SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 14, 2011
SCIENTIFIC INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 000-6658 04-2217279
_______________ ____________ __________________
(State or other (Commission (IRS Employer No.)
jurisdiction of File Number)
incorporation)
70 Orville Drive
Bohemia, New York 11716
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(Address of principal executive offices)
(631) 567-4700
______________________________________________________
Registrant's telephone number, including area code
Not Applicable
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 1.01
See Item 2.01 for information as to an Asset Purchase Agreement and a
Research and Development Agreement, both dated November 14, 2011.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
On November 14, 2011, Scientific Bioprocessing, Inc. ("SBI") a recently
organized wholly-owned subsidiary of the Company, acquired substantially
all of the assets of Fluorometrix Corporation, (the "Assignor") related
to the design, development and production of bioprocessing methods,
systems and products . The acquired assets consist primarily of a
license under certain patents held by the University of Maryland
Baltimore County ("UMBC") and sublicenses thereunder granted by
Assignor to others including the Company, and know-how. The Company's
sublicense is limited to research, design, development and production
of incubator systems for vessels, including bags, of 250 milliliter
to five liter volumes.
Pursuant to the Asset Purchase Agreement (the "APA") between Assignor
and SBI and the Company the consideration paid and payable by the
Company consists of $260,000 in cash, of which $100,000 is being
held in escrow to secure the Assignor's representations and warranties,
135,135 shares of the Company's Common Stock valued at $400,000 based
on the average of the per share closing bid and asked prices of the
Common Stock on the Over-the-Counter Market Bulletin Board for the
three business days immediately prior to the closing, a $230,000,
3.25% promissory note of the Company payable to UMBC in 36 equal
monthly installments of $6,714.05 each, and the obligation to pay
Assignor 30% of the net fees, mainly royalties, received by SBI under
the acquired license and sublicenses.
Pursuant to the APA, SBI entered into a Research and Development
Agreement (the "R&D Agreement") for Assignor to provide research
and development services with respect to bioprocessing projects
designated by SBI quarterly along with scheduled completion dates
subject to the consent of Assignor which may not be unreasonably
withheld. The R&D Agreement is for a term expiring November 14, 2013,
with SBI having three renewal options of one year each. SBI is to
pay the developer a monthly fee of $14,000 subject to a cash penalty
or right to terminate in the event of uncured failures to meet
development targets.
The Assignor and its affiliates, including Dr. Joseph Qualitz, its
President, have agreed to non-competition covenants pursuant to the
APA and the R&D Agreements.
SBI intends to conduct the related operations at the facility of the
Company's subsidiary Altamira Instruments, Inc., in Pittsburgh,
Pennsylvania.
As a result of the stock issuance, the Company's outstanding shares
of Common Stock increased to 1,331,712 as of November 14, 2011.
Assignor's revenues, derived principally from fees paid by its
sublicensees under the patent, for its fiscal years ended September
30, 2011 and September 30, 2010 amounted to $230,000 and $176,000
respectively, of which the Company under its sublicense did
not pay any amounts for both periods.
No assurance can be given that the related patent will be successfully
maintained, or that it will provide meaningful protection with respect
to the related business and development or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Fluorometrix Corporation was unable to provide audited historical
financial statements for its fiscal years ended September 30, 2010 and
September 30, 2011 to the Company or the information which would enable
the Company without material expense to have them prepared.
(b) Pro Forma Financial Information
The Company intends to file pro forma financial information under
cover of Form 8-K/A no later than 71 calendar days after the date this
Report was required to be filed.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Copy of Asset Purchase Agreement dated as of November 14, 2011
among the Company, Scientific Bioprocessing Inc. and
Fluorometrix Corporation.*
10(a) Copy of Escrow Agreement
10(b) Copy of Research and Development Agreement, dated November
14, 2011 between Scientific Bioprocessing Inc. and Fluorometrix
Corporation
10(c) Copy of $230,000 Promissory Note payable to University of
Maryland Baltimore County
10(d) Copy of Non-Competition Agreement with Dr. Joseph Qualitz
10(e) Copy of License Agreement between University of Maryland
Baltimore County and Fluorometrix Corporation to be filed by
amendment.
10(f) Copy of Sublicense between Fluorometrix Corporation and the
Company (filed on June 14, 2006 as Exhibit 10(a)(1) to the Company's
Report on Form 8-K, and incorporated herein by reference thereto)
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*Disclosure Schedules to this Exhibit have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplemental copies of any of the omitted Disclosure Schedules to
the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SCIENTIFIC INDUSTRIES, INC.
(Registrant)
Date: November 17, 2011
By: /s/ Helena R. Santos
________________________
Helena R. Santos,
President and Chief Executive
Officer