Sec Form 4 Filing - Bleichroeder LP @ SCIENTIFIC INDUSTRIES INC - 2023-12-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bleichroeder LP
2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC INDUSTRIES INC [ SCND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 47TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2023
(Street)
NEW YORK, NY10105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/13/2023 P 600,000 A $ 2 ( 1 ) 1,203,351 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock $ 9.5 12/13/2023 J( 3 ) 278,947 06/18/2021 06/18/2026 Common Stock 278,947 ( 3 ) 0 I See footnote ( 2 )
Warrants to Purchase Common Stock $ 2.5 12/13/2023 J( 3 ) 278,947 12/13/2023 12/13/2028 Common Stock 278,947 ( 3 ) 278,947 I See footnote ( 2 )
Warrants to Purchase Common Stock $ 5.5 12/13/2023 J( 3 ) 22,728 03/02/2022 03/02/2027 Common Stock 22,728 ( 3 ) 0 I See footnote ( 2 )
Warrants to Purchase Common Stock $ 2.5 12/13/2023 J( 3 ) 22,728 12/13/2023 12/13/2028 Common Stock 22,728 ( 3 ) 22,728 I See footnote ( 2 )
Warrants to Purchase Common Stock $ 2.5 12/13/2023 P( 1 ) 960,000 12/13/2023 12/13/2028 Common Stock 960,000 ( 1 ) 960,000 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bleichroeder LP
1345 AVENUE OF THE AMERICAS
47TH FLOOR
NEW YORK, NY10105
X
Signatures
Michael M. Kellen, Chairman and CO-CEO of Bleichroeder LP 12/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 13, 2023, 21 April Fund, Ltd., 21 April Fund, LP and Scientific Industries Inc. (the "Issuer") entered into an agreement (the "Securities Purchase Agreement") under which 21 April Fund, Ltd. and 21 April Fund, LP purchased from the Issuer, for an aggregate purchase price of $1,200,000, 600,000 shares of Common Stock and warrants to acquire 960,000 shares of Common Stock at an exercise price of $2.50 per share.
( 2 )This form is filed by Bleichroeder LP. Bleichroeder LP serves as registered investment adviser to 21 April Fund, Ltd., 21 April Fund, LP and other managed accounts. Bleichroeder LP disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Bleichroeder LP is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.
( 3 )On December 13, 2023, the Issuer amended the terms of (x) the 278,947 warrants with an exercise price of $9.50 per share and (y) the 22,728 warrants with an exercise price of $5.50 per share to, among other things, (i) reduce the exercise price to $2.50 and (ii) extend their exercise period to the fifth anniversary of the amendment of the warrants.

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