UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.___)

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SCIENTIFIC INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Preliminary Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

SCIENTIFIC INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December 6, 2019

2, 2022

Dear Fellow Stockholders:

You are cordially invited to attend the 20192022 Annual Meeting of Stockholders of Scientific Industries, Inc. which will be held at 11:00 a.m. (New York time) on Wednesday,Friday, January 29, 2020 at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716.

27, 2023, by virtual meeting.

Information concerning the matters to be considered and voted upon at the 2022 Annual Meeting is set out in the attached Notice of 2019the 2022 Annual Meeting of Stockholders and Proxy Statement.

It is important that your shares be represented at the 20192022 Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. Accordingly, please complete, signmeeting. To ensure your shares are represented, we urge you to vote promptly by completing and datemailing the enclosed proxy card and return it as soon as possible inor via the accompanying business reply envelope so that your shares will be represented atInternet or by telephone. Voting instructions appear on the Annual Meeting.enclosed proxy card. This will not limit your right to vote in personat the meeting or to attend the meeting.

Thank you for your continued support.


Sincerely,

John A. Moore

Chairman

 
2

 /s/ Joseph G. Cremonese
Joseph G. Cremonese
Chairman

SCIENTIFIC INDUSTRIES, INC.

80 Orville Drive, Suite 102

Bohemia, New York 11716

_____________
NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

January 29, 2020

27, 2023

Notice is hereby given that the 20192022 Annual Meeting of Stockholders (the “Annual Meeting”) of Scientific Industries, Inc., a Delaware corporation (the "Company"“Company”), will be held on Wednesday,Friday, January 29, 2020,27, 2023, at 11:00 a.m. (New York time) at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716, forin virtual meeting format only, via the following purposes:

1.
To elect two Class B Directors toInternet and by telephone, with no physical in-person meeting. Stockholders may participate online by logging in at:

https://us02web.zoom.us/j/82240281959?pwd=ZGVHUVJka3UreUNJWE9MdUxIMVNrdz09, Passcode SCND

or dial:1 646 931 3860 (US) Meeting ID:822 4028 1959, Passcode:720112 If outside the Company's Board of Directors to serve untilUS, find your local number online:

https://us02web.zoom.us/u/kh0GZlewo,  Meeting ID: 82240281959

At the Company’s annual meeting, of stockholders with respect to the year ending June 30, 2022 and the election and qualification of their respective successors.

2.
Towill consider and act upon a proposal to approve the amendment to the 2012 Stock Option Plan of the Company.
3.
To ratify the appointment of Nussbaum Berg Klein & Wolpow, CPAs LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020.
4.
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
following:

1.

To elect two Class B Directors to the Company's Board of Directors to serve until the Company’s annual meeting of stockholders with respect to the year ending December 31, 2025 and until the election and qualification of their respective successors.

2.

To ratify the appointment of Macias Gini and O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

3.

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The foregoing items of business are more fully described in the accompanying proxy statement.

The Board of Directors (the “Board” or, individually, a “Director” or collectively, the “Directors”) has fixed the close of business on December 2, 2019,2022, as the record date for determination of stockholders entitled to notice of and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

A complete list of the stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of the Company at the Annual Meeting. In addition, the list will be open for examination by any stockholder of the Company for any purpose germane to the Annual Meeting during ordinary business hours for a period of ten days prior to the Annual Meeting at the offices of the Company.
You are requested to fill in and sign the enclosed form of proxy, which is being solicited by the Board of Directors of the Company, and mail it promptly in the enclosed postage paid envelope.envelope, or vote via the Internet or by telephone. Any proxy may be revoked by delivery of a later dated proxy.

By Order of your Board of Directors,

/s/ Robert .P. Nichols

Robert P. Nichols

Secretary

Bohemia, New York

December 6, 2019

2, 2022

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE KINDLY REQUEST THAT YOU PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED.PROVIDED, OR VIA THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THE ENCLOSED PROXY CARD. IF YOU ARE A STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSONAT THE MEETING IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

YOUR VOTE IS IMPORTANT


3

SCIENTIFIC INDUSTRIES, INC.

80 Orville Drive, Suite 102

Bohemia, New York 11716

PROXY STATEMENT

_________________

2019

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 29, 2020

27, 2023

_________________

Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Scientific Industries, Inc., a Delaware corporation (the "Company"“Company”), for use at the 20192022 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) to be held at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716,virtually, on Wednesday,Friday, January 29, 2020,27, 2023, at 11:00 a.m. (New York time), and at any adjournments or postponements thereof.

thereof in a virtual meeting format only, via the Internet and by telephone, with no physical in-person meeting to be held. Stockholders may participate online by logging in at:

https://us02web.zoom.us/j/82240281959?pwd=ZGVHUVJka3UreUNJWE9MdUxIMVNrdz09, Passcode SCND 

By telephone:

In the US, dial: 1 646 931 3860 (US) Meeting ID: 822 4028 1959, Passcode: 720112

If outside the US, find your local number online at: https://us02web.zoom.us/u/kh0GZlewo, Meeting ID: 822 4028 1959

At the Annual Meeting, stockholders of the Company will be asked to: (1) To elect two Class B Directors to the Company's Board of the CompanyDirectors to serve until the Company’s annual meeting of stockholders with respect to the fiscal year ending June 30, 2022,December 31, 2025 and until the election and qualification of their successors;respective successors.; (2) approve the amendment to the 2012 Stock Option Plan of the Company; (3)To ratify the appointment of Nussbaum Berg Klein & Wolpow CPAsMacias Gini and O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020; and (4)December 31, 2022; (3) To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date, Voting Rights

Only stockholders of record of the Company’s Common Stock par value $0.05 per share (the “Common Stock”), as of the close of business on December 2, 20192022 (the "Record Date"“Record Date”), are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. On the Record Date, there were 1,522,5757,023,401 shares of Common Stock issued and 1,502,7737,003,599 shares of Common Stock outstanding. Each share of Common Stock is entitled to one vote.

The presence at the Annual Meeting, in personvirtually, or by a properly executed proxy, of the holders of a majority of the outstanding shares of the Company’s Common Stock as of the Record Date is necessary to constitute a quorum. In the determination of the number of shares of Common Stock present at the Annual Meeting for quorum purposes, abstentions and broker “non-votes” are included. A broker "non-vote"“non-vote” occurs when a nominee holding shares of Common Stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Voting of Proxies, Revocation, Solicitation

All stockholders who deliver properly executed and dated proxies to the Company prior to the Annual Meeting will be deemed present at the Annual Meeting regardless of whether such proxies direct the proxy holders to vote for or against, or to withhold or abstain from voting. The proxies, when properly executed and returned to the Company, will be voted in accordance with the instructions given therein by the person executing the proxy. In the absence of instructions, properly executed proxies other than with respect to broker “non-votes” will be voted FOR (1) the election of the Board’s nominees, Mr. Marcus Frampton and Mr. John A. Moore astwo Class B Directors of the Company; (2) the approval of the amendment to the 2012 Stock Option PlanCompany's Board of Directors to serve until the Company;Company’s annual meeting of stockholders with respect to the year ending December 31, 2025 and (3)until the election and qualification of their respective successors; (2) the ratification of the appointment by the Board of Directors of Nussbaum Berg Klein & Wolpow, CPAsMacias Gini and O’Connell LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020.

December 31, 2022; and (3) transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Any stockholder who executes and delivers a proxy may revoke it at any time before it is voted by delivering a written notice of such revocation to the Secretary of the Company at the address of the Company set forth in this proxy statement, by submitting a properly executed proxy bearing a later date, or by appearing atattending the Annual Meeting and requesting the return of the proxy or by voting in person.during the meeting. In accordance with applicable rules, boxes and designated spaces are provided on the proxy card for stockholders to mark if they wish either to vote for or withhold authority to vote for the nominees forelect two Class B Directors or to vote for, against or to abstain from voting for the proposal to approve the amendment to the Company's Board of Directors to serve until the Company’s 2012 Stock Option Planannual meeting of stockholders with respect to the year ending December 31, 2025 and until the proposal toelection and qualification of their respective successors, ratify the appointment by the Board of Directors ofMacias Gini and O’Connell LLP as the Company’s independent registered public accounting firm.

firm for the fiscal year ending December 31, 2022.

A stockholder’s attendance at the Annual Meeting will not, by itself, revoke a proxy given by that stockholder. Stockholders vote at the Annual Meeting by casting ballots (in person(at the Annual Meeting or by proxy), which are tabulated by a person who is appointed by the Board of Directors before the Annual Meeting to serve as inspector of election at the Annual Meeting and who has executed and verified an oath of office.

Instructions will be provided during the virtual meeting on how to vote at the Annual Meeting.

4

Important Information on Proxy Materials

It is anticipated that this proxy statement, the enclosed proxy card, and the Company’s Annual Report will be mailed to the Company's stockholders on or about December 20, 2019.


2022.

This proxy statement and our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available on the Internet at https://www.cstproxy.com/scientificindustries/2023. The Annual Report includes our audited consolidated financial statements for the fiscal year ended June 30, 2022.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of December 2, 20192022 certain information as to each person who to the Company’s knowledge, based upon such person’s representations or publicly available filings, beneficially owned more than 5% of the outstanding shares of the Company’s Common Stock as of that date:

Name

 

Amount and Nature of Beneficial

Ownership

 

 

% of Class*

 

Roy T. Eddleman, Trustee, Roy T. Eddleman Trust UAD 8-7-2000

 

 

2,127,264(1)

 

 

26.93%

Veradace Capital Management LLC

 

 

953,717(2)

 

 

13.03%

Bleichroeder LP

 

 

905,026(3)

 

 

12.39%

Brian Pessin

 

 

778,706(4)

 

 

10.72%

Thomas A. Satterfield

 

 

575,955(5)

 

 

8.00%

Christopher Cox

 

 

444,000(6)

 

 

6.14%

Lyon Polk

 

 

444,000(7)

 

 

6.14%

Laurence W. Lytton

 

 

408,229(8)

 

 

5.72%

Name

*

Amount

Percentages of ownership are based upon the number of shares of Common Stock issued and Natureoutstanding as of Beneficial Ownership**

  %December 2, 2022. Shares of Class
Common Stock that may be acquired pursuant to options or warrants that are exercisable within 60 days of the date indicated above are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for the percentage ownership of any other person.

James S. Segasture*

162,500(1)
10.8%

Joseph G. Cremonese*

1.

116,062(2)
7.7%
Fulcrum, Inc.
100 Delawanna Avenue
Clifton, NJ 07014
117,370(3)
7.8%
Grace S. Morin*
97,450(4)
6.4%
Brookman P. March*
97,450(5)
6.4%
Falcon Juneau, LLC
800 F Street
Juneau, AK 99801
77,085(6)
5.1%
* His or her address is c/o Scientific Industries, Inc., 80 Orville Drive, Suite 102, Bohemia, New York 11716.
** Percentages of ownership are based upon the number of shares of Common Stock issued and outstanding. Shares of Common Stock that may be acquired pursuant to options that are exercisable within 60 days of the date indicated above are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for the percentage ownership of any other person.
(1) Shares owned jointly with his wife.
(2) 104,062 shares are owned jointly with his wife, 7,000 shares are owned by his wife, and 5,000 shares are issuable

Based upon exercise of options.

(3) Stock issued in connection with the acquisition of the Torbal division assets from Fulcrum, Inc. on February 26, 2014.
(4) Includes 12,500 shares issuable upon exercise of options held by her husband, Mr. March.
(5) Represents 82,950 shares owned by Ms. Morin, his wife; 2000 shares owned jointly between Ms. Morin and Mr. March; and 12,500 shares issuable upon exercise of options by Mr. March.
(6)Based on report on schedule 13Gform Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on JanuaryJuly 14, 2021. Includes 894,376 shares issuable upon exercise of warrants.

2.

Based upon form Schedule 13G/A filed with SEC on February 15, 2022. Includes 315,789 shares issuable upon exercise of warrants.

3.

Based upon form 4 filed with SEC on March 3, 2022. Includes 301,675 shares issuable upon exercise of warrants.

4.

Based upon form Schedule 13D filed with the Securities and Exchange Commission SEC on July 13, 2021. Includes 259,568 shares issuable upon exercise of warrants.

5.

Based upon form Schedule 13G filed with SEC on March 23, 2019. Mr. Frampton, a director2022. Includes 191,984 shares issuable upon exercise of warrants.

6.

Based upon form Schedule 13D filed with the Company, has voting power over these shares. Does not include 2,250Securities and Exchange Commission SEC on June 29, 2020. Includes 222,000 shares owned directly by Mr. Frampton.
issuable upon exercise of warrants.

7.

Based upon form Schedule 13G filed with SEC on July 9, 2020. Includes 222,000 shares issuable upon exercise of warrants.

8.

Based upon form Schedule 13G filed with SEC on March 30, 2022. Includes 131,893 shares issuable upon exercise of warrants.


5

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Company's Certificate of Incorporation provides for a classified Board of Directors, consisting of three classes, each class serving a three-year term on a staggered basis. Two are Class A Directors, threetwo are Class B Directors, and two are Class C Directors. The Board of Directors approved a reduction of the number of Class B Directors from three to two and atAt the Annual Meeting, the two Class B Directors are to be elected to serve until the annual meeting of stockholders with respect to the fiscal year ending June 30, 2022,December 31, 2025, and until their successors are duly elected and qualified. During the fiscal year ended June 30, 20192022 (“fiscal 2019”2022”), the Board held six meetings, with one director not present at one meeting, and two directors not present at another meeting, with all directors present at the remainingfour meetings. Shares of Common Stock represented by executed and returned proxies solicited by the Board of Directors will be voted for the nominees hereinafter named if authority to do so is not specifically withheld. If for any reason saidany such nominee shall become unavailable for election, which is not now anticipated, the proxies will be voted for a substitute nominee designated by the Board of Directors.

The Directors of the Company are elected by the affirmative vote of the holders of a plurality of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote. A plurality means that the nominee with the largest number of votes is elected as Director. In tabulating the vote, abstentions and broker “non-votes” will be disregarded and will have no effect on the outcome of the vote.

The Board of Directors recommends that stockholders vote FOR the election of the nominees identified below to the Board of Directors.

Nominees

The Board of Directors has designated Mr. Marcus Frampton and Mr. John A. Moore, each of whom are currently Class B directors, as their nominees for election.

re-election.

Marcus Frampton (age 39)42), a Director since March 2019 is the Chief Investment Officer of the Alaska Permanent Fund Corporation and serves on the Board of Directors of Twin Creeks Timber, LLCManaged Funds Association and Nyrada, Inc., a drug development company. He served as Director of Investments, Real Assets and Absolute Return of the Alaska Permanent Fund from 2016 to 2018 and Director of Investments, Private Markets of the Alaska Permanent Fund from 2012 to 2016 for the Alaska Permanent Fund Corporation.

2016.

John A. Moore (age 53)57), a Director since January 2019 hasand Chairman of the Board since January 2020, is also the Chairman of Scientific Bioprocessing Industries (“SBI”) since March 2022 and prior was President from January 2020 through April 2022 and had been providing consulting services to the Company’s subsidiary, Scientific Bioprocessing, Inc.SBI since March 2019. Mr. Moore serves as Executive Chairman of Nyrada, Inc., a drug development company since July 2019 and prior to that served as a director with Noxopharm Limited, a drug development company, and is also the Chairman of Trialogics, a clinical trial software provider. Since March 2022 he serves as the Chairman of Cormetech, a leading air emissions provider for power plants. Mr. Moore was President, Chief Executive Officer and director of Acorn Energy, Inc. from 2006 to 2016.

Other Directors

Helena R. Santos (age 58), 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. She had served as Vice President, Controller from 1997 and as Secretary from May 2001. 

Jurgen Schumacher (age 69), a Director since May 2021, is currently a private investor in various startups and growth phase technology companies over the past five years.

Christopher Cox (age 58), a director since February 2021, has been a Senior Vice President of Population Health Investment Co., Inc. since September 2020 and a Co-Founder and Managing Partner of Population Health Partners LLC since May 2020. Mr. Cox has been on the Board of Directors of Nyrada, Inc. since January 2019. Mr. Cox has been a corporate attorney for over 25 years, most recently at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012 and where he served a co-chair of the global corporate group and a member of the firm’s management committee until February 2016. From February 2016 to March 2019, Mr. Cox was Executive Vice President and Chief Corporation Development Officer of Medicines Company. Prior to January 2012, Mr. Cox was a partner at Chill Gordon & Reindel.

Joseph G. Cremonese(age 83)87), a Director since November 2002 and Chairman of the Board sincefrom February 2006 to January 2020, has been, through his affiliate, a marketing consultant to the Company since 1996. Mr. Cremonese has been since 1991, President of his affiliate, Laboratory Innovation Company, Ltd, which is a vehicle for the consulting services for the Company.

Grace S. Morin(age 71), a Director since December 4, 2006, had been President, Director and principal stockholder of Altamira Instruments, Inc. from December 2003 until its acquisition in November 2006 by the Company. Ms. Morin had been employed by Altamira to supervise its administrative functions at the Pittsburgh, Pennsylvania facility as a full-time employee through March 31, 2009 and since that date as a part-time consultant.
Helena R. Santos(age 55), a Director since 2009, has been employed by the Company since 1994, and has served since August 2002 as its President, Chief Executive Officer, Chief Financial Officer and Treasurer. She had previously served as Vice President and Controller since 1997and Corporate Secretary from May 2001.
James S. Segasture(age 83), a Director since 1991, has been retired for the last five years.
John F.F. Watkins(age 52), is a corporate and securities attorney and has been a member of Reitler Kailas & Rosenblatt LLC since 2002. Mr. Watkins was first elected to the Board of Directors of the Company in January 2017.

6

Stock Ownership

The following table sets forth, as of December 6, 2019,2, 2022, relevant information as to the shares of Common Stock beneficially owned by (i) each Director and Director nominee of the Company, (ii) each executive officer of the Company identified in the Summary Compensation Table under “Executive Officers and Key Personnel,Significant Employees,” and (iii) all directors, director nominees and executive officers as a group.

Name

 

Amount and Nature of Beneficial Ownership

 

 

% of Class

 

Christopher Cox

 

 

444,000(1)

 

 

6.14%

Joseph G. Cremonese

 

 

116,062(2)

 

 

1.30%

Marcus Frampton

 

 

80,623(3)

 

 

1.10%

Jurgen Schumacher

 

 

37,893(4)

 

(*)

 

John A. Moore

 

 

301,230(5)

 

 

4.16%

Helena R. Santos

 

 

255,766(6)

 

 

3.53%

Reginald Averilla

 

 

20,000(7)

 

(*)

 

Daniel Gruenes

 

 

72,039(8)

 

 

1.02%

Karl D. Nowosielski

 

 

50,498(9)

 

(*)

 

Robert P. Nichols

 

 

40,241(10)

 

(*)

 

All directors and executive officers as a group (10 persons)

 

 

1,418,352(11)

 

 

17.98%
Beneficial Owner
Number
Percentage

____________

Joseph G. Cremonese
116,062(1)
7.7%
Marcus Frampton
2,250(2)
.2%
John A. Moore
32,247(3)
2.1%
Grace S. Morin
97,450(4)
6.4%
James S. Segasture
162,500(5)
10.8%
Helena R. Santos
38,252(6)
2.5%
Robert P. Nichols
27,085(7)
1.8%
Brookman P. March
97,450(8)
6.4%
Anthony J. Mitri
10,000(9)
0.0%
Karl D. Nowosielski
34,183(10)
2.2%
All current directors and executive officers as a group (10 persons)
520,029(11)
32.7%

(1) 104,062 shares are owned jointlyBased upon form Schedule 13D filed with his wife, 7,000 shares are owned by his wife, and 5,000 shares are issuable upon exercise of options.

(2) Represents 2,250 shares owned directly by Mr. Frampton does not include 77,085 shares owned by Falcon Juneau, LLC.as to which shares has voting power.
(3)the SEC on June 29, 2020. Includes 10,047222,000 shares issuable upon exercise of options.warrants.

(2) Based upon form 4 filed with the SEC on June 9, 2022. Includes 25,000 shares issuable upon exercise of warrants.

(3) Based upon form 4 filed with the SEC on March 29, 2022. Includes 3,500 shares issuable upon exercise of warrants.

(4) Includes 12,50012,631 shares issuable upon exercise of warrants.

(5) Includes 244,978 shares issuable upon exercise of options held by her husband, Mr. March.and warrants.

(5) Represents shares owned jointly with his wife.

(6) Includes 17,000 shares issuable upon exercise of options.

(7) Includes 7,500 shares issuable upon exercise of options.
(8) Represents 82,950 shares owned by Ms. Morin, his wife, 2,000 shares owned jointly between Ms. Morin and Mr. March and 12,500233,085 shares issuable upon exercise of options by Mr. March.and warrants.

(9) Represents

(7) Includes 20,000 shares issuable upon exercise of options.

(10)

(8) Includes 9,683 shares issued in connection with the acquisition of the Torbal Division February 2014, and 24,50068,013 shares issuable upon exercise of options.options and warrants.

(11)

(9) Includes 86,13536,605 shares issuable upon exercise of options.options and warrants.

(10) Includes 18,552 shares issuable upon exercise of options and warrants.

(11) Includes 884,361 shares issuable upon exercise of options and warrants.

(*) - % of Class is less than 1


7

Board Committees

The Company has threetwo committees – The Stock Option Committee, thea Compensation Committee and thean Audit Committee, each of which isCommittee. Both committees are comprised of the entire Board of Directors.

Directors’

Director’s Compensation and Options

DIRECTORS’ COMPENSATION
For the Year Ended June 30, 2019
Name
(a)
  Fees Earned or Paid in Cash ($) (b)  
  Stock Awards ($) (c)  
  Option Awards($) (d)  
  Non-Equity Incentive Plan Compensation ($) (e)  
  Changes in Pension Value and Non-qualified Deferred Compensation Earnings($) (f)  
  Non-qualified Deferred Comp-sensation Earnings ($) (g)  
  All Other Comp- ensation ($) (h)  
  Total ($) (i)  
Joseph G.Cremonese  41,200   0   0   0   0   0   43,200(1)  84,400 
Marcus Frampton  2,800   0   0   0   0   0   0   2,800 
John A. Moore  9,800   0   12,000   0   0   0   40,000(2)   61,800 
Grace S.Morin  20,800   0   0   0   0   0 18,200(3)  39,000 
James S.Segasture  16,800   0   0   0   0   0   0   16,800 
John F.F. Watkins  20,800   0   0   0   0   0   0   20,800 

DIRECTORS’ COMPENSATION AND OPTIONS

For the Year Ended June 30, 2022

Name

 

Fees Earned or Paid in Cash ($)

 

 

Stock Awards ($)

 

 

Option Awards ($)

 

 

Non-Equity Incentive Plan Compensation ($)

 

 

Non-qualified Deferred Compensation Earnings ($)

 

 

All Other Compensation ($)

 

 

Total($)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(h)

 

 

(i)

 

Christopher Cox

 

 

13,600

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,600

 

Joseph G. Cremonese

 

 

19,600

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

55,200

 

 

 

74,800

 

Marcus Frampton

 

 

39,600

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

39,600

 

Jurgen Schumacher

 

 

9,600

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,600

 

Reinhard Vogt (3)

 

 

24,200

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

215,700

 

 

 

239,900

 

(1) Represents amount paid to him and his affiliate pursuant to a marketing consulting agreement (see Related Party Transactions).

(2) Represents compensation received foramount paid to him and his administrative services as consultant for Scientific Bioprocessing, Inc. (“SBI”)affiliate pursuant to a consulting agreement (see Related Party Transactions).

(3) Represents compensation received for her administrative services as a consultant for Altamira Instruments, Inc. (“Altamira”) (see Related Transactions).

Mr. Vogt resigned from the Board effective April 1, 2022.

The Company paid each Director who is not an employee of the Company or a subsidiary a quarterly retainer fee of $2,200 and a meeting fee of $2,000$3,000 for each attended meeting attended for fiscal 2019 and fiscal 2018, respectively.through March 31, 2022. Effective April 1, 2022, the quarterly retainer fee was increased to $3,300. In addition, the Company reimburses each Director for out-of-pocket expenses incurred in connection with attendance at board meetings. Mr. Cremonese, as Chairman of the Board receives an additional fee of $1,700 per month. During fiscal 2019,2022, total director compensation to non-employee Directors aggregated $213,600,$377,500, including the consulting fees paid to Mr. Cremonese’sCremonese and his affiliate and to Mr. Moore,Vogt and Ms. Morin.

              Mr. Moore was awarded on a monthly basis options valued at $3,000 utilizing the Black-Scholes option pricing model (a total of 6,705 options) for the months of March, April, May, and June 2019 as part of his consulting agreement with the Company. Since December 1, 2003, Mr. Joseph G. Cremonese, has been awarded a total of 45,000 stock options under the Company's 2002 and 2012 Stock Option Plans of which 5,000 remain unexercised. None of the other directors have options outstanding.

affiliate.

Executive Officers and Key Personnel

& Significant Employees

See "Directors"above for the employment history ofMs. Santosand Mr. Moore.

Reginald Averilla (age 44), is the Chief Financial Officer of the Company and has been employed by the Company since April 2022. He was the VP Controller of Medical Knowledge Group, a privately held company from July 2020 to April 2022. From 2017 to July 2020, he was the VP Controller for Film Expo Group, a privately held company. Prior to 2017, he was the Assistant Controller to SFX Entertainment, previously a publicly-traded company.

Robert P. Nichols(age 58)61), is the President of the Genie Products Division of the Benchtop Laboratory Equipment operations and Corporate Secretary and has been employed by the Company since February 1998. Previously, he had been since May 2001, the Company’s Vice President of Engineering.

Brookman P. March(age 74), has been since July 1, 2017 Vice President of Corporate Development and Strategy and Vice President of Sales of Altamira. Previously he had been President and Director of Sales and Marketing of Altamira. He had been Vice President and a Director of Altamira from December 2003 until it was acquired by the Company in 2006. Mr. March is the husband of Ms. Morin, a Director of the Company.

Karl D. Nowosielski(age 39)44), is the President of the Torbal Products Division of the Benchtop Laboratory Equipment operations and Director of Marketing for the Company. He was Vice President of Fulcrum, Inc. (the seller of the Torbal Products Division assets) from 2004 until February 2014.

Anthony J. Mitri (age 37)

Daniel Greunes (age 34), has been the President of Altamira since May 2017. Prior to that he had been Director of Operations and Engineer since he began his employment with the Company in 2004.

Compensation Discussion and Analysis.The Compensation Committee reviews and recommends to the Board of Directors the compensation to be paid to each executive officer. Executive compensation, in all instances except for the compensation foris the Chief Executive Officer (“CEO”), is based on recommendations fromof the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regardCompany’s Bioprocessing operations. Prior to the successCompany’s acquisition of the achievement of such objectives and the successful execution of management targets and goals.
With respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectivesAquila, he served as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year.
The compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel.
Compensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management.
Aquila’s Chief Executive Officer since he co-founded Aquila in 2014.

8

The following table summarizes all compensation paid by the Company to each of its executive officers for the fiscal years ended June 30, 20192022 and 2018.


2021.

SUMMARY COMPENSATION TABLE

Name and Principal Position
(a)
Fiscal Year (b)
 
 
Salary ($)
(c)
 
 
Bonus ($)
(d)
 
 
Stock Awards ($)
(e)
 
 
Option Awards ($)
(f)
 
 
Non- Equity Incentive Plan Compensation ($)
(g)
 
 
Non- Qualified Deferred Compensation
Earnings ($)
(h)
 
 
Changes in Pension Value and Non-Qualified Deferred Compensation Earnings
 
 
All Other Compensation ($)
(i)
 
 
Total ($)
(j)
 
Helena R. Santos,
CEO, President, CFO
2019
  180,300 
  0 
  0 
  13,100(1)
  0 
  0 
  0 
  4,900(5)
  198,300 
Helena R. Santos,
CEO, President, CFO
2018
  175,000 
  25,000 
  0 
  13,100(1)
  0 
  0 
  0 
  6,700(5)
  219,800 
 
    
    
    
    
    
    
    
    
    
Brookman P. March,
Vice President Corporate Strategy, VP, Sales of Altamira
2019
  159,600 
  0 
  0 
  3,900(2)
  0 
  0 
  0 
  6,400(5)
  169,900 
Brookman P. March,
Vice President Corporate Strategy, VP, Sales of Altamira
2018
  155,000 
  10,000 
  0 
  3,900(2)
  0 
  0 
  0 
  6,200(5)
  175,100 
 
    
    
    
    
    
    
    
    
    
Anthony Mitri,
President of Altamira
2019
  120,000 
  0 
  0 
  6,500(3)
  0 
  0 
  0 
  4,800(5)
  131,300 
Anthony Mitri,
President of Altamira
2018
  110,000 
  0 
  0 
  1,600(3)
  0 
  0 
  0 
  4,400(5)
  116,000 
 
    
    
    
    
    
    
    
    
    
Robert P. Nichols,
President of Genie Division
2019
  157,600 
  0 
  0 
  3,900(2)
  0 
  0 
  0 
  6,800(5)
  168,300 
Robert P. Nichols,
President of Genie Division
2018
  153,000 
  10,000 
  0 
  3,900(2)
  0 
  0 
  0 
  6,300(5)
  173,200 
 
    
    
    
    
    
    
    
    
    
Karl D. Nowosielski
President of Torbal Division and Director of Marketing
2019
  163,300 
  10,000 
  0 
  7,400(4)
  0 
  0 
  0 
  6,400(5)
  187,100 
Karl D. Nowosielski
President of Torbal Division and Director of Marketing
2018
  161,700 
  10,000 
  0 
  7,400(4)
  0 
  0 
  0 
  6,400(5)
  185,500 
(1) The amounts represent

Name and Principal Position

 

Year

 

Salary($)

 

 

Bonus($)

 

 

Stock Awards($)

 

 

Option Awards($)

 

 

Non- Equity Incentive

Plan Compensation($)

 

 

Non- Qualified Deferred Compensation Earnings($)

 

 

All Other Compensation($)

 

 

Total($)

 

(a)

 

(b)

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

 

(j)

 

Helena R. Santos,

 

6/30/2022

 

 

201,500

 

 

 

50,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,000(5)

 

$259,500

 

CEO, President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Helena R. Santos,

 

6/30/2021

 

 

191,200

 

 

 

100,000

 

 

 

-

 

 

 

553,600(1)

 

 

-

 

 

 

-

 

 

 

9,600(5)

 

$854,400

 

CEO, President, CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John A. Moore,

 

6/30/2022

 

 

180,200

 

 

 

50,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,200(5)

 

$237,400

 

Chairman of SBI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John A. Moore,

 

6/30/2021

 

 

175,000

 

 

 

100,000

 

 

 

-

 

 

 

553,600(2)

 

 

-

 

 

 

-

 

 

 

7,000(5)

 

$835,600

 

President of SBI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel Greunes,

 

6/30/2022

 

 

166,900

 

 

 

-

 

 

 

-

 

 

 

44,100(3)

 

 

-

 

 

 

-

 

 

 

-

 

 

$211,000

 

CEO of Bioprocessing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel Greunes,

 

6/30/2021

 

 

30,200(3)

 

 

20,000

 

 

 

-

 

 

 

23,200(4)

 

 

-

 

 

 

-

 

 

 

10,000(4)

 

$83,400

 

Vice President of R&D and Operations of Bioprocessing Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amount for 2021 represents compensation expense for the stock options granted on July 1, 2017 valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $39,200 of which $13,100 was expensed in each of fiscal 2019 and fiscal 2018.

(2) The amounts represent compensation expense for the July 1, 2017 stock options granted valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $11,800 for each individual, of which $3,900 was expensed in each of fiscal 2019 and fiscal 2018.
(3) The amounts represent compensation expense for the stock options granted on June 23, 2020 valued utilizing the Black-Scholes- Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations, which were valued at a total of $1,625,000 of which $553,600 was expensed in fiscal 2021.

(2)

The amount for 2021 represents compensation expense for stock options granted on June 23, 2020 valued utilizing the Black-Scholes- Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations, which were valued at a total of $1,625,000 of which $553,600 was expensed in fiscal 2021.

(3)

The amount for 2022 represents compensation expense for stock options granted on February 25, 2022 valued utilizing the Black- Scholes-Merton options pricing model disregarding estimates of forfeitures related to service-based vesting considerations, which were valued at a total of $44,100.

(4)

The amounts represent the fiscal year 2021 compensation expense for stock options granted at the time of the Aquila acquisition which were valued utilizing the Black-Scholes-Merton options pricing model disregarding estimates for forfeitures related to service-based vesting considerations, which were valued at a total of $409,300 of which $23,200 was expensed in fiscal 2021.

(5)

The amounts represent the Company’s matching contribution under the Company’s 401(k).

9

OUTSTANDING EQUITY (OPTIONS) AWARDS

For the Year Ended June 30, 2022

Name

 

Number Of Securities Underlying Unexercised Options (#) Exercisable

 

 

Number Of Securities Underlying Unexercised Options(#) Unexercisable

 

 

Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)

 

 

Option Exercise Price ($)

 

 

Option

Expiration Date

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

Helena Santos

 

 

160,578

 

 

 

71,788

 

 

 

-

 

 

3.08-9.00

 

 

07/2027-06/2030

 

John A. Moore

 

 

154,202

 

 

 

73,750

 

 

 

-

 

 

4.50-11.30

 

 

03/2029-06/2030

 

Reginald Averilla

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

5.50

 

 

6/21/2032

 

Daniel Gruenes

 

 

18,667

 

 

 

47,333

 

 

 

-

 

 

5.80-10.00

 

 

04/2031-02/2032

 

Robert Nichols

 

 

7,500

 

 

 

10,000

 

 

 

-

 

 

3.08-5.85

 

 

07/2027-12/2031

 

Karl Nowosielski

 

 

24,500

 

 

 

10,000

 

 

 

-

 

 

2.91-5.85

 

 

02/2024-12/2031

 

Employment Agreements

Helena Santos

The Company has an employment agreement with Helena Santos, its President and CEO, which expires on June 30, 2018 and December 31, 2017 valued utilizing the Black-Scholes-Merton options pricing model. The option was valued at a total of $10,000 and $9,500, respectively, utilizing the Black-Scholes options pricing model, of which a total of $6,500 and $1,600 was expensed in fiscal 2019 and fiscal 2018, respectively.

(4) The amounts represent compensation expense for the stock options granted on July 1, 2017, and February 26, 2017, valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The stock options were granted as part of his employment agreement. The options were valued at a total of $11,800, and $10,500, respectively, of which $7,400 was expensed in each of fiscal 2019 and 2018.
(5) The amounts represent the Company’s matching contribution under the Company’s 401(k) Plans.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2019
There were no stock options granted to officers during fiscal 2019.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
Option Awards
 
 
Name
(a)
 
Number of Securities Under- lying Unexercised Options (#) Exercisable (b)
 
 
Number of Securities Under- lying Unexercised Options (#) Unexerci- sable (c)
 
 
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)
 
 
Option Exercise Price ($) (e)
 
 
Option Expiration Date (f)
 
Helena Santos
  8,333 
  16,667 
  0 
  3.08 
  07/2027
Anthony Mitri
  3,334 
  6,666 
  0 
  3.05-3.27 
 
09/2018-06/2028
 
Brookman March
  9,500 
  5,000 
  0 
  3.71-3.96 
 
05/2022-07/2027
 
Robert Nichols
  4,500 
  5,000 
  0 
  3.50 
 
12/2023-07/2027
 
Karl Nowosielski
  17,500 
  7,000 
  0 
  3.05-4.05 
 
02/2024-07/2027
 
There were no options exercised by officers during fiscal 2018.
Employment Agreements
On July 1, 2017, the Company entered into a new employment agreement with Ms. Helena R. Santos through June 30, 2020 with the option to extend for two additional one-year periods.2025. The agreement providesprovided for an annual base salary of $175,000 for the fiscal year ended June 30, 2018, of $175,000 with subsequent annual increases thereafter of 3% per annum or the applicable annual percentage increase if any, in the U.S. Consumer Price Index (“CPI”), whichever is higher. The agreement also provides for a bonus of $25,000 for the fiscal year ended June 30, 2018 and onhigher, plus a discretionary basis thereafter. No bonusesbonus. Bonuses aggregating $50,000 and $100,000 were granted duringawarded for fiscal 2019.2022 and fiscal 2021, respectively. The agreement also provided for a grant of options to purchase 25,000 shares of the Company’s stockCommon Stock, which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.
On July 1, 2017, the Company entered into a new employment agreement with Mr. Robert P. Nichols through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $153,000 with annual increases thereafter of 3% per annum or the percentage increase, if any, in the Consumer Price Index, whichever is higher. The agreement also provides for a bonus of $10,000 for the fiscal year ended June 30, 2018 and on a discretionary basis thereafter. No bonuses were granted during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.
On July 1, 2017, the Company entered into a new employment agreement with Mr. Brookman P. March through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $155,000 with annual increases thereafter of 3% per annum or the percentage increase, if any, in the Consumer Price Index, whichever is higher. The agreement also provides for a bonus of $10,000 for the fiscal year ended June 30, 2018 and on a discretionary basis thereafter. No bonuses were granted during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019. March is the husband of Grace S. Morin, a Director of the Company and of Altamira and a former principal stockholder of Altamira.

On July 1, 2017, the Company entered into a new employment agreement with Mr. Karl Nowosielski through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $157,000 with annual increases thereafter of 4% per annum. The agreement also provides for a bonus of $10,000 for the fiscal year ending June 30, 2018 and $10,000 for each subsequent year, provided a minimum 5% increase in the EBITDA of the Torbal Products Division is achieved. A bonus of $10,000 was awarded during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.
On May 16, 2017, the Company entered into a new employment agreement with Mr. Anthony Mitri through June 30, 2019 with the option to extend for one additional year period, which was exercised by mutual agreement. The agreement provides for an annual base salary for the fiscal year ended June 30, 2019 of $120,000 and $110,000 for the fiscal year ending June 30, 2018 plus incentive pay based on achievement of certain sales and income levels of Altamira Instruments, Inc. No incentive pay was earned for the fiscal year ended June 30, 2019 or 2018. The agreement also provided for the grant of stock options to purchase up to an aggregate of 10,000 shares, all of which were granted during the fiscal year ended June 30, 2018. No shares were granted during the year ended June 30, 2019.
2021, and 215,366 shares were authorized to be granted by the Board of Directors during the year ended June 30, 2020, subject to amendment of the Company’s 2012 Stock Option Plan to increase the number of shares authorized for issuance thereunder which was approved in February 2021, following which Ms. Santos’ options were issued on February 23, 2021. The agreement also contains a provision that within one year of a change of control, if either the Company terminates the employment for any reason other than for “cause” or Ms. Santos terminates her employment for “good reason”, Ms. Santos will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years preceding such termination.

In addition, Ms. Santos’ employment agreement contains a provision that within one year of a change of control, if either (i) the Company terminates the employment for any reason other than for “cause” (as such term is defined in the employment agreement) or (ii) Ms. Santos terminates her employment for “good reason” (as such term is defined in the employment agreement), Ms. Santos will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years preceding such termination. The employment agreements for Ms. Santos, Mr. Nichols, Mr. March, Mr. Nowosielski, and Mr. Mitri contain confidentiality and non-competition covenants. The employment agreements for all the named executives above, except Mr. Mitri, containagreement also contains a termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. Ms. Santos’

John A. Moore

The Company has an employment agreement with its Chairman, which expires on June 30, 2023. The agreement provides for an annual base salary of $175,000 for the year ended June 30, 2021, with subsequent annual increases of 3% plus discretionary bonuses. The agreement also containsprovides for a provision that within onegrant of options to purchase 215,366 shares which were authorized by the Board of Directors during the year ended June 30, 2020, subject to amendment of a changethe Company’s 2012 Stock Option Plan to increase the number of control, if eithershares authorized for issuance thereunder which was approved in February 2021, following which Mr. Moore’s options were issued on February 23, 2021. Bonuses aggregating $50,000 and $100,000 were awarded to Mr. Moore during fiscal 2022 and fiscal 2021, respectively. If the Company terminates herMr. Moore’s employment for any reason other than for “cause”death, disability, or shecause (as such term is defined therein), or if employee resigns for “good reason” (as such term is defined therein), the Company shall, pay severance payments equal to either one year’s salary at the rate of the compensation at the time of termination if employee is terminated within 12 months of the date of the agreement or six months’ salary if the employee is terminated after 12 months of the date of the agreement, and the Company shall continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.

The employment agreement contains termination provisions stipulating that if the Company terminates herthe employment other than for death, disability, or cause (as such term is defined therein), or if employee resigns for “good reason”(as such term is defined in the agreement) , the Company shall pay severance payments equal to either one year’s salary at the rate of the compensation at the time of termination is employee is terminated within 12 months of the date of the agreement or six months’ salary is the employee is terminated after 12 months of the date of the agreement, continue to pay the regular benefits provided by the Company for the period equal to the length of the severance payments and pay a pro rata portion of any bonus achieved prior to such termination of employment.

Daniel Gruenes

The Company is party to an employment agreement with Daniel Gruenes, the CEO and President of SBI, for an indefinite term, which can be terminated by either party upon twelve months’ written notice in accordance with German law. The agreement stipulates that Mr. Gruenes will receive an annual salary of 170,000 euros, as well as a minimum annual bonus of 10,000 euros. In addition. the employment agreement includes payment of a retention bonus of 25,000 euros to Mr. Gruenes if he does not terminate his employment with the Company or the Company does not terminate his employment for “good reason”, she will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years immediately preceding such termination, minus $1.00.


good cause before April 28, 2023.

10

Related Party Transactions

Mr. Joseph G. Cremonese, a Director since November 2002, through his affiliate, Laboratory Innovation Company, Ltd., has been providing independent marketingprovided consulting services to the Company since January 1, 2003 pursuant tounder a consulting agreement, expiringat a monthly retainer of $9,000, which expired on December 31, 2019. The agreement currently provides that Mr. Cremonese and his affiliate shall render, at the request of the Company, marketing consulting services for a monthly payment of $3,600.2021. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $43,200 pursuant to the agreement$55,200 and $108,000 for each of fiscal 20192022 and 2018.

Ms. Grace S. Morin, was electedfiscal 2021, respectively.

Mr. Reinhard Vogt, served as a Director in December 2007 following the sale of her 90.36% ownership interest in Altamira to the Company in November 2006. Up until March 31, 2009, Ms. Morin had been employed by Altamira as an administrative employee. Sincefrom July 2020 through April 1, 2009, she has2002, and through his affiliate, Societät Reinhard and Noah Vogt AG GmbH, provided consulting services on a part-time basis pursuant to an agreement expiring December 31, 2019 at the rate of $85 per hour, resulting in payments of $18,200 and $7,000 for fiscal 2019 and fiscal 2018, respectively. The agreement contains confidentiality and non-competition covenants.

Mr. John A. Moore, a Director since January 2019, has been providing consulting services to the Company since March 2019 pursuant tounder a consulting agreement, which expired on August 31, 2019 which has been renewed for an additional six months. The agreement currently provides that Mr. Moore shall render, at the request of the Company, consulting services as to the operations of Scientific Bioprocessing, Inc., a wholly-owned subsidiary of the Company for a monthly paymentretainer of $10,000 plus the issuance of stock options valued at $3,000.12,500 euros, which was terminated on April 1, 2022. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $40,000$215,700 and granted$966,600 in fiscal 2022 and fiscal 2021, respectively. Fiscal 2021 fees included consulting fees of $207,900 and 125,000 stock options with a value of $12,000 pursuant tovalued at $758,700 on the agreement for fiscal 2019.
grant date using the Black-Scholes-Merton option pricing model.

Section 16(a) Beneficial Ownership Reporting

Compliance

The Company believes that, for the year ended June 30, 2019,fiscal 2022, its officers, directors and 10% stockholders timely complied with all filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

12

11

PROPOSAL 2

PROPOSAL TO APPROVE AMENDMENT TO THE 2012 STOCK OPTION PLAN
General
The Board of Directors, subject to stockholders’ approval, approved an amendment to the Company’s 2012 Stock Option Plan (the “2012 Plan”) to increase the number of shares available for issuance thereunder by 150,000 shares, from 157,000 to 307,000 shares, and directed that the amendment be submitted to the stockholders for approval at the 2019 Annual Meeting. The proposed amendment is attached as Exhibit A to this Proxy Statement.
The amendment to the 2012 Plan is intended to ensure that we can continue to provide an incentive to our key employees, directors, and consultants by enabling them to share in our future growth. If approved by the stockholders, all of the additional shares will be available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as nonqualified stock options as defined in the 2012 Plan. If the stockholders do not approve the amendment, no shares will be added and the 2012 Plan will only have 17,453 available for grant as of the record date.
The 2012 Plan was adopted on February 12, 2012, and approved by the stockholders at the 2011 Annual Meeting of Stockholders. 157,000 shares of the Company’s Common Stock were initially approved and available for awards under the 2012 Plan. The purpose of the 2012 Plan was to create incentives which are designed to motivate eligible employees, directors, and consultants to put forth maximum effort toward the success and growth of the Company, and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success.
As of December 2, 2019 the number of shares currently available for grant is 17,453. Our Board does not believe that the number of shares available for issuance under the 2012 Plan is sufficient in light of our current strategy for growth. The increase represents approximately 9% of the outstanding total number of shares of the Company’s Common Stock as of December 2, 2019. After giving effect to such increase, the number of shares of Common Stock currently subject to outstanding awards (as per Note 11 of Stock Ownership section), and shares currently available for issuance (17,453) pursuant to future awards will represent approximately 17% of our total outstanding shares of Common Stock.
Summary of the 2012 Plan
The following summary of the provisions of the 2012 Plan is qualified in its entirety by reference to the text of the 2012 Plan.
Options Authorized:
The 2012 Plan permits, as did the 2002 Plan, the Company to grant both incentive stock options (“Incentive Stock Options”) within the meaning of Section 422 of the Code, and other options which do not qualify as Incentive Stock Options (“Non-Qualified Options”).
The aggregate number of shares of Common Stock reserved for issuance under the 2012 Plan is 157,000, which includes 57,000 shares which, as of November 18, 2011, were reserved for issuance upon the exercise of outstanding stock options granted pursuant to the 2002 Plan. To the extent that any of the stock options previously granted under the 2002 Plan expire or terminate for any reason without having been exercised, then stock options exercisable for that same number of shares of Common Stock may be granted under the 2012 Plan. Accordingly, to the extent any of the outstanding options granted under the 2002 Plan are exercised, the number of shares for which options may be granted under the 2012 Plan will be reduced.
Unless earlier terminated by the Board of Directors, the 2012 Plan (but not outstanding options) will terminate on February 10, 2022, after which no further awards may be granted under the 2012 Plan. The 2012 Plan is administered by the full Board of Directors or, at the Board’s discretion, by a committee of the Board (the “Committee”) consisting of at least two persons.
Recipients of options under the 2012 Plan (“optionees”) are to be selected by the Board or the Committee. Unless otherwise provided by the Board or the Committee, options shall be exercisable in three equal, cumulative installments commencing respectively on the first, second, and third anniversary of the date of grant. The purchase price will be based on the fair market value of a share of Common Stock on the date of grant as determined pursuant to Section 422 (c)(7) of the Internal Revenue Code (the “Code”). The Board or the Committee determines the terms of each option grant including (1) the purchase price of shares subject to options, (2) the dates on which options become exercisable; (3) the expiration date of each option (which may not exceed ten years from the date of grant except for an incentive stock option granted to an employee who is also at least a 10% stockholder five years from the date of grant) and (4) any restriction to which the options are subject. The minimum per share purchase price for Incentive Stock Options and options granted to any director of the Company or a subsidiary who is not an employee of the Company or subsidiary (“Director”) is the fair market value or 110% of the fair market value for an Incentive Stock Option granted to an employee who owns at least 10% of the outstanding shares of Common Stock.

Optionees will have no voting, dividend or other rights as stockholders with respect to shares of Common Stock covered by options prior to becoming the holders of record of such shares. The purchase price upon the exercise of options may be paid in cash, by certified bank or cashier’s check or by tendering stock held by the optionee or by cashless exercise through a broker. The total number of shares of Common Stock available under the 2012 Plan, and the number of shares and per share exercise price under outstanding options will be appropriately adjusted in the event of any reorganization, merger or recapitalization of the Company or similar corporate event.
The Board of Directors may at any time terminate the 2012 Plan or from time to time make such modifications or amendments to the 2012 Plan as it may deem advisable and the Board or Committee (other than with respect to options held by a Director) may adjust, reduce, cancel and regrant an unexercised option if the fair market value declines below the exercise price subject to Section 409A of the Code. In no event may the Board, without the approval of stockholders, amend the 2012 Plan to increase the maximum number of shares of Common Stock for which options may be granted under the 2012 Plan or change the class of persons eligible to receive options under the 2012 Plan, or change the manner of determining the option prices, or extend the period during which an option may be granted or exercised.
Subject to limitations set forth in the 2012 Plan, the terms of option agreements will be determined by the Board or Committee, and need not be uniform among optionees.
FEDERAL INCOME TAX CONSEQUENCES
 The following is a brief discussion of the Federal income tax consequences of transactions under the 2012 Plan. This discussion is not intended to be exhaustive and does not describe state or local tax consequences.
Incentive Stock Options:
No taxable income is realized by the optionee upon the grant or exercise of an Incentive Stock Option. If Common Stock is issued to an optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to such optionee, then (1) upon sale of such shares, any amount realized in excess of the option price will be taxed to such optionee as a long-term capital gain and any loss sustained will be a long-term capital loss, and (2) no deduction will be allowed to the optionee’s employer for Federal income tax purposes.
Except as noted below for corporate “insiders,” if the Common Stock acquired upon the exercise of an Incentive Stock Option is disposed of prior to the expiration of the holding period described above, generally (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the option price paid for such shares and (2) the Company will be entitled to deduct such amount for Federal income tax purposes if the amount represents an ordinary and necessary business expense. Any further gain (or loss) realized by the optionee will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by the Company.
Subject to certain exceptions for disability or death, if an Incentive Stock Option is exercised more than three months following termination of employment, the exercise of the option will generally be taxed as the exercise for a Non-Qualified Option.
For purposes of determining whether an optionee is subject to any alternative minimum tax liability, an optionee who exercises an Incentive Stock Option generally would be required to increase his or her alternative minimum taxable income, and compute the tax basis in the stock so acquired, in the same manner as if the optionee had exercised a Non-Qualified Option. Each optionee is potentially subject to the alternative minimum tax. In substance, a taxpayer is required to pay the higher of his/her alternative minimum tax liability or his/her “regular” income tax liability. As a result, a taxpayer has to determine his potential liability under the alternative minimum tax.
Non-Qualified Options:
Except as noted below for corporate “insiders,” with respect to Non-Qualified Options: (1) no income is realized by the optionee at the time the option is granted; (2) generally, at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise, (and the Company is generally entitled to a tax deduction in the same amount), subject to applicable tax withholding requirements; and (3) at sale, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.
Special Rules Applicable To Corporate Insiders:
As a result of the rules under Section 16(b) of the Exchange Act, “insiders” (as defined in the Exchange Act), depending upon the particular exemption from the provisions of Section 16(b) utilized, may not receive the same tax treatment as set forth above with respect to the grant and/or exercise of options. Generally, insiders will not be subject to taxation until the expiration of any period during which they are subject to the liability provisions of Section 16(b) with respect to any particular option. Insiders should check with their own tax advisers to ascertain the appropriate tax treatment for any particular option.
The Board of Directors unanimously recommends that the stockholders vote FOR the proposal to amend the 2012 Stock Option Plan.

PROPOSAL 3

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors, subject to stockholders’ approval, appointed Nussbaum Berg Klein & Wolpow, CPAsMacias Gini and O’Connell LLP (the “Firm”) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. TheDecember 31, 2022 (the six-month transition period beginning July 1, 2022 and ending December 31, 2022).

On November 28, 2022, the Company was advised by Nussbaum Berg Klein & Wolpow, CPAs LLP (the “Former Auditor”) that it had resigned as the Company’s independent registered public accounting firm due to the Former Auditor combining with the Firm and the members of the Former Auditor have joined the Firm as employees or partners of the Firm. Prior to November 28, 2022, the Former Auditor has audited the consolidated financial statements of the Company since 1991. A representative of the Firm is expected to be present at the Annual Meeting, and will have an opportunity to make a statement to the stockholders and will be available to respond to appropriate questions. The ratification of the appointment will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will be included in determining the number of shares of Common Stock present or represented and entitled to vote for purposes of approval and will have the effect of votes “against” the proposal. Broker “non-votes” will not be counted in determining the number of shares of Common Stock present or represented and entitled to vote to approve the proposal and will therefore not have the effect of votes either “for” or “against”.

Stockholder ratification of the appointment is not required by the Company’s Certificate of Incorporation or By-laws or otherwise. If the stockholders fail to ratify the appointment, the Board of Directors will reconsider whether to retain that firm.the Firm. Even if the appointment is ratified, the Board of Directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee, currently the entire Board of Directors, determines that such a change would be in the best interest of the Company and its stockholders.

                The following is a description

During the years ended June 30, 2022 and 2021 and the subsequent interim periods through the Resignation Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.

During the years ended June 30, 2022 and 2021 and the subsequent interim periods through the Resignation Date, the reports of the fees incurred byFormer Auditor on the CompanyCompany’s financial statements for services by the Firm during fiscal 2019years ended June 30, 2022 and fiscal 2018.

2021 did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The Company incurred for the services of the FirmFormer Auditor fees of approximately $73,000$117,200 and $70,000$110,300 for fiscal 20192022 and fiscal 2018,2021, respectively, in connection with the audit of the Company’s annual consolidated financial statements and quarterly reviews; $5,000 for additional audit related fees for fiscal 2021, $22,500 and $7,500 and $6,000$12,850 for the preparation of the Company’s corporate tax returns for fiscal 20192022 and fiscal 2018, respectively.

2021, respectively, and $2,750 in fiscal 2021 for other services related to tax services.

In approving the engagement of the independent registered public accounting firm to perform the audit and non-audit services, the Board of Directors as the Company’s audit committeeAudit Committee evaluates the scope and cost of each of the services to be performed including a determination that the performance of the non-audit services will not affect the independence of the firm in the performance of the audit services.

The Board of Directors unanimously recommends that the stockholders vote FOR the ratification of the appointment of Nussbaum Berg Klein & Wolpow, CPA’sMacias Gini and O’Connell LLPas the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2020December 31, 2022.

PROPOSAL 3

OTHER MATTERS

The Board of Directors are not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Annual Meeting; however, if any other matters properly come before the Annual Meeting, the persons named as proxies intend to vote the shares of Common Stock they represent in accordance with their judgment on such matters.


12

ADDITIONAL INFORMATION

The Company's Annual Report to Stockholders for the fiscal year ended June 30, 2019,2022, includes its Annual Report on Form 10-K for the year which was filed with the U.S. Securities and Exchange Commission on October 4, 2019.September 28, 2022. The Annual Report to Stockholders on Form 10-K is not part of this proxy material, but is being mailed to stockholders with this proxy solicitation. Certain information included herein is incorporated in the Annual Report to Stockholders on Form 10-K by reference.

STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company intended to be presented at the Company’s Annual Meeting of Stockholders following the year ending June 30, 2020December 31, 2022 must be received by the Secretary of the Company for inclusion in the appropriate proxy materials no later than, August 6, 2020.

May 31, 2023.

EXPENSES AND SOLICITATION

The entire cost of soliciting proxies will be borne by the Company. In addition to the use of the mails,mail, proxies may be solicited by officers, directors and regular employees of the Company personally or by telephone. No additional compensation will be paid to such persons for any additional solicitations. The Company will also request securities brokers, custodians, nominees and fiduciaries who hold shares of Common Stock of record to forward solicitation material to the beneficial owners of such shares, and will reimburse them for their reasonable out-of-pocket expenses in forwarding such soliciting materials.

Bohemia, New York

By Order of your Board of Directors,

December 2, 2022

Robert P. Nichols

Secretary

 
13

 

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet-QUICK ☐☐☐ EASY

IMMEDIATE-24 Hours a Day, 7 Days a Week or by Mail

SCIENTIFIC INDUSTRIES, INC.

Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on January 26, 2023.

INTERNET –

www.cstproxyvote.com

Use the Internet to vote your proxy.

Have your proxy card available when you access the above website. Follow the prompts to vote your shares.

MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.

☐ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ☐

PROXY

Please mark your votes like this

☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, AND 2.

1. Election of Class B Directors

FOR all Nominees

listed to the left

WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees

1. MARCUS FRAMPTON

2. JOHN MOORE

☐

☐

(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)

2. Ratification of independent registered public accounting firm.

FOR

AGAINST

ABSTAIN 

☐

☐

☐

CONTROL NUMBER

SignatureSignature, if held jointlyDate2022/23.

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

 
14
/s/ Robert. P. Nichols

 Robert P. Nichols
Secretary
Bohemia, New York
December 6, 2019

SCIENTIFIC INDUSTRIES, INC.

Important Notice Regarding the Internet Availability of

Proxy Materials for the Annual Meeting of Shareholders

The 2022 Proxy Statement and the

2022 Annual Report to Shareholders are available at:

https://www.cstproxy.com/scientificindustries/2023

☐ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ☐

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

January 29, 2020

THIS PROXY IS SOLICITED BYON BEHALF OF THE BOARD OF DIRECTORS

SCIENTIFIC INDUSTRIES, INC.

The undersigned hereby appoints Joseph G. Cremonese and Helena R. Santos, and each of them, as proxies, each with fullthe power to appoint his or her substitute, and authorizes each of substitution,them to represent and to vote, as a holderdesignated on the reverse hereof, all of the shares of common stock par value $0.05 per share (“Common Stock”), of Scientific Industries, Inc., a Delaware corporation (the “Company”), all the shares held of Common Stock whichrecord by the undersigned is entitled to vote, throughat the executionclose of a proxy with respect tobusiness on December 2, 2022 at the 2019 Annual Meeting of Stockholders of the Company (the “Annual Meeting”),Scientific Industries, Inc. to be held on January 27, 2023 virtually, or at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, on Wednesday, January 29, 2020 at 11:00 a.m. New York time, and any and all adjournments or postponements thereof, and authorizes and instructs said proxies to vote in the manner directed below.

1. Election of Class B Directors:MARCUS FRAMPTONJOHN A. MOORE
FOR both nominees ☐
WITHHOLD for both nominees ☐
If you wish your shares voted AGAINST one of the nominees, draw a line through that person's name above.
2. Approve the amendment to the 2012 Stock Option Plan of the Company.
FOR ☐
AGAINST ☐
ABSTAIN ☐
3. Ratify the appointment of Nussbaum Berg Klein & Wolpow, CPA’s LLP, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020.
FOR ☐
AGAINST ☐
ABSTAIN ☐
4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before such meeting or adjournment or postponement thereof.
The Board of Directors recommends the vote FOR the election of the named nominees for Class B Directors and proposals 2 and 3.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE VOTE, SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.

THIS PROXY WHEN PROPERLY EXECUTED AND RETURNEDWILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY CARDS WILL BE VOTED IN FAVOR OF ELECTING THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTIONSTWO NOMINEES TO THE CONTRARY ARE MADE,BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY WILL BE VOTED FOR THE ELECTIONIS SOLICITED ON BEHALF OF THE NAMED NOMINEES, TO APPROVE PROPOSAL NO. 2, AND TO APPROVE PRROPOSAL NO. 3.

You may revoke this proxy at any time before it is voted by (i) filing a revocation withBOARD OF DIRECTORS.

(Continued and to be marked, dated and signed, on the Secretary of the Company, (ii) submitting a duly executed proxy bearing a later date or time than the date or time of the proxy being revoked; or (iii) attending the Annual Meeting and voting in person. A stockholder’s attendance at the Annual Meeting will not by itself revoke a proxy given by the stockholder. (Please sign exactly as the name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign with full corporate name by the president or other authorized

officer. If a partnership, please sign in the partnership name by an authorized person.)
side)

Dated: 
Signature
Signature, if held by joint owners15
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

 17

 Exhibit A
AMENDMENT NO. 1
TO
SCIENTIFIC INDUSTRIES, INC.
2012 STOCK OPTION PLAN
(Effective as of February 28, 2020)
The Scientific Industries, Inc. 2012 Stock Option Plan (as may be amended from time to time, the “Plan”) is hereby amended as follows:
1.           Section 2 of the Plan is hereby amended and restated in its entirety to read as follows:
“2.           Shares Subject to Plan. Options may be granted to purchase up to Two Hundred Fifty Thousand (250,000) shares of the common stock, par value $0.05 per share (the “Common Stock”), of the Company. In addition, to the extent that options previously granted under the 2002 Stock Option Plan of the Company (the “Prior Plan”) expire or terminate for any reason without having been exercised, then options exercisable for that same number of shares of Common Stock, up to a maximum of Fifty-Seven Thousand (57,000) shares, may be granted pursuant to the Plan. For the purpose of this Section 2, the number of shares purchased upon the exercise of an Option shall be determined without giving effect to the use by a Participant of the right set forth in Section 7(C) hereof to deliver shares of the Common Stock in payment of all or a portion of the option price or the use by a Participant of the right set forth in Section 11(C) hereof to cause the Company to withhold from the shares of the Common Stock otherwise deliverable to him or her upon the exercise of an Option shares of the Common Stock in payment of all or a portion of his or her withholding obligation arising from such exercise. If any Options expire or terminate for any reason without having been exercised in full, new Options may thereafter be granted to purchase the unpurchased shares subject to such expired or terminated Options. Subject to the provisions of Section 10, the maximum number of shares of Common Stock which may be issued in accordance with the provisions of this Section 2 shall be Three Hundred Seven Thousand (307,000) shares.”
2.           All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Plan. Except as expressly amended hereby, the terms and conditions of the Plan shall remain in full force and effect. This amendment shall be governed by the laws of the State of New York without giving effect to the conflicts of law principles thereof. This amendment shall be effective as of the date first set forth above.
[END OF DOCUMENT]