SCIENTIFIC INDUSTRIES INC : Non-Reliance on Previous Financials, Audits or Interim Review (form 8-K)
April 17, 2023 at 04:52 pm EDT
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2023, the management of Scientific Industries, Inc. (the
"Company"), together with the Audit Committee of the Company's Board of
Directors (the "Audit Committee") reached a determination that the Company's
consolidated audited financial statements as of and for the fiscal year ended
June 30, 2022 included in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC") and the Company's
consolidated unaudited financial statement as of and for the quarter period
ended September 30, 2022 included in the Company's Quarterly Reports on Form
10-Q filed with the SEC, collectively the "Non-Reliance Periods", should no
longer be relied upon because of material misstatements contained in those
consolidated financial statements. The Company's management and the Audit
Committee discussed the matters with Macias Gini & O'Connell LLP ("MGO"), the
Company's independent registered public accounting firm, and determined to
restate its consolidated audited financial statements for the Non-Reliance
Periods. During the preparation of its audited financial statements for the
six-month transition period ended July 1, 2022 to December 31, 2022, the Company
identified an error in the assessment of a full valuation allowance against the
consolidated net deferred tax asset and in addition the Company identified an
error in the analysis in the annual goodwill impairment testing of the Company's
Bioprocessing segment. Upon further analysis of the error, the Company has
determined that it should have allocated a full valuation allowance to the
consolidated net deferred tax asset and a goodwill impairment charge to the
Bioprocessing Systems reporting unit in the fiscal year ended June 30, 2022. In
connection with these restatements, the Company also identified material
weaknesses in internal controls related to the recording of impairment to the
Company's goodwill intangible assets and income tax provision and related
valuation allowance against the net, deferred tax assets.
The Company will include restated financial information for the affected periods
in a footnote to the financial statements included in the Company's Annual
Report on Form 10-KT for the six-month transition period ended July 1, 2022 to
December 31, 2022, as well as in future Quarterly Reports or Form 10-Q. The
Company has not filed and does not intend to file an amendment to the Company's
previously filed Quarterly Reports on Form 10-Q for the affected periods.
Scientific Industries, Inc. designs, manufactures, and markets standard benchtop laboratory equipment and bioprocessing systems and products (Bioprocessing Systems). The Company operates through two segments: the manufacture and marketing of standard Benchtop Laboratory Equipment, which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online, and weight and measurement products, including pill counters and digital scales, and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and software analytics, sold primarily on a direct basis through the Companyâs internal sales force. Its Benchtop Laboratory Equipment products consist of mixers and shakers, rotators/rockers, refrigerated and shaking incubators, and magnetic stirrers sold through the Genie division.
SCIENTIFIC INDUSTRIES, INC. 
