TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo March 29, 2024 Helena Santos President and Chief Executive Officer Scientific Industries, Inc. 80 Orville Drive Suite 102 Bohemia, New York 11716 Re: Scientific Industries, Inc. Registration Statement on Form S-1 Filed March 15, 2024 File No. 333-278009 Dear Helena Santos: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 filed March 15, 2024 Selling Stockholders, page 14 1. Given the nature of your offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates, and that some of the selling stockholders may be affiliates of the registrant, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Helena Santos FirstName LastNameHelena Santos Scientific Industries, Inc. Comapany March NameScientific Industries, Inc. 29, 2024 March2 29, 2024 Page 2 Page FirstName LastName We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: John F.F. Watkins