratory equipment, weight and measurement products (“Benchtop Laboratory Equipment”), and through its wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc., a Delaware corporation (“SBHI”), the design, manufacture, and marketing of bioprocessing systems and products (“Bioprocessing Systems”). SBHI has two wholly-owned subsidiaries – Scientific Bioprocessing, Inc., a Delaware corporation (“SBI”), and aquila biolabs GmbH, a German corporation (“Aquila”). The Company’sCompany's products are used primarily forin research purposes by universities,pharmacies, pharmaceutical companies, pharmacies,university nationaland industrial laboratories, medical device manufacturers, and other industries performingthat laboratory-scaleutilize research.weighing and pill counting systems and bioprocessing analytical tools. The Company’s results reflect those of the Benchtop Laboratory Equipment Operations and the Bioprocessing Systems Operations and its corporate operation.

Added

Three months ended June 30, 2026 and 2025

Removed

On August 7, 2025, the Genie Division of the Benchtop Laboratory Equipment Operations became discontinued due to the sale of the GENIE product line to Troemner LLC. However, the Company continued to produce and market its Torbal and VIVID products within the Benchtop Laboratory Equipment Operations, which operates primarily out of Bohemia, New York .

Removed

The Company realized a loss from continuing operations before income tax expense of $1,589,300 for the three months ended March 31, 2026, reflecting a $467,800 decrease in the current period, compared to a $2,057,100 loss from continuing operations before income tax expense for the three months ended March 31, 2025, primarily due to increased revenues across both Benchtop Laboratory Equipment and Bioprocessing Systems segments and cost cutting initiatives in the Bioprocessing Systems Operations and Corporate segments.

Reworded

Net revenues for the three months ended MarchJune 31,30, 2026 increased $284,800$389,400 (30.2%36.0%) to $1,227,100$1,470,400 from $942,300$1,081,000 for the three months ended MarchJune 31,30, 2025, primarily due to a $227,700$338,900 increase in the Bioprocessing Systems Operations revenues as well as an increase of $57,100 in the Benchtop Laboratory Equipment Operations,sales which, since the August 2025 Genie division sale, is comprised entirely of Torbal and VIVID brand products.products as well as a $50,500 increase in sales from our Bioprocessing Systems Operations.

Reworded

The gross profit percentage for the three months ended MarchJune 31,30, 2026, and 2025, was 38.3%42.3% and 36.5%,34.8%, respectively. The increase is due primarily to a higher gross margin percentage in the Bioprocessing Systems Operations derived from increased sales of its DOTS product line which have higher marginmargins newthan legacy products.

Reworded

General and administrative expenses for the three months ended MarchJune 31,30, 2026, and 2025, were $746,900$553,900 and $1,028,100,$744,800, respectively. The decrease of $281,200$190,900 (27.4%25.6%) is due primarily to decreased employee-related costs associated with a reduction in force in the Bioprocessing Systems Operations.

Removed

Selling

Reworded

Selling expenses for the three months ended MarchJune 31,30, 2026 and 2025, were $687,000$647,100 and $753,700,$774,300, respectively. The decrease of $66,700$127,200 (8.8%16.4%) is due primarily to cost savings initiatives including reduction in salesforce and marketing activities by the Bioprocessing Systems Operations.

Reworded

Research and development expenses for the three months ended MarchJune 31,30, 2026, and 2025, were $703,700$694,500 and $652,000,$677,100, respectively. The increase of $51,700$17,400 (7.9%2.6%) is due primarily to the increase of research and development expenditures for new products inassociated with the BioprocessingBenchtop SystemsLaboratory Operations.Equipment's VIVID pill counters.

Reworded

Other income, net, for the three months ended MarchJune 31,30, 2026 and 2025, were $78,400$39,000 and $32,400,$22,700, respectively. The increase is due primarily to the increase in interest income related to investment securities purchased with the proceeds related to sale of the Genie Division in August of 2025.

Reworded

Income tax for the three months ended MarchJune 31,30, 2026, and 2025, was $0 and $0, respectively. The Company maintains a full valuation allowance of $13,484,039 as of June 30, 2026 against its consolidated net deferred tax assettaxasset as the Company determined the net deferred tax assets,taxassets, which includes net operating loss carry-forwards and other tax credits,taxcredits, are not more likely than not to be realized in the future.

Added

Six months ended June 30, 2026 and 2025

Added

Revenue

Added

Net revenues for the six months ended June 30, 2026 increased $674,200 (33.3%) to $2,697,500 from $2,023,300 for the six months ended June 30, 2025, primarily due to a $395,900 increase in Benchtop Laboratory Equipment sales which, since the August 2025 Genie division sale, is comprised entirely of Torbal and VIVID brand products, as well as a $278,300 increase in sales from our Bioprocessing Systems Operations.

Added

Gross profit

Added

The gross profit percentage for the six months ended June 30, 2026, and 2025, was 40.5% and 35.6%, respectively. The increase is due primarily to a higher gross margin percentage in the Bioprocessing Systems Operations derived from increased sales of its DOTS product line which have higher margins than legacy products.

Added

General and administrative

Added

General and administrative expenses for the six months ended June 30, 2026, and 2025, were $1,300,900 and $1,774,000, respectively. The decrease of $473,100 (26.7%) is due primarily to decreased employee-related costs associated with a reduction in force in Bioprocessing Systems Operations.

Added

Selling expenses for the six months ended June 30, 2026 and 2025, were $1,334,200 and $1,528,100, respectively. The decrease of $193,900 (12.7%) is due primarily to cost savings initiatives including reduction in salesforce and marketing activities by the Bioprocessing Systems Operations.

Added

Research and development

Added

Research and development expenses for the six months ended June 30, 2026, and 2025, were $1,398,100 and $1,329,100, respectively. The increase of $69,000 (5.2%) is due primarily to the increase of research and development expenditures for new products associated with the Benchtop Laboratory Equipment's VIVID pill counters.

Added

Other income, net

Added

Other income, net, for the six months ended June 30, 2026 and 2025, were $117,500 and $55,300, respectively. The increase is due primarily to the increase in interest income related to investment securities purchased with the proceeds related to sale of the Genie Division in August of 2025.

Added

Income tax

Added

Income tax for the six months ended June 30, 2026, and 2025, was $0 and $0, respectively. The Company maintains a full valuation allowance of $13,484,039 as of June 30, 2026 against its consolidated net deferred taxasset as the Company determined the net deferred taxassets, which includes net operating loss carry-forwards and other taxcredits, are not more likely than not to be realized in the future.

Reworded

Our primary sourcesources of liquidity are existing cash and cash equivalents, including investment securities, and cash generated from sales of equity investments, payments related to agreements associated with the sale of the Genie Division in August 2025, and our on-going business operations. In order to continue as a going concern, the Company will need to continue to decrease expenses, 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, is sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying condensed consolidated financial statements. However, there is no assurance that management's current operating plan will be successful.

Reworded

Net cash used in operating activities wasdecreased $993,500by $1,306,900 for the threesix months ended MarchJune 31,30, 2026, as compared to net cash used of $1,522,200 for the threesix months ended MarchJune 31,30, 2025. The net change of $528,700 is primarily due to cost reductions related to both the Benchtop and Bioprocessing Systems operations andas well as corporate expenses.

Reworded

Net cash provided by investing activities wasincreased $813,900by $159,900 for the threesix months ended MarchJune 31,30, 2026, as compared the to $1,204,000 provided in the threesix months ended MarchJune 31,30, 2025. The net decrease of $390,100increase is primarily due to the lowerhigher redemption of investment securities during the threesix months ended MarchJune 31,30, 2026.

Reworded

NetThe decrease in net cash provided by financing activities wasfor zerothe six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is related to there being no stock issuance for the threesix months ended MarchJune 31,30, 2026 and March 31, 2025.2026.

SCND insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (1 insider, 2 trade dates, 23,700 shares, about $17.1K) and open-market sales in 0 filings. Net open-market shares: 23,700 (purchases minus sales); net value about $17.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-20Moore John A
Director, Chairman of the Board
Open-market purchase 5,000$0.76 $3.8K950,641 SEC
2026-08-20Moore John A
Director, Chairman of the Board
Open-market purchase 14,700$0.71 $10.4K945,641 SEC
2026-06-02Moore John A
Director, Chairman of the Board
Open-market purchase 4,000$0.71 $2.8K930,871 SEC

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