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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Scientific Industries Inc (QB) | USOTC:SCND | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.4716 | -21.23% | 1.75 | 1.70 | 2.28 | 1.80 | 1.45 | 1.75 | 700 | 21:00:30 |
1
|
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NAME OF REPORTING PERSONS
North Run Capital, LP
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
|
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SEC USE ONLY
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,495,000**
|
|||||||||||||||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,495,000**
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
|
||||||||||||||||
10
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|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
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11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
|
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12
|
|
TYPE OF REPORTING PERSON*
PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
**
|
SEE ITEM 4.
|
1
|
|
NAME OF REPORTING PERSONS
North Run Advisors, LLC
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,495,000**
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,495,000**
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
|
||||||||||||||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON*
OO
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
**
|
SEE ITEM 4.
|
1
|
|
NAME OF REPORTING PERSONS
Todd B. Hammer
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,495,000**
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,495,000**
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
|
||||||||||||||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON*
IN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
**
|
SEE ITEM 4.
|
1
|
|
NAME OF REPORTING PERSONS
Thomas B. Ellis
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,495,000**
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,495,000**
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
|
||||||||||||||||
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON*
IN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
**
|
SEE ITEM 4.
|
Item 1(a)
|
Name of Issuer.
|
Scientific Industries, Inc.
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Item 1(b)
|
Address of Issuer’s Principal Executive Offices.
|
80 Orville Drive, Suite 102
|
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Bohemia, New York 11716
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Item 2(a) |
Name of Person Filing. |
(1) |
North Run Capital, LP |
(2) |
North Run Advisors, LLC |
(3) |
Todd B. Hammer |
(4) |
Thomas B. Ellis |
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
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For all Filers:
867 Bolyston St.
5th Floor #1361
Boston, MA 02116
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Item 2(c)
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Citizenship or Place of Organization.
|
(1) |
North Run Capital, LP is a Delaware limited partnership. |
(2) |
North Run Advisors, LLC is a Delaware limited liability company. |
(3) |
Todd B. Hammer is a U.S. citizen. |
(4) |
Thomas B. Ellis is a U.S. citizen. |
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.05 par share. |
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Item 2(e)
|
CUSIP Number.
|
808757108 |
Item 3
|
Reporting Person.
|
Inapplicable |
Item 4
|
Ownership.
|
(a)
|
The Investment Manager, North Run, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 1,495,000 shares of Common Stock. This amount consists of (i) 575,000 shares
of Common Stock and (ii) warrants exercisable to purchase 920,000 shares of Common Stock.
|
(b)
|
The Investment Manager, North Run, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 13.1% of the outstanding shares of Common Stock. This percentage was
determined by dividing 1,495,000 by the sum of (i) 7,003,599, which is the number of shares of Common Stock outstanding as of November 13, 2023, according to the Issuer’s Form 10-Q filed on November 14, 2023 with the Securities and Exchange
Commission (“SEC”), (ii) 2,638,076, the number of shares of Common Stock issued on December 13, 2023, according to the Issuer’s Form 8-K filed on December 15, 2023 with the SEC, (iii) 432,935, the number of shares of Common Stock issued on
December 19, 2023, according to the Issuer’s Form 8-K filed on December 22, 2023 with the SEC, (iv) 70,601, the number of shares of Common Stock issued on December 20, 2023, according to the Issuer’s Form 8-K filed on December 22, 2023 with
the SEC, (v) 358,388, the number of shares of Common Stock issued on January 17, 2024, according to the Issuer’s Form 8-K filed on January 22, 2024 with the SEC, and (vi) 920,000, the number of warrants exercisable to purchase shares of
Common Stock held by the Funds.
|
(c)
|
The Investment Manager, North Run, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 1,495,000 shares of Common Stock beneficially owned.
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
Inapplicable. |
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Inapplicable. |
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
Inapplicable. |
Item 8
|
Identification and Classification of Members of the Group.
|
Inapplicable. |
Item 9
|
Notice of Dissolution of Group.
|
Inapplicable. |
Item 10
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Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Exhibits
|
NORTH RUN CAPITAL, LP
|
||||||||
By: |
North Run Advisors, LLC |
|||||||
its general partner |
||||||||
By:
|
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/s/ Thomas B. Ellis*
|
||||||
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Name: Thomas B. Ellis
|
|||||||
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Title: Member
|
|||||||
and
|
||||||||
By:
|
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/s/ Todd B. Hammer*
|
||||||
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Name: Todd B. Hammer
|
|||||||
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Title: Member
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NORTH RUN ADVISORS, LLC
|
||
By:
|
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/s/ Thomas B. Ellis*
|
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Name: Thomas B. Ellis
|
|
|
Title: Member
|
|
and
|
||
By:
|
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/s/ Todd B. Hammer*
|
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Name: Todd B. Hammer
|
|
|
Title: Member
|
|
/s/ Thomas B. Ellis*
|
||
Thomas B. Ellis
|
||
/s/ Todd B. Hammer*
|
||
Todd B. Hammer
|
||
* By
|
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/s/ MICHAEL FISHER
|
|
Michael Fisher, Attorney-in-Fact Pursuant to Powers of Attorney filed as exhibits hereto
|
(1)
|
execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be
filed with the Securities and Exchange Commission on Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me,
individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
|
|
(2)
|
do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13G, and any
amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and
|
|
(3)
|
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best
interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
|
(1)
|
execute for and on my behalf, in my capacity as a member of North Run Advisors, LLC and in my individual capacity, statements of beneficial ownership required to be
filed with the Securities and Exchange Commission on Schedule 13G, together with any amendments thereto and all joint filing agreements filed therewith, by North Run Capital, LP, North Run GP, LP, North Run Advisors, LLC, and me,
individually, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder;
|
|
(2)
|
do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute and timely file any such Schedule 13G, and any
amendments thereto and other forms or agreements associated therewith, with the Securities and Exchange Commission and any stock exchange or similar authority; and
|
|
(3)
|
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best
interest, or that I am legally required to do, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
|
NORTH RUN CAPITAL, LP
|
||||||||
By: |
North Run Advisors, LLC |
|||||||
its general partner |
||||||||
By:
|
|
/s/ Thomas B. Ellis*
|
||||||
|
Name: Thomas B. Ellis
|
|||||||
|
Title: Member
|
|||||||
and
|
||||||||
By:
|
|
/s/ Todd B. Hammer*
|
||||||
|
Name: Todd B. Hammer
|
|||||||
|
Title: Member
|
NORTH RUN ADVISORS, LLC
|
||
By:
|
|
/s/ Thomas B. Ellis*
|
|
Name: Thomas B. Ellis
|
|
|
Title: Member
|
|
and
|
||
By:
|
|
/s/ Todd B. Hammer*
|
|
Name: Todd B. Hammer
|
|
|
Title: Member
|
|
/s/ Thomas B. Ellis*
|
||
Thomas B. Ellis
|
||
/s/ Todd B. Hammer*
|
||
Todd B. Hammer
|
||
* By
|
|
/s/ MICHAEL FISHER
|
|
Michael Fisher, Attorney-in-Fact Pursuant to Powers of Attorney filed as exhibits hereto
|
1 Year Scientific Industries (QB) Chart |
1 Month Scientific Industries (QB) Chart |
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