Scientific Industries Inc.
12/05/2025 | Press release | Distributed by Public on 12/05/2025 12:13
Amendment to Current Report (Form 8-K/A)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On August 7, 2025, Scientific Industries, Inc. (the "Company"), a Delaware corporation, entered into an Asset Purchase Agreement (the "Purchase Agreement") with Troemner, LLC, a Delaware limited company (the "Purchaser"), pursuant to which the Company 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 earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is payable on the Company's performance of certain supply and transition services under separate agreements. Specifically, the Company will supply products currently produced by the Genie Division to the Purchaser for an initial period of at least six months, renewable for 3-month periods up to a maximum of twelve months, plus transition services which include training and transfer of know-how by the Company to the Purchaser. The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.
The following unaudited pro forma condensed consolidated financial information is intended to illustrate how the Transaction would affect the historical financial statements of the Company if the Transaction had been consummated at an earlier time as indicated herein.
The unaudited pro forma condensed consolidated financial information is derived, in part, from, and should be read in conjunction with, the Company's historical consolidated financial statements and notes thereto, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025 and its Annual Report on Form 10-K for the year ended December 31, 2024.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. Scientific Industries accounting and financial reporting in these unaudited pro forma condensed consolidated financial information is based on its assessment of the appropriate application of accounting principles generally accepted in the U.S. ("U.S. GAAP").
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 is prepared with the assumption that the Transaction had been consummated on June 30, 2025.
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 and 2024 is prepared with the assumption that the Transaction had been consummated on January 1, 2024.
The transaction accounting adjustments to reflect the Transaction in the unaudited pro forma condensed consolidated financial statements include:
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· |
Receipt of upfront consideration of $7,614,200; |
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· |
Sale of the assets of the Genie Product Line; and |
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· |
Derecognition of assets, liabilities, revenues, cost of good sold and operating expenses associated with the Genie product line. |
The unaudited pro forma condensed consolidated financial information does not purport to be indicative of the results of operations, the financial position or the gain on the transaction which would have actually resulted if the Transaction had been consummated on the dates indicated, or which may result in future periods.
The Company prepared the unaudited pro forma condensed consolidated financial information based upon assumptions deemed appropriate by its management. An explanation of certain assumptions is set forth in the notes to the unaudited pro forma condensed consolidated financial information. The pro forma adjustments may differ from those that have been or will be calculated to report the Transaction as a discontinued operation in the Company's historical and future filings, and do not reflect future events that may occur after the Transaction.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto.
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30-Jun- 25 |
Transaction Accounting Adjustments |
Notes |
Pro Forma As Adjusted |
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(Historical) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 891,400 | 7,614,200 | (1 | ) | 8,505,600 | ||||||||||
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Investment securities |
390,900 | 390,900 | ||||||||||||||
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Trade accounts receivable, less allowance for doubtful accounts of $33,600 at June 30, |
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2024 and December 31, 2023 |
966,000 | (546,600 | ) | (2 | ) | 419,400 | ||||||||||
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Inventories |
4,393,300 | (2,673,200 | ) | (2 | ) | 1,720,100 | ||||||||||
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Income tax receivable |
73,600 | 73,600 | ||||||||||||||
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Prepaid expenses and other current assets |
495,200 | (85,800 | ) | (2 | ) | 409,400 | ||||||||||
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Total current assets |
7,210,400 | 4,308,600 | 11,519,000 | |||||||||||||
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Property and equipment, net |
906,600 | (110,100 | ) | (1 | ) | 796,500 | ||||||||||
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Goodwill |
115,300 | 115,300 | ||||||||||||||
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Other intangible assets, net |
530,800 | (5,500 | ) | (1 | ) | 525,300 | ||||||||||
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Inventories |
547,800 | 547,800 | ||||||||||||||
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Operating lease right-of-use assets |
856,800 | 856,800 | ||||||||||||||
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Other assets |
58,700 | 58,700 | ||||||||||||||
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Total assets |
$ | 10,226,400 | 4,193,000 | 14,419,400 | ||||||||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 651,400 | (311,200 | ) | (2 | ) | 340,200 | |||||||||
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Accrued expenses |
687,900 | (238,100 | ) | (2 | ) | 449,800 | ||||||||||
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Contract liabilities |
57,200 | 57,200 | ||||||||||||||
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Lease liabilities, current portion |
299,400 | 299,400 | ||||||||||||||
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Total current liabilities |
1,695,900 | (549,300 | ) | 1,146,600 | ||||||||||||
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Lease liabilities, less current portion |
606,300 | 606,300 | ||||||||||||||
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Total liabilities |
2,302,200 | (549,300 | ) | 1,752,900 | ||||||||||||
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Shareholders' equity: |
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Common stock, $0.05 par value; 30,000,000 shares authorized; 11,553,599,shares issued; |
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10,553,500, shares outstanding at June 30, 2025 and December 31, 2023 |
577,700 | 577,700 | ||||||||||||||
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Additional paid-in capital |
44,412,700 | 44,412,700 | ||||||||||||||
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Accumulated other comprehensive gain (loss) |
166,500 | 166,500 | ||||||||||||||
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Accumulated deficit |
(37,232,700 | ) | 4,742,300 | (3 | ) | (32,490,400 | ) | |||||||||
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Total shareholders' equity |
7,924,200 | 4,742,300 | 12,666,500 | |||||||||||||
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Total liabilities and shareholders' equity |
$ | 10,226,400 | 4,193,000 | 14,419,400 | ||||||||||||
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(1) |
Recognition of Cash received from and Assets Sold as part of the Sale of Genie Product Line |
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(2) |
Derecognition of the assets and settlement of the liabilities associated with the Genie Product Line |
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- where the Assets and Liabilities could be directly attributed to Genie they were classified as such |
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- where the Assets and Liabilities could not be directly attributed to Genie they were allocated using % of Genie Sales to Total Segment Sales |
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(3) |
Recognition of gain on the transaction of $5,263,400. This represents the recognition of cash received for the sale of $7,614,200 million and derecognition of the assets and non-cash settlement of the liabilities associated with the Genie Product line. |
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(4) |
Eliminate revenues, cost of goods sold and operating expenses associated with the Genie Product Line |
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Jun-25 |
Transaction Accounting Adjustments |
Notes |
Pro Forma As Adjusted |
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(Historical) |
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Revenues |
$ | 4,736,400 | (2,727,800 | ) | (4 | ) | 2,008,600 | |||||||||
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Cost of revenues |
2,699,900 | (1,450,800 | ) | (4 | ) | 1,249,100 | ||||||||||
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Gross profit |
2,036,500 | (1,277,000 | ) | 759,500 | ||||||||||||
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Operating expenses: |
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General and administrative |
2,228,200 | (475,500 | ) | (4 | ) | 1,752,700 | ||||||||||
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Selling |
1,836,600 | (225,800 | ) | (4 | ) | 1,610,800 | ||||||||||
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Research and development |
1,329,200 | (68,100 | ) | (4 | ) | 1,261,100 | ||||||||||
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Total operating expenses |
5,394,000 | (769,400 | ) | 4,624,600 | ||||||||||||
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Loss from operations |
(3,357,500 | ) | (507,600 | ) | (3,865,100 | ) | ||||||||||
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Other income (expense): |
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Other income (expense), net |
20,400 | 20,400 | ||||||||||||||
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Gain on disposition of Genie Product Line |
- |
5,263,400 |
(1 |
) |
5,263,400 |
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Interest income |
34,900 | 34,900 | ||||||||||||||
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Total other income, net |
55,300 | 5,263,400 | 5,318,700 | |||||||||||||
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Loss from continuing operations before income tax benefit |
(3,302,200 | ) | 4,755,800 | 1,453,600 | ||||||||||||
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Income tax benefit, current |
- | (13,500 | ) | (4 | ) | (13,500 | ) | |||||||||
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Income tax benefit, deferred |
- | |||||||||||||||
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Total Income tax benefit |
- | (13,500 | ) | (13,500 | ) | |||||||||||
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Net Gain (loss) |
$ | (3,302,200 | ) | 4,742,300 | 1,440,100 | |||||||||||
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Comprehensive gain (loss): |
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Foreign currency translation (loss) gain |
279,600 | - | 279,600 | |||||||||||||
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Comprehensive (loss) gain |
279,600 | - | 279,600 | |||||||||||||
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Total comprehensive loss |
$ | (3,022,600 | ) | - | 1,719,700 | |||||||||||
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Basic and Diluted loss per common share |
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Consolidated operations |
$ | (0.30 | ) | - | 0.13 | |||||||||||
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Dec-24 (Historical) |
Transaction Accounting Adjustments |
Notes |
Pro Forma As Adjusted |
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Revenues |
$ | 10,712,600 | (5,915,500 | ) | (4 | ) | 4,797,100 | |||||||||
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Cost of revenues |
5,979,000 | (3,188,500 | ) | (4 | ) | 2,790,500 | ||||||||||
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Gross profit |
4,733,600 | (2,727,000 | ) | 2,006,600 | ||||||||||||
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Operating expenses: |
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General and administrative |
4,822,700 | (1,002,400 | ) | (4 | ) | 3,820,300 | ||||||||||
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Selling |
3,643,000 | (406,600 | ) | (4 | ) | 3,236,400 | ||||||||||
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Research and development |
2,906,100 | (143,100 | ) | (4 | ) | 2,763,000 | ||||||||||
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Total operating expenses |
11,371,800 | (1,552,100 | ) | 9,819,700 | ||||||||||||
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Loss from operations |
(6,638,200 | ) | (1,174,900 | ) | (7,813,100 | ) | ||||||||||
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Other income: |
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Other income, net |
12,400 | - | 12,400 | |||||||||||||
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Gain on Disposition of Genie Product Line |
- | 5,263,400 | (1 | ) | 5,263,400 | |||||||||||
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Interest income |
180,400 | - | 180,400 | |||||||||||||
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Total other income, net |
192,800 | 5,263,400 | 5,456,200 | |||||||||||||
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Loss from continuing operations before income tax benefit |
(6,445,400 | ) | 4,088,500 | (2,356,900 | ) | |||||||||||
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Income tax benefit, current |
- | (13,500 | ) | (4 | ) | (13,500 | ) | |||||||||
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Income tax benefit, deferred |
- | |||||||||||||||
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Total Income tax benefit |
- | (13,500 | ) | (13,500 | ) | |||||||||||
| - | ||||||||||||||||
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Net loss |
$ | (6,445,400 | ) | 4,075,000 | (2,370,400 | ) | ||||||||||
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Comprehensive gain (loss): |
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Foreign currency translation (loss) gain |
(131,700 | ) | - | (131,700 | ) | |||||||||||
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Comprehensive (loss) gain |
(131,700 | ) | - | (131,700 | ) | |||||||||||
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Total comprehensive loss |
$ | (6,577,100 | ) | (2,502,100 | ) | |||||||||||
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Basic and Diluted loss per common share |
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Consolidated operations |
$ | (0.61 | ) | (0.23 | ) | |||||||||||
Scientific Industries Inc. published this content on December 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 05, 2025 at 18:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]