Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. )
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
____________________________________________
Scientific Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
808757108
(CUSIP Number)
December 13, 2023
(Date of Event Which Requires Filing of this Statement)
____________________________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
CUSIP No. 808757108
|
1
|
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NAME OF REPORTING PERSONS
North Run Capital, LP
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||||||||||||||||
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
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||||||||||||||
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6
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SHARED VOTING POWER
1,495,000**
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|||||||||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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8
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SHARED DISPOSITIVE POWER
1,495,000**
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|||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
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||||||||||||||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
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||||||||||||||||
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12
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TYPE OF REPORTING PERSON*
PN
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||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 808757108
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1
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NAME OF REPORTING PERSONS
North Run Advisors, LLC
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
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6
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SHARED VOTING POWER
1,495,000**
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|||||||||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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8
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SHARED DISPOSITIVE POWER
1,495,000**
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|||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,495,000**
|
||||||||||||||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
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||||||||||||||||
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12
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TYPE OF REPORTING PERSON*
OO
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||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 808757108
|
1
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NAME OF REPORTING PERSONS
Todd B. Hammer
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
|
6
|
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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
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%**
|
||||||||||||||||
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12
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TYPE OF REPORTING PERSON*
IN
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||||||||||||||||
|
*
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SEE INSTRUCTIONS BEFORE FILLING OUT
|
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**
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SEE ITEM 4.
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CUSIP No. 808757108
|
1
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NAME OF REPORTING PERSONS
Thomas B. Ellis
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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||||||||||||||||
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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
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%**
|
||||||||||||||||
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12
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TYPE OF REPORTING PERSON*
IN
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||||||||||||||||
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
|
|
**
|
SEE ITEM 4.
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SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), North Run Advisors, LLC, a
Delaware limited liability company (“North Run”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner of the
Investment Manager. The Investment Manager is the investment manager of certain private pooled investment vehicles (collectively, the “Funds”). This Schedule 13G relates to shares of Common Stock, par value $0.05 per share (the “Common Stock”), of
Scientific Industries, Inc., a Delaware corporation (the “Issuer”), held by the Funds.
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Item 1(a)
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Name of Issuer.
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Scientific Industries, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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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)
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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.
|
| Common Stock, par value $0.05 par share. |
|
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Item 2(e)
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CUSIP Number.
|
| 808757108 |
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Item 3
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Reporting Person.
|
| Inapplicable |
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Item 4
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Ownership.
|
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(a)
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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.
|
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(b)
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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.
|
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(c)
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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.
|
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Item 5
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Ownership of Five Percent or Less of a Class.
|
| Inapplicable. |
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
|
| Inapplicable. |
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
| Inapplicable. |
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Item 8
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Identification and Classification of Members of the Group.
|
| Inapplicable. |
|
Item 9
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Notice of Dissolution of Group.
|
| Inapplicable. |
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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
|
Exhibit 24-1
Power of Attorney of Thomas B. Ellis, dated February 15, 2018.
Exhibit 24-2
Power of Attorney of Todd B. Hammer, dated February 15, 2018.
Exhibit 99-1
Joint Filing Agreement, dated February 14, 2024, between North Run, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2024
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NORTH RUN CAPITAL, LP
|
||||||||
| By: |
North Run Advisors, LLC |
|||||||
| its general partner |
||||||||
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By:
|
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/s/ Thomas B. Ellis*
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||||||
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Name: Thomas B. Ellis
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|||||||
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Title: Member
|
|||||||
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and
|
||||||||
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By:
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/s/ Todd B. Hammer*
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||||||
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Name: Todd B. Hammer
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|||||||
|
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Title: Member
|
|||||||
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NORTH RUN ADVISORS, LLC
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||
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By:
|
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/s/ Thomas B. Ellis*
|
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Name: Thomas B. Ellis
|
|
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Title: Member
|
|
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and
|
||
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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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/s/ Thomas B. Ellis*
|
||
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Thomas B. Ellis
|
||
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/s/ Todd B. Hammer*
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||
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Todd B. Hammer
|
||
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* By
|
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/s/ MICHAEL FISHER
|
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Michael Fisher, Attorney-in-Fact Pursuant to Powers of Attorney filed as exhibits hereto
|
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EXHIBIT 24-1
POWER OF ATTORNEY
I hereby constitute and appoint Michael Fisher, as my true and lawful attorney-in-fact to:
|
(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;
|
|
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(2)
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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
|
|
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(3)
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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.
|
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial
ownership on Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 15th day of February 2018.
/s/ THOMAS B. ELLIS
Signature
Thomas B. Ellis
Name (printed)
EXHIBIT 24-2
POWER OF ATTORNEY
I hereby constitute and appoint Michael Fisher, as my true and lawful attorney-in-fact to:
|
(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;
|
|
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(2)
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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
|
|
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(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.
|
I hereby grant to such attorney-in-fact full power and authority to do and perform any and every act requisite, necessary, or proper to
be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect until the persons identified in clause (1) above are no longer required to file statements of beneficial
ownership on Schedule 13G, unless I earlier revoke it in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 15th day of February 2018.
/s/ TODD B. HAMMER
Signature
Todd B. Hammer
Name (printed)
EXHIBIT 99-1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them
of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.05 per share, of Scientific Industries, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit
to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and
for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or
has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2024.
Date: February 14, 2024
|
NORTH RUN CAPITAL, LP
|
||||||||
| By: |
North Run Advisors, LLC |
|||||||
| its general partner |
||||||||
|
By:
|
|
/s/ Thomas B. Ellis*
|
||||||
|
|
Name: Thomas B. Ellis
|
|||||||
|
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Title: Member
|
|||||||
|
and
|
||||||||
|
By:
|
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/s/ Todd B. Hammer*
|
||||||
|
|
Name: Todd B. Hammer
|
|||||||
|
|
Title: Member
|
|||||||
|
NORTH RUN ADVISORS, LLC
|
||
|
By:
|
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/s/ Thomas B. Ellis*
|
|
|
Name: Thomas B. Ellis
|
|
|
|
Title: Member
|
|
|
and
|
||
|
By:
|
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/s/ Todd B. Hammer*
|
|
|
Name: Todd B. Hammer
|
|
|
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Title: Member
|
|
|
/s/ Thomas B. Ellis*
|
||
|
Thomas B. Ellis
|
||
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/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
|
|