CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy and consent solicitation statement/prospectus contains or may contain forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “can,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “is confident that” and “seeks” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the transactions between Misonix and Solsys, including New Misonix’s future financial and operating results, plans, objectives, expectations and intentions, the expected timing of completion of the transactions and other statements that are not historical facts.

These forward-looking statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section titled “Risk Factors” beginning on page [●] of this joint proxy and consent solicitation statement/prospectus. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, our actual results could be materially different from the results described or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than anticipated. Given these uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. The foregoing cautionary statements apply to all of our forward-looking statements contained in this document.

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PARTIES TO THE TRANSACTIONS

Misonix, Inc .

Misonix is a New York corporation based in Farmingdale, New York. Misonix designs, manufactures and markets minimally invasive therapeutic ultrasonic medical devices. Misonix’s products enhance commercial outcomes and provide value to customers and patients. Misonix current products include:

These devices primarily serve the following commercial specialties: neurosurgery, orthopedic surgery, plastic surgery, wound care and maxillo-facial surgery. In the United States, Misonix products are marketed primarily through a hybrid sales approach. This includes direct sales representatives, managed by regional sales managers, along with independent distributors. Outside the United States, Misonix sells its products to specialty distributors who purchase products from Misonix to resell to their commercial customer bases. Misonix sells to all major markets in the Americas, Europe, Middle East, Asia Pacific and Africa.

Misonix common stock is traded on the Nasdaq under the trading symbol “MSON.” Misonix’s principal executive office is located at 1938 New Highway, Farmingdale, New York, 11735 and its telephone number is: (631) 694-9555.

Additional information about Misonix and its subsidiaries is included in the documents incorporated by reference into this joint proxy and consent solicitation statement/prospectus. See “Where You Can Find More Information” beginning on page [●].

Solsys Medical, LLC

Solsys is a Delaware limited liability company that was formed in 1999. Solsys is a privately held advanced wound care company focused on the skin substitute sub-market of the advanced wound care market. Solsys is the exclusive marketer and distributor of TheraSkin® in the U.S., through an agreement with LifeNet. Solsys owns the TheraSkin® brand name, which was commercially launched in January 2010. TheraSkin is a biologically active human skin allograft which has all of the relevant characteristics of human skin, including living cells, growth factors, and a collagen matrix, needed to heal wounds. TheraSkin jumpstarts the healing of stalled chronic wounds and is an alternative to human autograft, which is considered to be the gold standard for permanent wound closure. TheraSkin is derived from human skin tissue from consenting and highly screened donors and is manufactured by LifeNet.

Solsys’ principal executive office is located at 11830 Canon Boulevard, Suite A, Newport News, VA 23606 and its telephone number is: (877) 222-2681. All questions and inquiries should be directed to the attention of Allan Staley, CEO.

Additional information about Solsys is included elsewhere in this joint proxy and consent solicitation statement/prospectus. See “ Business of Solsys ” beginning on page [●], “ Management’s Discussion and Analysis of Financial Condition and Results of Operation of Solsys ” beginning on page [●], and the historical financial statements of Solsys and the related notes thereto beginning on page [●].

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New Misonix, Inc.

New Misonix is a Delaware corporation and prior to the completion of the transactions is a direct, wholly owned subsidiary of Misonix. New Misonix was formed solely to effect the combination of Misonix and Solsys by merging Merger Sub One, its direct, wholly owned subsidiary, with and into Misonix, and merging Merger Sub Two, its direct, wholly owned subsidiary, with and into Solsys, in each case, as provided for in the merger agreement. New Misonix has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Following the completion of the transactions, New Misonix will be the parent company of Misonix and Solsys and will be named “Misonix, Inc.” The New Misonix common stock will be listed for trading on the Nasdaq under the symbol “MSON.”

New Misonix’s office is located at 1938 New Highway, Farmingdale, New York 11735 and its telephone number is: (631) 694-9555. All questions and inquiries should be directed to the attention of the Corporate Secretary, Joseph Dwyer.

Motor Reincorp. Sub One, Inc .

Merger Sub One is a New York corporation and a direct, wholly owned subsidiary of New Misonix. Merger Sub One was formed solely for the purpose of consummating the merger of Merger Sub One with and into Misonix, as provided for in the merger agreement. Merger Sub One has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Merger Sub One’s office is located at 1938 New Highway, Farmingdale, New York 11735 and its telephone number is: (631) 694-9555. All questions and inquiries should be directed to the attention of the Corporate Secretary, Joseph Dwyer.

Surge Sub Two, LLC

Merger Sub Two is a Delaware limited liability company and a direct, wholly owned subsidiary of New Misonix. Merger Sub Two was formed solely for the purpose of consummating the merger of Merger Sub Two with and into Solsys, as provided for in the merger agreement. Merger Sub Two has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Merger Sub Two’s office is located at 1938 New Highway, Farmingdale, New York 11735 and its telephone number is: (631) 694-9555. All questions and inquiries should be directed to the attention of the Corporate Secretary, Joseph Dwyer.

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THE MISONIX SPECIAL MEETING

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held at [●], on [●], 2019 at [●], local time.

Purpose of the Special Meeting

At the special meeting, holders of Misonix common stock will be asked to:

As a condition to Solsys’ willingness to enter into the merger agreement, simultaneously with the execution of the merger agreement, certain shareholders of Misonix, holding approximately 18.6% of the issued and outstanding shares of Misonix common stock, entered into as support agreement with Misonix, pursuant to which such Misonix shareholders agreed to, among other things and subject to the terms of such support agreement, vote in favor of the issuances of New Misonix common stock and approval of the merger agreement, the consummation of the Misonix Merger and the other transactions contemplated by the merger agreement to which Misonix is a party.

Record Date; Outstanding Shares Entitled to Vote

The Misonix board has fixed [●], as the record date for the Misonix special meeting. If you were a holder of shares of Misonix common stock at the close of business on the record date, you are entitled to vote your shares at the Misonix special meeting.

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As of the record date, there were [●] shares of Misonix’s common stock outstanding and entitled to vote at the Misonix special meeting.

Quorum

The presence, either in person or by proxy, of the holders of record of a majority of the shares of stock issued and outstanding and entitled to vote shall constitute a quorum at the Misonix special meeting. Once quorum is present at the Misonix special meeting, it will not broken by the subsequent withdrawal of any shareholders. The shareholders present may adjourn the meeting despite the absence of a quorum. At the meeting to which such adjourned meeting is reconvened, any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. Broker non-votes will not be used to determine whether a quorum is present at the Misonix special meeting.

Vote Required

The Misonix Merger Proposal requires the adoption of the merger agreement and the approval of the Misonix Merger by the affirmative vote of the holders of two-thirds of the outstanding shares of Misonix common stock.

The Misonix Share Issuance Proposal requires for its approval the affirmative vote of the holders of a majority of the shares of Misonix common stock represented at the Misonix special meeting, in person or by proxy, and entitled to vote on the Misonix Share Issuance Proposal.

The New Misonix Charter Amendments Proposal requires for its approval the affirmative vote of the holders of two-thirds of the outstanding Misonix common stock.

The Misonix Adjournment Proposal requires for its approval the affirmative vote of the holders of a majority of the shares of Misonix common stock represented at the Misonix special meeting, in person or by proxy, and entitled to vote on the Misonix Adjournment Proposal.

If you mark “abstain” or register your attendance at the special meeting and fail to vote with respect to any of the proposals, it will have the effect of a vote “ AGAINST ” the proposals.

If you fail to return a proxy card, it will have the effect of a vote “ AGAINST ” the Misonix Merger Proposal and the New Misonix Charter Amendments Proposal, but will have no effect with respect to the Misonix Share Issuance Proposal or the Misonix Adjournment Proposal, assuming a quorum is present at the Misonix special meeting.

Broker non-votes will have the effect of a vote “ AGAINST ” the Misonix Merger Proposal and the New Misonix Charter Amendments. Broker non-votes will have no effect on the Misonix Share Issuance Proposal and the Misonix Adjournment Proposal, assuming a quorum is present at the Misonix special meeting. Broker non-votes will not be used to determine whether a quorum is present at the Misonix special meeting.

If the Misonix Merger Proposal or the Misonix Share Issuance Proposal are not approved by holders of the requisite number of shares of Misonix common stock, then the transactions will not occur. Approval of the New Misonix Charter Amendments Proposal and the Misonix Adjournment Proposal are not required to consummate the transactions.

Recommendation of Misonix’s Board

The Misonix board recommends that:

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Additional information on the recommendation of the Misonix board is set forth in “ The Transactions – Misonix’s Reasons for the Transactions and Recommendation of Misonix’s Board ” beginning on page [●].

Misonix’s shareholders should carefully read this joint proxy and consent solicitation statement/prospectus in its entirety for additional information concerning the merger agreement and the transactions. In addition, Misonix’s shareholders are directed to the merger agreement, which is attached as Annex A to this joint proxy and consent solicitation statement/prospectus.

Voting by Misonix’s Directors and Executive Officers

As of May 20, 2019, the directors and executive officers of Misonix beneficially owned, in the aggregate, 2,354,540 shares (or approximately 23.1%) of the Misonix common stock. The directors and executive officers of Misonix have informed Misonix that they currently intend to vote all of their shares of Misonix common stock in favor of adopting the Misonix Merger Proposal, the Misonix Share Issuance Proposal, the New Misonix Charter Amendments Proposal and the Misonix Adjournment Proposal. In addition, as a condition to Solsys’ willingness to enter into the merger agreement, simultaneously with the execution of the merger agreement, certain shareholders of Misonix, holding approximately 18.6% of the issued and outstanding shares of Misonix common stock, entered into the Misonix Support Agreement, pursuant to which such Misonix shareholders agreed to, among other things and subject to the terms of such support agreement, vote in favor of the issuances of New Misonix common stock and approval of the merger agreement, the consummation of the Misonix Merger and the other transactions contemplated by the merger agreement to which Misonix is a party. See “Ancillary Agreement  – Description of the Misonix Support Agreement” beginning on page [●].

How to Vote

After reading and carefully considering the information contained in this joint proxy and consent solicitation statement/prospectus, please submit your proxy or voting instructions promptly. In order to ensure your vote is recorded, please submit your proxy or voting instructions as set forth below as soon as possible even if you plan to attend the Misonix special meeting.

By Internet . Use the Internet at www.proxyvote.com to transmit your voting instructions and for the electronic delivery of information up until 11:59 P.M. Eastern Time on [●]. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The availability of Internet voting instruction for beneficial owners holding shares of common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

By Phone . Use any touch-tone telephone to dial [●] to transmit your voting instructions up until 11:59 P.M. Eastern Time on [●]. Have your proxy card in hand when you call and then follow instructions. If you submit a proxy by telephone, do not return your proxy card. The availability of telephone voting instruction for beneficial owners holding shares of voting common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

By Mail . Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to [●].

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Attending the Special Meeting

All Misonix shareholders as of the record date may attend the special meeting. If you are a beneficial owner of shares of Misonix common stock held in street name, you must provide evidence of your ownership of such shares, which you can obtain from your broker, banker or nominee in order to attend the special meeting.

Voting of Proxies

If you submit a proxy or voting instructions by Internet, by telephone or by completing, signing, dating and mailing your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. If you are a shareholder of record and you sign, date, and return your proxy card but do not indicate how you want to vote with respect to a proposal and do not indicate that you wish to abstain with respect to that proposal, your shares will be voted in favor of that proposal.

Voting of Misonix Shares Held in Street Name

If a bank, broker or other nominee holds your shares of Misonix’s common stock for your benefit but not in your own name, such shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to use for your shares. The availability of telephone and Internet voting instruction depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you. If your shares are held in the name of your bank, broker or other nominee and you wish to vote in person at the special meeting, you must contact your bank, broker or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to the special meeting in order to vote in person.

Revoking Your Proxy

If you are a shareholder of record, you can revoke your proxy at any time before your proxy is voted at the special meeting. You can do this in one of three ways:

If you choose either of the first two methods, you must submit your notice of revocation or your new proxy no later than the beginning of the special meeting.

If you are a beneficial owner of shares of Misonix’s common stock held in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the special meeting if you obtain a legal proxy from your broker, bank or other nominee and present it to the inspectors of election with your ballot when you vote at the special meeting.

Proxy Solicitations

Misonix is soliciting proxies for the special meeting from Misonix shareholders. Misonix will bear the cost of soliciting proxies from Misonix shareholders, including the expenses incurred in connection with the printing and mailing of this joint proxy and consent solicitation statement/prospectus. In addition to this mailing, Misonix’s Directors, officers and employees (who will not receive any additional compensation for such services) may solicit proxies by telephone or in-person meeting.

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Misonix has also engaged the services of MacKenzie Partners to assist in the distribution of the proxies. Misonix estimates that it will pay $30,000 a fee of approximately MacKenzie Partners plus reasonable out-of-pocket expenses.

Misonix will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the beneficial owners of Misonix common stock.

PROPOSALS SUBMITTED TO MISONIX SHAREHOLDERS

1) Misonix Merger Proposal

Misonix is asking its shareholders to adopt the merger agreement and vote to approve the Misonix Merger, which proposal is referred to as the “Misonix Merger Proposal”. For a summary of and detailed information regarding this proposal, see the information about the merger agreement and the merger throughout this joint proxy and consent solicitation statement/prospectus, including the information set forth in the section titled “The Agreement and Plan of Merger.” A copy of the merger agreement is attached to this joint proxy and consent solicitation statement/prospectus as Annex A. You are urged to read the merger agreement carefully and in its entirety.

Approval of the Misonix Merger Proposal is a condition to the completion of the transactions. If the Misonix Merger Proposal is not approved, the transactions will not occur.

Vote Required for Approval

Approval of the Misonix Merger Proposal requires the affirmative vote of the holders of two-thirds of the outstanding Misonix common stock.

Recommendation of the Misonix Board

THE MISONIX BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE MISONIX MERGER PROPOSAL.

2) Misonix Share Issuance Proposal

Pursuant to the rules of the Nasdaq, Misonix is requesting that holders of the outstanding shares of Misonix’s common stock consider and vote on a proposal to approve the issuance of shares of New Misonix common stock pursuant to the transactions as described in the merger agreement, which proposal is referred to the “Merger Share Issuance Proposal”.

Approval of the Misonix Share Issuance Proposal is a condition to the completion of the transactions. If the Misonix Share Issuance Proposal is not approved, the transactions will not occur.

Vote Required for Approval

Approval of the Misonix Share Issuance Proposal requires the affirmative vote of a majority of the shares of Misonix common stock represented at the Misonix special meeting, in person or by proxy, and entitled to vote on the matter.

Recommendation of the Misonix Board

THE MISONIX BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE MISONIX SHARE ISSUANCE PROPOSAL.

3) New Misonix Charter Amendments Proposal

Misonix is asking its shareholders to approve the Amended and Restated Certificate of Incorporation of New Misonix, Inc., a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, reflecting the following material differences from Misonix’s current Amended and Restated Certificate of Incorporation, which proposal is referred to as the “New Misonix Charter Amendments Proposal”:

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Approval of the New Misonix Charter Amendments Proposal is not a condition to the completion of the transactions.

Reasons for the Charter Amendments

Dividing the New Misonix board into three classes with staggered three-year terms and, in connection therewith, providing that directors of New Misonix can only be removed by shareholders of New Misonix for cause upon the vote of holders of two-thirds of outstanding shares:

The Misonix board believes that a classified board structure will provide New Misonix and its shareholders with important benefits. The Misonix board believes that companies with staggered boards have benefited shareholders by freeing managers to focus on long term results and increasing shareholder value. The Misonix board believes that a classified board structure promotes continuity of experiences and an orderly succession of board members by ensuring that at any given time there are experienced board members serving on the board who are familiar with the company, its business, operations and investment and compliance policies, and its relationships with its services providers. Specifically, the Misonix board believes that a classified board structure for New Misonix will:

The Misonix board believes that a classified board of directors with three-year terms will also discourage coercive takeover practices and inadequate takeover bids, and reduce New Misonix’s vulnerability to hostile and potentially abusive takeover tactics that could be adverse to the best interests of New Misonix shareholders. By encouraging potential acquirers to negotiate directly with the New Misonix board, thereby giving the New Misonix board added leverage in such negotiations, a classified board structure will increase the likelihood of bona fide offers for New Misonix by serious acquirers. A classified board would not preclude unsolicited acquisition proposals but, by eliminating the threat of imminent removal, would put the New Misonix board in a position to act to maximize value for all shareholders. The Misonix board believes that the benefits of increased protection and the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure New Misonix outweighs the disadvantages of discouraging such a proposal because negotiation of such proposal could result in an improvement of its terms.

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Providing that shareholder actions must be taken at a meeting and not by written consent:

The Misonix board believes that each decision of the shareholders should be made by all shareholders and only after thoughtful consideration of complete information. Information is provided to shareholders through a proxy statement, and the period between delivery of the proxy statement and the shareholders meeting provides time for consideration of shareholder proposals. The Misonix board believes that all shareholders, not just shareholders executing a written consent, should have the opportunity to participate in the decision-making process. This allows minority shareholders to take whatever action they deem appropriate to protect their interests, including seeking to persuade majority shareholders to follow a different course, or selling their shares. The Misonix board also believes that prohibiting corporate action without a meeting is a prudent corporate governance measure to persuade a party making an opportunistic and unsolicited bid for New Misonix to negotiate with the New Misonix board to reach terms that are fair and in the best interests of all shareholders and to prevent hostile bidders from taking actions that are contrary to the best interests of the shareholders as a whole.

Authorizing an amendment of the New Misonix Bylaws by holders of a majority of the outstanding shares, provided that a vote of the holders of two-thirds of the outstanding shares would be required to amend the New Misonix Bylaws if the amendment was not approved by a majority of the New Misonix board:

The Misonix board believes that increasing the threshold required to amend or repeal the New Misonix bylaws will help facilitate corporate governance stability by requiring broad shareholder consensus to effect changes and in the process help protect minority stockholder interests. In addition, any less than a two-thirds vote requirement may weaken the ability of the New Misonix board to preserve and maximize value for all shareowners in an opportunistic and unsolicited takeover attempt.

Prohibiting shareholders to call special meeting:

The Misonix board believes that shareholder called special meetings could cause New Misonix to incur substantial expense, be disruptive to its business operations and to long-term shareholder interests, and divert the focus of the New Misonix board and executive officers from effectively managing on behalf of all shareholders. The ability of shareholders to call special meetings could also lead to potential abuses and waste of limited corporate resources.

In addition, current laws and rules applicable to New Misonix also afford shareholders opportunities to express their views on key corporate actions. For example, under Delaware law and NASDAQ rules, New Misonix must submit significant matters, such as mergers and consolidations, large share issuances and equity compensation plans, to a shareholder vote. The Securities and Exchange Commission, through under Rule 14a-8 promulgated under the Exchange Act, also requires that companies include in their proxy materials shareholder proposals to be presented for a vote at their annual meetings, subject to certain requirements.

Mandating that the Court of Chancery of the State of Delaware shall be the exclusive forum for various actions that may be brought against New Misonix, its officers, or directors:

The Misonix board believes that New Misonix shareholders will benefit from having intra-corporate disputes litigated in Delaware, where New Misonix will be incorporated and whose laws govern such disputes. This provision is intended to provide a streamlined, efficient and organized process for resolution of such disputes and avoid multiple lawsuits in multiple jurisdictions regarding the same matter. This provision addresses plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions, by requiring such claims to be brought in a single forum and helping to assure consistent consideration of the issues. The Misonix board believes that Delaware courts are best suited to address disputes involving such matters given that New Misonix will be incorporated in Delaware and that the Delaware courts have a reputation for expertise in corporate law matters. The Misonix board also believes that the Delaware courts have more experience and expertise in dealing with complex corporate issues than many other jurisdictions. This is expected to result in the

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application of a relatively known body of case law and using a high level of expertise, and should promote efficiency and costs-savings in the resolution of such claims. The Delaware General Corporation Law specifically authorizes Delaware corporations to adopt exclusive forum provisions in their charters and the Misonix board believes adoption of this amendment is a good governance measure in light of the incidence of lawsuits and multi-forum litigation.

These proposed amendments may have the effect of preventing New Misonix shareholders from taking action at any time other than an annual meeting or a special meeting to replace directors or take any other action authorized to be taken by shareholders under the DGCL. In addition, the amendments may make more difficult, or delay, actions by a person or a group seeking to acquire a substantial percentage of New Misonix common stock, to replace directors or to take other action to influence or control its management or policies, even though the holders of a majority of the outstanding shares of New Misonix common stock might desire those actions.

Vote Required for Approval

Approval of the New Misonix Charter Amendments Proposal requires the affirmative vote of the holders of two-thirds of the outstanding Misonix common stock.

Recommendation of the Misonix Board

THE MISONIX BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE NEW MISONIX CHARTER AMENDMENTS PROPOSAL.

4) Adjournment or Postponement Proposal

Misonix is requesting that holders of the outstanding shares of Misonix’s common stock consider and vote on a proposal to adjourn the Misonix special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve the share issuance and the merger agreement have not been obtained by Misonix, which proposal is referred to as the “Misonix Adjournment Proposal.”

Approval of the Misonix Adjournment Proposal is not a condition to the completion of the transactions.

Vote Required for Approval

Approval of the Misonix Adjournment Proposal requires the affirmative vote of a majority of the shares of Misonix common stock represented at the Misonix special meeting, in person or by proxy, and entitled to vote on the matter.

Recommendation of the Misonix Board

THE MISONIX BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE MISONIX ADJOURNMENT PROPOSAL.

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THE SOLSYS SOLICITATION OF WRITTEN CONSENTS

The following contains information for unitholders of Solsys regarding the solicitation of written consents from the unitholders of Solsys to approve the Solsys merger proposal.

Purpose of the Consent Solicitation

Holders of outstanding voting Solsys units are being asked to approve the Solsys merger proposal by executing and delivering the written consent furnished with this joint proxy and consent solicitation statement/prospectus.

Unitholders of Solsys Entitled to Consent

Holders of outstanding voting Solsys units are entitled to execute and deliver written consents with respect to the Solsys merger proposal. As of the date of this joint proxy and consent solicitation statement/prospectus, there were 9,760,419.20 common units, 3,314,401.00 Series A preferred units, 8,764,740.80 Series B preferred units, 4,676,262.88 Series C preferred units, 0 Series D preferred units, and 50,647,565.30 Series E preferred units of Solsys issued and outstanding and entitled to execute and deliver written consents with respect to the approval of the Solsys merger proposal.

As of the date of this joint proxy and consent solicitation statement/prospectus, the managers and executive officers of Solsys collectively owned and were entitled to execute and deliver written consents with respect to 3,515,726.20 common units, 187,254.40 Series B preferred units and 124,836.15 Series C preferred units of Solsys, which represent, in the aggregate, approximately 14.44% of the combined voting power of the holders of common units, Series A preferred units, Series B preferred units, Series C preferred units and Series D preferred units.

Approval of the Board of Managers of Solsys

Solsys’ board of managers has approved the transfer (if any) of Solsys units and/or equity interests of Solsys as contemplated by the merger agreement, has approved the merger agreement, the execution and delivery of the merger agreement and, subject to receipt of the requisite approval of the members of Solsys, the consummation of the Solsys Merger and the other transactions contemplated by the merger agreement to which Solsys is a party and the performance of Solsys’ obligations under the merger agreement.

The board of managers of Solsys makes no recommendation whether or not holders of outstanding voting Solsys units should execute written consents approving the Solsys merger proposal. Holders of outstanding voting Solsys units must make their own decision with respect to the Solsys merger proposal.

Consents; Required Consents

Written consents from holders of more than (A) 55% of the outstanding Solsys Series E preferred units, consenting separately as a single class and (B) 50% of Solsys’ common units, Series A preferred units, Series B preferred units, Series C preferred units and Series D preferred units, on an aggregate basis, consenting as a single class, are required to approve the Solsys merger proposal.

As a condition to Misonix’s willingness to enter into the merger agreement, simultaneously with the execution of the merger agreement, certain unitholders of Solsys, holding 100% of the outstanding Solsys Series E preferred units and approximately 13.49% of the outstanding Solsys common units, Series A preferred units, Series B preferred units, Series C preferred units and Series D preferred units, taken together as a single class, entered into the Solsys Support Agreement, pursuant to which such Solsys unitholders agreed to, among other things and subject to the terms of the Solsys Support Agreement, vote or consent to the approval of the

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Solsys merger proposal. Additionally, two of Solsys’ unitholders, the Series E unitholders, further agreed to purchase their respective pro rata portion of the Series E preferred units issued in the Solsys equity offering and to purchase any Solsys Series E preferred units that are not subscribed for by other Solsys unitholders up to a total of $2,000,000 each.

Submission of Consents

Unitholders of Solsys may consent to the approval of the Solsys merger proposal with respect to their voting Solsys units by dating and signing the written consent enclosed with this joint proxy and consent solicitation statement/prospectus and returning it to Solsys. [●], 2019, is the final date for receipt of written consents. Solsys reserves the right to extend the final date for receipt of written consents beyond [●], 2019. Any such extension may be made without notice to the unitholders of Solsys. Once a sufficient number of consents to approve the Solsys merger proposal have been received, the consent solicitation will conclude.

If you hold voting Solsys units and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Solsys as soon as possible and in any event by [●]. Once you have completed, dated and signed the written consent, you may deliver it to Solsys by emailing a “.pdf” copy of your written consent to astaley@solsysmedical.com or by mailing your written consent to Solsys at 11830 Canon Blvd., Suite A, Newport News, VA 23606, Attn: Allan Staley, CEO.

Executing Consents; Revocation of Consents

Holders of voting Solsys units may execute written consents to approve the Solsys merger proposal. If a holder of voting Solsys units does not provide such holder’s written consent to approve the Solsys merger proposal, it will have the same effect as a vote against the approval of the Solsys merger proposal.

If you are a holder of voting Solsys units, you may change or revoke your consent to the approval of the Solsys merger proposal, subject to any contractual obligation you may have, at any time prior to [●], 2019 or, if earlier, at any time before the consents of a sufficient number of voting Solsys units to approve the Solsys merger proposal, have been filed with Solsys. If you wish to change or revoke your consent before that time, you may do so by emailing a “.pdf” copy of such change or revocation to astaley@solsysmedical.com or by mailing such change or revocation to Solsys at 11830 Canon Blvd., Suite A, Newport News, VA 23606, Attn: Allan Staley, CEO.

Solicitation of Consents; Expenses

Solsys will bear the entire cost of preparing, printing and mailing these consent solicitation materials to unitholders of Solsys. Officers and employees of Solsys may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

SOLSYS PROPOSAL 1—APPROVAL OF THE SOLSYS MERGER PROPOSAL

As discussed in this joint proxy and consent solicitation statement/prospectus, Solsys is asking holders of outstanding voting Solsys units to approve the Solsys merger proposal. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this joint proxy and consent solicitation statement/prospectus, including the information set forth in the section entitled “The Transactions,” beginning on page [●], and “The Merger Agreement,” , beginning on page [●]. A copy of the merger agreement is attached as Annex A to this joint proxy and consent solicitation statement/prospectus and incorporated herein by reference. Unitholders of Solsys are urged to read carefully this joint proxy and consent solicitation statement/prospectus and the merger agreement in their entirety before executing and delivering a written consent with respect to the approval of the Solsys merger proposal.

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Required Vote

Approval of the Solsys merger proposal requires the approval of members of Solsys owning more than (A) 55% of the outstanding Solsys Series E Units, consenting separately as a single class and (B) 50% of Solsys’ common units, Series A preferred units, Series B preferred units, Series C preferred units and Series D preferred units, on an aggregate basis, consenting as a single class.

Recommendation of the Board of Managers of Solsys

The board of managers of Solsys makes no recommendation whether or not holders of outstanding voting Solsys units should execute written consents approving the Solsys merger proposal. Holders of outstanding voting Solsys units must make their own decisions with respect to the Solsys merger proposal.

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THE TRANSACTIONS

The following is a description of certain material aspects of the transactions. This description may not contain all of the information that may be important to you. The discussion of the transactions in this joint proxy and consent solicitation statement/prospectus is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy and consent solicitation statement/prospectus as Annex A, the proposed amendment to the Articles of Incorporation of Misonix, Inc., which is attached to this joint proxy and consent solicitation statement/prospectus as Annex B, the form of New Misonix’s Certificate of Incorporation and Bylaws that will be in effect as of the completion of the transactions, each of which is filed as an exhibit to the registration statement to which this joint proxy and consent solicitation statement/prospectus relates, and the support agreements, each of which is filed as an exhibit to the registration statement to which this joint proxy and consent solicitation statement/prospectus relates. We encourage you to read carefully this entire joint proxy and consent solicitation statement/prospectus, including the Annexes, and the exhibits to the registration statement to which this joint proxy and consent solicitation statement/prospectus relates, for a more complete understanding of the transactions. This section is not intended to provide you with any factual information about Misonix or Solsys. Such information can be found elsewhere in this joint proxy and consent solicitation statement/prospectus and/or in the public filings Misonix makes with the SEC, as described in “Where You Can Find More Information” beginning on page [ ● ].

General Description of the Transactions

On May 2, 2019, Misonix entered into the merger agreement with Solsys, Merger Sub One, Merger Sub Two, New Misonix and Greg Madden, solely in his capacity as the representative of the Solsys unitholders. The merger agreement provides for a business combination of Misonix and Solsys by means of a two-step merger process.

In the Misonix Merger, Misonix will merge with Merger Sub One. The Solsys Merger will occur immediately following the Misonix Merger. In the Solsys Merger, Solsys will merge with Merger Sub Two. Misonix will continue as the surviving company in the Misonix Merger as a wholly owned subsidiary of New Misonix. Solsys will continue as the surviving company in the Solsys Merger and as a wholly owned subsidiary of New Misonix. Misonix and Solsys chose not to structure the transactions as a merger of Solsys directly into Misonix to facilitate the parties’ business objectives, including in order to (i) operate Misonix and Solsys as separate direct wholly-owned subsidiaries of New Misonix, (ii) incorporate New Misonix as a Delaware corporation rather than a New York corporation and (iii) comply with the respective covenants of each of Misonix’s and Solsys’ credit facilities and indentures.

In the Misonix Merger, each outstanding share of Misonix common stock (except for shares of Misonix common stock owned, directly or indirectly, by Misonix, Solsys or any of their respective subsidiaries, which will be automatically cancelled for no consideration) will automatically be converted into the right to receive one share of New Misonix common stock.

In the Solsys Merger, the units of Solsys (except for units of Solsys owned, directly or indirectly, by Solsys, Misonix or any of their respective subsidiaries, which will automatically be cancelled for no consideration) will automatically be converted into the right to receive an aggregate of 5,703,082 new shares of New Misonix common stock, with the allocation of such shares to holders of Solsys units being made in accordance with the Solsys operating agreement. We refer to shares of New Misonix common stock to be issued in the Solsys Merger as the “Solsys Merger Consideration.” At the effective time of the Solsys Merger, New Misonix will automatically be admitted as the sole member of Solsys holding all of the outstanding limited liability company interests in Solsys.

See “The Transactions – Financing Relating to the Transactions” beginning on page [●].

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Upon completion of the transactions, New Misonix will be named “Misonix, Inc.” and its common stock will be listed for trading on the Nasdaq under Misonix’s current ticker symbol, “MSON.” We expect that the former Misonix shareholders will hold approximately 64%, and former Solsys unitholders will hold approximately 36%, of the outstanding shares of New Misonix common stock, calculated on a fully-diluted basis, immediately following the completion of the transactions.

Merger Consideration

As described above, in the Solsys Merger, the units of Solsys (except for units of Solsys owned, directly or indirectly, by Solsys, Misonix or any of their respective subsidiaries, which will automatically be cancelled for no consideration) will automatically be converted into the right to receive an aggregate of 5,703,082 new shares of New Misonix common stock, or the Solsys Merger Consideration, with the allocation of such shares to holders of Solsys units being made in accordance with the Solsys operating agreement. We expect that the Solsys Merger Consideration will represent approximately 36% of the outstanding shares of New Misonix common stock, calculated on a fully-diluted basis, immediately following the completion of the transactions.

At the completion of the transactions, New Misonix will withhold from the Solsys Merger Consideration 712,886 the shares of New Misonix common stock to be distributed to Solsys unitholders in connection with the transactions and deposit such shares into an account designated by an escrow agent selected by Misonix and reasonable acceptable to Solsys, to be held in accordance with the terms of the merger agreement and the terms of an escrow agreement to be entered into by and among Misonix, New Misonix and Greg Madden, as representative of the Solsys unitholders, prior to the closing. These escrowed shares of New Misonix common stock will constitute security for the benefit of Misonix with respect to any amounts that may become due to Misonix in connection with successful claims of indemnification by Misonix under the merger agreement. Pursuant to the terms of the merger agreement, the Solsys unitholders are obligated to indemnify Misonix and hold it harmless from against:

On the 15-month anniversary of the completion of the transactions, any shares of New Misonix common stock remaining in the escrow account will be distributed to the Solsys unitholders pro rata in accordance with the Solsys operating agreement, subject to the maintenance of any necessary reserves for pending indemnification claims that have been made by Misonix but remain unresolved as of such date.

Background of the Transactions

The Misonix board and Misonix’s senior management in the ordinary course periodically review and assess Misonix’s performance, share price, risks, opportunities and strategy in light of the current business and economic environment, as well as evolving industry dynamics, as they may affect Misonix’s long-term strategic goals and plans. As a matter of practice, the Misonix board and Misonix’s senior management, regularly review and evaluate a wide range of strategic opportunities for business combinations, acquisitions and other financial and strategic alternatives available for Misonix to enhance shareholder value. Misonix has, from time to time,

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implemented strategic changes and initiatives in connection with such reviews. As part of this process, in March 2017, Mr. Stavros Vizirgianakis, Chief Executive Officer of Misonix identified Solsys as a company operating in the wound care space that might be an attractive partner for Misonix. Mr. Vizirgianakis called Mr. Allan Staley, the Chief Executive Officer of Solsys, to indicate that Misonix may be interested in exploring a collaboration with Solsys. Solsys management was considering various strategic options while seeking new capital to expand its business.

As a follow up to the call between Mr. Vizirgianakis and Mr. Staley, on March 23, 2017, Mr. Vizirgianakis and Mr. Scott Ludecker, Senior Vice President, Global Sales and Marketing for Misonix held a call with Mr. Staley, Mr. Linwood Staub, President and Chief Operating Officer of Solsys and Mr. Andrew Tosdevin, Vice President of Marketing and Business Development of Solsys. During the call, the representatives of Misonix made a presentation regarding Misonix’s business and the representatives of Solsys made a presentation regarding Solsys’ business. While the representatives discussed each company’s business, no specific transactions or terms were discussed.

As a follow up to the March 23, 2017 meeting, Mr. Vizirgianakis and Mr. Staley corresponded by email during the next several days, agreed that the parties should meet in early April 2017, and shared general information regarding their sales and marketing management.

On May 22, 2017, Mr. Staley sent an email to Mr. Vizirgianakis informing him of a proposed equity offering that Solsys was exploring as an update to their prior discussions.

On June 4, 2017, Mr. Staley followed up with Mr. Vizirgianakis to provide further information about Solsys’ planned equity offering and indicated that Solsys had engaged Canaccord Genuity LLC (“Canaccord”) as its financial advisor in connection with the proposed equity offering. Mr. Staley proposed that representatives of Misonix and representatives of Solsys meet in the near future to engage in discussions about their respective businesses.

On June 23, 2017, Mr. Staley emailed Mr. Vizirgianakis indicating that Solsys might be interested in exploring a potential license of SonicOne for use in operating rooms and wound care centers.

During the next several months, Solsys management was negotiating and closing a $25 million equity offering. On October 30, 2017, Mr. Staley called Mr. Vizirgianakis to inform him that Solsys had completed its equity offering, raising approximately $25 million, and that entities affiliated with SV Health Investors and 1315 Capital had purchased all of the units in the offering. At the conclusion of the conversation, Mr. Staley and Mr. Vizirgianakis agreed to meet in person on November 9, 2017.

On November 9, 2017, Mr. Vizirgianakis and Mr. Staley met in person and discussed the potential for Misonix and Solsys to engage in a collaboration or other strategic transaction, however, no specific terms or price was discussed. Mr. Vizirgianakis and Mr. Staley agreed that they would coordinate a meeting between their broader management teams to further these discussions.

On November 15, 2017, Misonix and Solsys signed a confidentiality agreement, which applied to information exchanged by the parties after March 6, 2017, to allow the companies to exchange information and assess the desirability of pursuing a strategic transaction. Later that day, Mr. Vizirgianakis and Mr. Joseph Dwyer, Chief Financial Officer of Misonix, met with Messrs. Staley, Staub, and Tosdevin and Mr. Greg Madden, a Partner of SV Health Investors, to discuss a potential strategic transaction in which each company would purchase a portion of assets that a third party had indicated it was interested in selling.

During the next several months, based on discussions with the Solsys board of managers, Solsys was focused on organic revenue growth and taking over order-to-cash for TheraSkin sales.

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On March 27, 2018, Mr. Staley emailed Mr. Vizirgianakis to inform him that Solsys was in discussions to hire Dr. Arti Masturzo as its Chief Medical Officer and indicated that Dr. Masturzo would be interested in a demonstration of SonicOne.

On July 9, 2018, Misonix issued a press release announcing the results of a randomized controlled clinical trial of SonicOne that had demonstrated superior healing outcomes associated with the use of ultrasonic debridement for lower extremity wounds. The results of this trial were published in the International Wound Journal, and compared SonicOne to the use of standard sharp debridement in a 70-patient study and concluded that treatment with SonicOne resulted in better wound appearance, significant reduction in wound area and superior healing outcomes, compared to other patients in the study that were not treated with SonicOne. Also on July 9, 2018, Solsys announced that it had hired Dr. Masturzo as its Chief Medical Officer.

On July 18, 2018, Mr. Staley emailed Mr. Vizirgianakis to congratulate him on the results of the recently announced SonicOne study. In addition, on July 18, 2018, Mrs. Watanabe was added to the Misonix board.

The next day, on July 19, 2018, Mr. Staley sent a follow up email to Mr. Vizirgianakis to inform him that Solsys had hired Dr. Masturzo as its Chief Medical Officer.

On July 22, 2018, Mr. Vizirgianakis and Mr. Staley exchanged emails regarding their recent developments and the potential of setting an in person meeting in August 2018 to discuss further their respective businesses and potential areas for collaboration.

On August 7, 2018, Mr. Vizirgianakis emailed Mr. Staley, indicating that, due to Misonix’s other business priorities the parties should delay their in person meeting to a future date to be determined.

On September 10, 2018, Solsys publicly announced that it had entered into an agreement with Healogics, the nation’s largest provider of advanced chronic wound care services, to be a part of the new Healogics iSupply program.

On September 16, 2018, Mr. Staley emailed Mr. Vizirgianakis to inform him that Solsys had joined the Healogics iSupply program.

On September 17, 2018, Mr. Vizirgianakis and Mr. Staley exchanged emails to discuss rescheduling the in-person meeting between representatives of Misonix and representatives of Solsys that had been delayed in August of 2018.

On October 11, 2018, Mrs. Watanabe met with representatives of J.P. Morgan Securities LLP (“J.P. Morgan”) regarding Misonix, its growth strategy and the potential transaction with Solsys. Representatives of J.P. Morgan agreed to meet via teleconference with Mrs. Watanabe and Mr. Vizirgianakis to discuss further.

On October 19, 2018, Mr. Staley and Mr. Vizirgianakis exchanged emails to arrange for Dr. Masturzo to observe the use of SonicOne in an operating room setting.

On October 25, 2018, Mr. Vizirgianakis and Mr. Staley agreed to schedule a meeting between representatives of Misonix and representatives of Solsys on November 14, 2018.

On October 31, 2018, Mrs. Watanabe, Mr. Vizirgianakis, and representatives of J.P. Morgan held a telephonic meeting to discuss the strategic objectives of Misonix and a potential transaction with Solsys.

On November 6, 2018, Mr. Vizirgianakis provided the Misonix board with an update on the strategic objectives of Misonix and outlined a potential transaction with Solsys.

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On November 14, 2018, Messrs. Vizirgianakis and Ludecker met with Messrs. Staley, Staub and Tosdevin. At the meeting, the representatives of Misonix provided a presentation regarding Misonix and its business and the representatives of Solsys provided a presentation regarding Solsys and its business. The representatives of each company discussed the culture and organizational structure of each company, as well as potential opportunities in the marketplace. After the meeting, Mr. Vizirgianakis and Mr. Staley met to discuss the potential of a merger of Misonix and Solsys.

On November 15, 2018, Messrs. Vizirgianakis and Dwyer met with Mr. Staley to discuss further the potential benefits that a merger of Misonix and Solsys might provide to each of their businesses.

On November 28, 2018, Mr. Vizirgianakis met with Ian Li, a Partner with 1315 Capital to provide him with information regarding Misonix’s business.

On December 10, 2018, Mr. Vizirgianakis spoke with Messrs. Staley and Staub to discuss how the future sales teams of Misonix and Solsys could benefit if a merger were to take place.

In mid-December 2018, Mr. Vizirgianakis spoke with members of the Misonix board to inform them of his early stage discussions with Solsys, however, Mr. Vizirgianakis did not contact Patrick McBrayer, a member of the Misonix board due to his role as Chief Executive Officer of ACell, Inc., a regenerative medicine company and the potential conflict that this role could create.

On December 13, 2018, Mr. Vizirgianakis met with Mr. Staley, Mr. Michael Koby, Co-Founder and Partner of 1315 Capital, and a representative of Canaccord. At the meeting, Mr. Vizirgianakis provided a presentation regarding Misonix and its business. The representatives at the meeting then discussed a potential strategic transaction involving a merger of Misonix and Solsys, but no specific terms were discussed.

On December 18, 2018, Mr. Vizirgianakis met with Messrs. Staley and Madden, and a representative from Canaccord. At the meeting, Mr. Vizirgianakis provided a presentation regarding Misonix and its business. The representatives at the meeting then discussed the potential of a transaction involving a merger of Misonix and Solsys, but no specific terms were discussed.

On December 26, 2018, Mr. Madden emailed an analysis of Solsys’ business prepared by SV Health Investors in connection with its investment in Solsys to Mr. Vizirgianakis.

On December 27, 2018, Mr. Koby emailed an analysis of Solsys’ business prepared by 1315 Capital in connection with its investment in Solsys to Mr. Vizirgianakis.

On January 1, 2019, Misonix and Solsys entered into a new confidentiality agreement to allow the companies to continue to exchange information and assess the desirability of pursuing a transaction.

On January 8, 2019, representatives of Canaccord met with Mr. Thomas Patton, a member of the Misonix board, to provide him with a presentation regarding the potential rationales for a merger involving Misonix and Solsys.

On January 9, 2019, Mr. Vizirgianakis and Mrs. Watanabe held a meeting with representatives of J.P. Morgan to discuss the Canaccord meeting with Mr. Patton. In addition, Mr. Vizirgianakis met with Messrs. Staley, Madden, Koby, and Mr. Paul LaViolette, Managing Partner of SV Health Investors, Mr. Anthony Koblish a member of the Solsys board, and Mr. Craig Matturro, an analyst with 1315 Capital, together with representatives of Canaccord. At the meeting, Mr. Vizirgianakis provided further information regarding Misonix’s business and the representative from Canaccord provided a preliminary analysis regarding a range of potential relative values of Misonix and Solsys. Following the meeting, Mr. Vizirgianakis and Mr. Staley met separately to discuss potential organizational structures that could be implemented following the completion of a merger of Misonix and Solsys to benefit each of their businesses.

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On January 14, 2019, representatives of Canaccord spoke with Mr. Vizirgianakis to provide a presentation outlining preliminary, high-level three-year financial projections for Misonix and Solsys. No representative of Misonix provided information in support of the Misonix projections. Solsys management provided projections to Canaccord. Mr. Vizirgianakis understood that projections for Solsys had been provided to the representatives of Canaccord by the management of Solsys. The projections for Misonix reflected Misonix’s fiscal years (ending June 30) and the projections for Solsys reflected Solsys’ fiscal years (ending December 31) so these projections did not provide a direct comparison of Misonix’s and Solsys’ relative businesses. We refer to the Solsys projections included in the Canaccord presentation as the “Solsys preliminary projections,” further information regarding which is contained in the section titled “Certain Unaudited Prospective Financial Information Regarding Misonix and Solsys” beginning on page [ ● ].

On January 16, 2019, the Misonix board met informally and Mr. Vizirgianakis provided an update on discussions with Solsys. During this discussion, Mr. McBrayer indicated that he would have a potential conflict of interest in deliberating regarding a transaction with Solsys due to his position as the Chief Executive Officer of ACell, Inc. Mr. McBrayer then recused himself from further discussions of the Misonix board regarding the potential transaction. As such, all references to the actions and deliberations of the Misonix board in this discussion of the background of events leading to the execution of the merger agreement are references to the actions and deliberations of the Misonix board, absent Mr. McBrayer, who recused himself therefrom.

On January 26, 2019, representatives of Canaccord submitted an outline of discussion points to representatives of J.P. Morgan for a merger between Misonix and Solsys. The discussion points contemplated that Misonix would acquire all of the outstanding units of Solsys in a tax-free transaction in which Solsys’ unitholders would hold Misonix common stock equal to 36 - 38% of the outstanding shares of Misonix upon the completion of the transaction.

On January 29 and 30, 2019, Mr. Vizirgianakis met with the Solsys board of managers, and other representatives of Solsys to discuss a merger between Misonix and Solsys.

On February 5, 2019, the Misonix board held a meeting at which Mr. Joe Dwyer, Chief Financial Officer of Misonix, and a representative of Jones Day, outside counsel to Misonix, was present. Messrs. Staley and Staub, and Dr. Masturzo joined a portion of the meeting to provide a presentation regarding Solsys’ product, business, management, and operations and responded to questions from the Misonix board and members of Misonix management. The representatives of Solsys also presented financial information based on the Solsys preliminary projections. In addition, the Misonix board approved the engagement of J.P. Morgan.

On February 6, 2019, Mr. Vizirgianakis, Mrs. Watanabe and representatives of J.P. Morgan held a telephonic meeting to discuss the potential transaction between Misonix and Solsys and any further information that needed to be provided.

On February 14, 2019, Messrs. Vizirgianakis and Dwyer held a telephonic meeting with representatives of J.P. Morgan to discuss the potential transaction between Misonix and Solsys.

On March 4, 2019, Misonix issued a press release announcing that it had hired Ms. Sharon Klugewicz as its Chief Operating Officer.

On March 5, 2019, the Misonix board held a meeting to consider a potential transaction with Solsys. Members of Misonix’s management and representatives of J.P. Morgan and of Jones Day were also present. Representatives of J.P. Morgan provided a presentation to the Misonix board analyzing the historical and potential future financial performance of each of Misonix and Solsys and each of their contribution to a potential combined company. For Misonix, the J.P. Morgan presentation was based on three-fiscal-year financial projections published by Wall Street research analysts for Misonix, as provided to J.P. Morgan by Misonix management. We refer to the projections for Misonix’s business as the “Misonix projections,” further

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information regarding which is contained in the section titled “Certain Unaudited Prospective Financial Information Regarding Misonix and Solsys” beginning on page [●]. For Solsys, the J.P. Morgan presentation was based on the Solsys preliminary projections, modified based on assumptions made by Misonix management with the assistance of J.P. Morgan to present the Solsys preliminary projections on a fiscal year basis in order to allow for an estimate of the potential combined company’s projections. After representatives of J.P. Morgan had left the meeting, the Misonix board considered the engagement of J.P. Morgan as Misonix’s financial advisor to assist the Misonix board with evaluating the potential transaction with Solsys. After considering the reputation of J.P. Morgan as one of the premier financial advisors to the medical device industry and having determined that J.P. Morgan did not have any relationships that would be material to its ability to serve as a financial advisor to the Misonix board, the Misonix board then approved the engagement of J.P. Morgan as its financial advisor and for Misonix management to pay a fee to J.P. Morgan in connection with such engagement that would be contingent upon the completion of the transaction. The Misonix board then engaged in a discussion regarding the relative valuations of Misonix and Solsys associated with the transaction and the potential advantages, disadvantages, and risks of the transaction perceived by the Misonix board. Following this discussion, the Misonix board directed Misonix management to engage in negotiations with Solsys regarding a potential transaction.

On March 8, 2019, Misonix engaged J.P. Morgan to act as its financial advisor in connection with the transaction with Solsys.

On March 8, 2019, representatives of J.P. Morgan provided a draft term sheet to representatives of Canaccord. The draft term sheet contemplated that Misonix would acquire Solsys via a merger between Solsys and a newly formed wholly owned subsidiary of Misonix, with Solsys surviving the merger as a wholly owned subsidiary of Misonix in a transaction that would be taxable to Solsys’ unitholders. The term sheet further contemplated that Solsys’ unitholders (including holders of Solsys compensatory equity awards) would receive a number of newly issued shares of Misonix common stock that would provide Solsys’ unitholders with 37% of the outstanding shares of Misonix (on a fully diluted basis, utilizing the treasury share method) at the signing of a definitive merger agreement. The term sheet additionally provided that Solsys’ outstanding compensatory equity awards would be converted into Misonix stock options having the same vesting terms as those subject to the Solsys equity awards, that Solsys would have a minimum of $7 million in cash and cash equivalents at the completion of the transaction as a result of Solsys’ unitholders having contributed an additional $7 million of equity capital between December 31, 2018 and the closing of the transaction, and that Solsys would negotiate terms with its lenders to add an additional $5 million of borrowing capacity.

On March 13, 2019, representatives of Greenberg Traurig LLP, legal counsel to Solsys, and representatives of Jones Day, legal counsel to Misonix, held a telephonic meeting to discuss Solsys’ request to structure the transaction in a manner that would not result in Solsys unitholders incurring U.S. federal tax obligations upon the issuance of Misonix shares to them.

On March 15, 2019, representatives of Canaccord held a telephonic meeting with representatives of J.P. Morgan to discuss revisions to the term sheet. The discussion included proposals regarding the structure of the transaction to address Solsys’ tax concerns, the treatment of Solsys’ outstanding Series F preferred units in the merger, the need to reflect the terms of Solsys’ operating agreement in connection with a distribution of shares to be issued in the merger, and the need for Solsys to be able to use additional cash in its business, such that a guaranty of a minimum amount of cash and cash equivalents at the completion of the merger would not be feasible.

On March 16, 2019, representatives of Canaccord provided a revised draft of the term sheet to representatives of J.P. Morgan. The revised term sheet contemplated structuring the transaction in such a way as to qualify the transaction as tax-free to the Solsys unitholders in accordance with Section 351 of the Internal Revenue Code (a so called “horizontal double-dummy structure”). Under this structure, each of Misonix and Solsys would effect mergers that would cause them to become wholly owned subsidiaries of a new parent

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company, referred to as New Misonix. The term sheet further proposed that Solsys unitholders would own 37% of New Misonix and current Misonix shareholders would own 63% of New Misonix. Additionally, all Solsys compensatory equity awards would become fully vested as of the completion of the transaction and would be converted into shares of New Misonix common stock, except that that one-half of the Solsys Series F units held by Mr. Staley, Mr. Staub and Dr. Masturzo would be assumed by New Misonix and would be converted into restricted New Misonix shares that would vest over a two-year period. In the revised term sheet, Solsys agreed to the terms proposed by Misonix relating to the $7 million equity raise and revised credit facility requirements but removed the requirement that Solsys have a minimum of $7 million of cash and cash equivalents at the completion of the transaction.

On March 18, 2019, at the direction of Misonix management, representatives of J.P. Morgan held a telephonic meeting with representatives of Canaccord to discuss the revised draft of the term sheet and to request key financial diligence items. The representatives of Canaccord provided the requested financial diligence over the course of the next few days. When provided, this financial diligence indicated that Solsys had been using more cash to operate its business and that Solsys was projected to hold less cash at the completion of the transaction than had been previously modeled by Misonix based on the Solsys preliminary projections.

On March 21, 2019, Mr. Vizirgianakis spoke with Mr. Staley to further discuss the term sheet and provide Misonix’s perspective on the positions being negotiated by the parties. Mr. Vizirgianakis highlighted some of the additional expenses to Misonix of structuring the transaction as proposed by Solsys, including using the “horizontal double-dummy structure,” the noted increase in projected cash needed to operate Solsys, the reduced projected cash flow, and the need to ensure a sufficient amount of working capital in the combined company at the closing of the transaction.

On March 21, 2019, representatives of J.P. Morgan and Jones Day provided Canaccord and Greenberg Traurig with detailed diligence information requests regarding Solsys and on March 22, 2019, representatives of Canaccord and Greenberg Traurig provided Misonix and Jones Day with detailed information requests regarding Misonix.

On March 22, 2019, representatives of J.P. Morgan provided a revised draft of the term sheet to representatives of Canaccord agreeing to utilize the “horizontal double-dummy structure” but with Solsys’ unitholders receiving newly issued shares of Misonix common stock equal to 36.5% of the outstanding shares of Misonix (on a fully diluted basis, utilizing the treasury share method). The revised term sheet provided that Solsys compensatory equity awards would convert into Misonix securities that were subject to the same vesting provisions as those applicable to the Solsys award. Additionally, the credit requirement was revised to require Solsys to obtain an additional $10 million of borrowing capacity and to increase its revolving credit line to $6.7 million. Later on March 22, 2019, representatives of J.P. Morgan spoke with representatives of Canaccord to clarify further Misonix’s revised term sheet.

On March 23, 2019, representatives of Canaccord provided a revised draft of the term sheet to representatives of J.P. Morgan, which contemplated Solsys’ unitholders receiving 37% of the outstanding shares of New Misonix, calculated on the basis of the outstanding shares of Misonix at the time a definitive merger agreement was signed (on a fully diluted basis, utilizing the treasury share method). All Solsys compensatory equity awards would become fully vested upon the completion of the transaction, except that 50% of the New Misonix shares issued in respect of the Series F units held by Mr. Staley, Mr. Staub and Dr. Masturzo would be subject to vesting over a period of 24 months.

Beginning in late March each of Solsys and Misonix established electronic data rooms to facilitate the sharing of requested information on each company. From this time until the end of April 2019, representatives of Jones Day conducted legal due diligence on Solsys and representatives of Greenberg Traurig conducted legal due diligence on Misonix. During this time, management of Misonix and Solsys also conducted financial, legal and tax diligence on each of the parties.

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On March 25, 2019, representatives of Misonix held a call with representatives of Solsys and representatives of Solsys’ outside intellectual property counsel to conduct diligence on Solsys. Later that same day, Mr. Vizirgianakis spoke with Messrs. Staley and Staub regarding Solsys’ projected cash needs and projected financial results.

On March 27, 2019, representatives of Canaccord provided representatives of J.P. Morgan with revised financial projections for Solsys that had been prepared by Solsys’ management. These projections indicated that in the first two forecasted years of the projections, Solsys’ business was expected to require more cash and in the third forecasted year, Solsys’ business was expected to generate more cash, in each case as compared to the Solsys preliminary projections. The revised financial projections for Solsys also reflected that Solsys’ projected outstanding indebtedness was higher than previously calculated by Misonix. That same day, Messrs. Vizirgianakis and Dwyer and Ms. Klugewicz met with representatives of Solsys as well as representatives of Solsys’ principal supplier, to conduct diligence on Solsys’ business.

Following receipt of the Solsys revised projections, representatives of J.P. Morgan requested that representatives of Canaccord provide the revised Solsys projections with quarterly detail to facilitate a more direct comparison to Misonix’s fiscal years. On April 1, 2019, Mr. Vizirgianakis called Mr. Staley regarding the provisions of the term sheet that the parties had been discussing. During the call, Mr. Vizirgianakis indicated that due to the more recent diligence and the revised financial projections provided by Solsys, Misonix would only be interested in pursuing a transaction with Solsys in which Solsys unitholders would own 36% of New Misonix and Misonix shareholders would own 64% of New Misonix. Mr. Staley said he would discuss with the Solsys board the split of ownership proposed by Misonix.

Also on April 1, 2019, representatives of Misonix spoke with representatives of Solsys regarding Solsys’ revised financial projections and representatives of J.P. Morgan spoke with Mr. LaViolette to discuss the relative ownership levels in the combined entity that Mr. Vizirgianakis had proposed to Mr. Staley. Mr. Dwyer also provided representatives of Solsys Canaccord with the Misonix projections.

On April 2, 2019, Misonix and Solsys exchanged revised drafts of the term sheet. Later that day, Solsys agreed that Misonix should begin preparing a definitive merger agreement on the basis of a term sheet that provided that Solsys’ unitholders would receive 36% of New Misonix, based on the shares of Misonix common stock outstanding at the signing of a definitive merger agreement (determined on a fully diluted basis, utilizing the treasury share method and assuming no additional Misonix shares were issued or granted between signing and closing other than pursuant to Misonix’s existing shelf registration statement or in the ordinary course of business). Further, all Solsys compensatory equity awards would become fully vested upon the completion of the transaction, except that 50% of the shares of New Misonix issued in respect of the Series F units held by Mr. Staley, Mr. Staub and Dr. Masturzo would be subject to vesting of a period of 24 months, and Solsys would obtain an additional $7 million of equity capital between December 31, 2018 and the completion of the transaction, and increase its borrowing capacity by $10 million of term debt and $6.7 million under its accounts receivable revolving credit line. Later on April 2, 2019, after discussions between Mr. Vizirgianakis and Mr. Staley on the vesting of stock options for key employees of Solsys, Mr. Vizirgianakis agreed to consider full vesting of Solsys executive stock options if the executives agreed that they will not receive equity compensation from New Misonix in the year following the completion of the transaction.

On April 3, 2019, Mr. Vizirgianakis provided a copy of the term sheet that representatives of Solsys had agreed would form the basis for preparation of the definitive merger agreement to the members of the Misonix board, other than Mr. McBrayer.

Also on April 3, 2019, representatives of Canaccord responded to the prior request from representatives of J.P. Morgan to provide updated projections for Solsys, with detail for each calendar year shown on a quarterly basis. These more detailed projections reflected immaterial changes to various metrics reflected in the revised Solsys projections provided on March 27, 2019. We refer to these updated projections as the “Solsys

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projections”, further information regarding which is contained in the section titled “Certain Unaudited Prospective Financial Information Regarding Misonix and Solsys,” beginning on page [●]. From April 3, 2019 until April 26, 2019, management of Misonix worked with representatives from J.P. Morgan to refine further the financial analysis of Solsys.

On April 4, 2019, Mr. Vizirgianakis spoke with representatives of Canaccord to discuss the transaction process and potential timing for completion of the transaction.

On April 5, 2019, Mr. Dwyer notified the Misonix board (other than Mr. McBrayer) by email that management believed that BRG Valuation Services, LLC, or BRG would have the necessary qualifications to prepare an opinion regarding the fairness to Misonix’s shareholders from a financial point of view of the merger consideration to be issued to Solsys unitholders pursuant to the merger agreement. Mr. Dwyer informed the Misonix board of BRG’s qualifications and experiences in the healthcare industry. Mr. Dwyer also confirmed to the Misonix board that BRG had not provided services to either Misonix or Solsys and that BRG did not have any relationships that would be material to its ability to provide the fairness opinion. Each member of the Misonix board, other than Mr. McBrayer, responded with their concurrence that BRG would have the necessary qualifications and experience to provide an opinion regarding the fairness of the transaction to Misonix’s shareholders.

On April 9, 2019, Misonix engaged BRG to prepare an opinion regarding the fairness to Misonix’s shareholders of the merger consideration to be issued to Solsys unitholders pursuant to the merger agreement. Misonix selected to BRG to prepare an opinion in connection with the transaction based on BRG’s reputation in preparing financial valuations and providing transaction opinions. In connection with their engagement, Misonix management provided the Misonix projections and Solsys projections to BRG.

On April 9, 2019, Solsys management and representatives of Greenberg Traurig, held calls with representatives of Misonix to conduct diligence on Misonix’s business.

On April 10, 2019, representatives of Misonix, Jones Day and J.P. Morgan held a call with representatives of Solsys, Greenberg Traurig and Canaccord to discuss the transaction process, proposed timing and certain terms regarding the transaction that had not been addressed in the term sheet. Also on April 10, representatives of Solsys held further calls with representatives of Misonix to conduct diligence on Misonix’s business.

On April 11, 2019, Misonix management and representatives of Jones Day conducted due diligence calls with Solsys management.

On April 13, 2019, representatives of Jones Day provided an initial draft of a definitive merger agreement to representatives of Greenberg Traurig reflecting the material terms agreed to by Misonix and Solsys in the term sheet. The draft merger agreement contemplated that 15% of the New Misonix shares issuable to Solsys’ unitholders would be placed in an escrow account for 18 months following the closing of the transaction as a source of recovery for indemnification owing from Solsys’ unitholders to Misonix.

Also on April 13, 2019, representatives of Misonix and representatives of Jones Day held a call with representatives of Solsys and representatives of Greenberg Traurig to conduct diligence on Solsys’ business.

On April 16, 2019, Mr. Dwyer held a call with representatives of SWK Holdings Corporation (“SWK”), a lender to Solsys, to discuss potential modifications to the terms of the loan provided by SWK to Solsys (the” SWK credit facility”).

On April 18, 2019, representatives of Misonix and representatives of Jones Day held calls with representatives of Solsys and representatives of Greenberg Traurig to conduct diligence on Solsys’ business.

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Also on April 18, 2019, representatives of Greenberg Traurig provided a revised draft of the merger agreement to representatives of Jones Day. The revised draft merger agreement contemplated that 10% of the New Misonix shares issuable to Solsys’ unitholders would be placed in an escrow account for 12 months following the closing of the transaction as a source of recovery for indemnification owing from Solsys’ unitholders to Misonix. The revised draft merger agreement also required Misonix to indemnify Solsys’ unitholders for damages resulting from breaches of Misonix’s representations and warranties and breaches of Misonix’s covenants. Later in the day, Messrs. Vizirgianakis and Dwyer and representatives of Jones Day held a call with Messrs. Staley and Staub, representatives of Greenberg Traurig and representatives from 1315 Capital and SV Health Investors to discuss the revised merger agreement.

On April 20, 2019, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Greenberg Traurig. The revised draft merger agreement contemplated that 12.5% of the New Misonix shares issuable to Solsys’ unitholders would be placed in an escrow account for 15 months following the closing of the transaction as a source for recovery for indemnification owing from Solsys’ unitholders. The revised draft merger agreement removed Misonix’s obligation to indemnify Solsys’ unitholders for damages resulting from breaches of Misonix’s representations and warranties and breaches of Misonix’s covenants; except that Solsys’ unitholders could pursue the recovery of damages arising from Misonix’s fraud or intentional breach of the merger agreement prior to the closing of the transaction.

On April 22, 2019, Mr. Dwyer and representatives of BDO, USA LLP, as tax advisor to Misonix, held a call with representatives of Solsys, representatives of 1315 Capital and representatives of SV Health Investors to conduct diligence on Solsys’ business.

On April 23, 2019, representatives of Misonix and representatives of Jones Day held a call with representatives of Solsys, representatives of Greenberg Traurig, a representative of 1315 Capital and a representative of SV Health Investors to discuss the terms of the merger agreement. Also on April 23, 2019, representatives of Misonix and representatives of Jones Day held calls with representatives of Solsys, representatives of Greenberg Traurig and Solsys’ outside intellectual property counsel to conduct further diligence on Solsys’ business. Later that day, Mr. Dwyer spoke with representatives of SWK regarding potential modifications to the SWK credit facility in connection with the transaction, which modifications included an increase in the amount available under the facility from $20.0 million to $25.0 million, lowering the effective interest rate on any amounts outstanding thereunder and modifying certain restrictive covenants. Misonix and representatives of SWK continued to discuss potential modifications to the SWK credit facility from April 23, 2019 to April 28, 2019.

On April 23, 2019, the Solsys board of managers held a meeting during which the key terms of the draft merger agreement were discussed.

On April 24, 2019, representatives of Greenberg Traurig provided a revised draft of the merger agreement to representatives Jones Day. The revised draft merger agreement provided that 12.5% of the shares of Misonix common stock issuable to Solsys’ unitholders would be placed in an escrow account, but for only 12 months following the closing of the transaction as a source for recovery for indemnification owing from Solsys’ unitholders to Misonix. The revised draft also reinserted the requirement that Misonix indemnify Solsys’ unitholders for damages resulting from breaches of Misonix’s representations and warranties and breaches of Misonix’s covenants.

On April 24, 2019, Mr. Dwyer and representatives of BRG held a call with Mr. Staley to further discuss the Solsys projections.

On April 24, 2019, representatives from Jones Day held a call with representatives from Holland & Knight LLP (“Holland & Knight”), counsel to SWK, to discuss potential structures for the post-merger SWK credit facility. Holland & Knight provided to Jones Day the existing SWK credit facility loan documentation as well as

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a draft of a proposed fifth amendment to immediately increase the existing SWK credit facility by $2.5 million with an additional $2.5 million available for the following six months if Solsys raised $4 million in equity or subordinated debt. After reviewing the existing SWK credit facility loan documents, Jones Day emailed Holland & Knight with a proposed structure for the post-merger SWK credit facility.

Also on April 24, 2019, representatives of Jones Day provided to representatives of Greenberg Traurig proposed forms of employment agreements to be entered into between each of Mr. Staley, Mr. Staub and Dr. Masturzo and New Misonix in connection with the execution of the definitive merger agreement and to become effective upon the completion of the transaction. The employment agreements provided that each executive’s base salary would remain the same as was currently in effect prior to the execution of the merger agreement, that each executive would receive performance bonuses and equity grants solely at the discretion of the New Misonix board of directors, and that upon a termination of their employment without cause or a termination by the executive for good reason, each executive would receive severance equal to 12 months base salary and continuation of benefits for such period, in the case of Messrs. Staley and Staub, and six months in the case of Dr. Masturzo. Representatives of Jones Day also provided to representatives of Greenberg Traurig, forms of non-competition agreements to be executed by each of Mr. Staley, Mr. Staub and Dr. Masturzo that would prevent them from competing with New Misonix for a period of five years.

On April 25, 2019, the Misonix board of directors held a meeting to review the terms and conditions of the proposed transaction with Solsys. Members of Misonix’s management, representatives of Jones Day and representatives of J.P. Morgan were also present. At that meeting, representatives of Jones Day reviewed the fiduciary duties of the Misonix board in determining whether to enter into the transaction with Solsys and the principal terms of the definitive merger agreement under discussion by Misonix and Solsys. At the conclusion of the meeting, the Misonix board directed Misonix management to pursue an indemnification arrangement where the escrow account would be held for 15 months following the closing of the transaction and that Misonix would not be required to indemnify Solsys’ unitholders for damages resulting from breaches of Misonix’s representations and warranties and breaches of Misonix’s covenants; except that Solsys’ unitholders could pursue the recovery of damages arising from Misonix’s fraud or intentional breach of the merger agreement prior to the closing of the transaction.

On April 25, 2019, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Greenberg Traurig, which reflected the instructions provided by the Misonix board.

On April 26, 2019, representatives from Jones Day held a call with representatives from Holland & Knight to discuss the proposed structure for the post-merger SWK credit facility and Holland & Knight agreed that SWK would execute a binding commitment letter (the “SWK commitment letter”), under which SWK would agree to provide the post-merger SWK credit facility in the form of an attached amended and restated credit agreement (the “SWK restated credit agreement”).

Also on April 26, 2019, Misonix management provided updates reflecting immaterial changes to various metrics reflected in the Misonix projections and the Solsys projections previously provided to BRG and J.P. Morgan, for purposes of preparing their respective analyses of the transactions.

On April 27, 2019, representatives of Greenberg Traurig provided a revised draft of the merger agreement to representatives Jones Day, which accepted that the escrow account would be held for 15 months following the closing of the transaction but reinserted Misonix’s obligation to indemnify Solsys’ unitholders for damages resulting from breaches of Misonix’s representations and warranties and breaches of Misonix’s covenants.

On April 28, 2019, the Misonix board of directors held a meeting to review the terms and conditions of the proposed transaction with Solsys. Members of Misonix’s management, representatives of J.P. Morgan and representatives of Jones Day were also present. At that meeting, representatives of J.P. Morgan provided a presentation including financial analyses of the transactions based on the Misonix projections and the Solsys

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projections. Misonix management then provided a summary of its and its advisors’ due diligence on Solsys and representatives of Jones Day provided an update on the status of the material terms of the merger agreement. The Misonix board directed management to continue to negotiate such that Misonix would not indemnify Solsys’ unitholders.

On April 29, 2019, SWK provided a draft of the SWK restated credit agreement, which included revised terms that had been discussed with members of Misonix management. From April 29, 2019 until May 2, 2019, representatives of Jones Day discussed with counsel for SWK the terms of a binding commitment letter to be provided by SWK in connection with the transaction.

On April 29, 2019, Misonix management, representatives of Jones Day, Solsys management and representatives of Greenberg Traurig had a telephonic meeting to discuss open items with respect to the merger agreement.

On April 30, 2019, Mr. Vizirgianakis had a telephonic meeting with Mr. Staley regarding certain items being discussed by the parties relating to the merger agreement. During the conversation, Mr. Staley agreed that Misonix would not be obligated to indemnify Solsys’ unitholders, except that Solsys’ unitholders could pursue the recovery of damages arising from Misonix’s fraud or intentional breach of the merger agreement prior to the closing of the transaction.

Also on April 30, 2019, SWK provided Misonix with a draft of the SWK commitment letter.

On May 1, 2019, representatives of Jones Day provided a revised draft of the merger agreement to representatives of Greenberg Traurig. Later that day, representatives of Misonix and representatives of Jones Day held a call with representatives of Solsys and representatives of Greenberg Traurig to discuss the merger agreement.

Also on May 1, 2019, Holland & Knight provided drafts of the SWK commitment letter and SWK restated credit agreement to Jones Day. Representatives of Jones Day and Misonix held various calls and exchanged emails with representatives of Holland & Knight to discuss the terms of the proposed drafts.

Also on May 1, 2019, representatives of Misonix, and Messrs. Staley and Staub and Dr. Masturzo finalized the terms of their employment arrangements to be entered into with New Misonix, as further described under “ Ancillary Agreements – Description of Employment Agreements ” beginning on page [●]. The parties also finalized the terms of the non-competition agreements, providing that each executive would not be permitted to compete with New Misonix for a period of two and a half years.

On May 2, 2019, representatives of Jones Day and Holland & Knight continued to negotiate and finalize the terms of the SWK commitment letter and SWK restated credit agreement, which were subsequently finalized and signed.

On May 2, 2019, representatives of Jones Day and representatives of Greenberg Traurig exchanged revised drafts of the merger agreement.

Also on May 2, 2019, the Solsys board of managers held a meeting. Members of Solsys’ management, representatives of Canaccord, representatives of Greenberg Traurig, and a representative of 1315 Capital were also present. The terms and conditions of the proposed transactions with Misonix were reviewed and discussed. The Solsys board of managers, with the advice and assistance of representatives of Canaccord, Greenberg Traurig and Solsys’ management, evaluated and discussed the terms of the merger agreement and the transactions contemplated thereby, including the factors described below in the section titled “Solsys’ Reasons for the Transactions.” After discussion and consideration of the financial and other information presented, the Solsys board of managers adopted resolutions approving the transfer of Solsys units and/or equity interests of

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Solsys as contemplated by the merger agreement and approving the merger agreement, the execution and delivery of the merger agreement and, subject to receipt of the requisite approval of the members of Solsys, the consummation of the Solsys Merger and the other transactions contemplated by the merger agreement to which Solsys is a party and the performance of Solsys’ obligations under the merger agreement. In addition, the Solsys board of managers reviewed and discussed the terms and conditions of the SWK credit facility increase, and after due consideration and discussion, the Solsys board of managers adopted resolutions approving the SWK credit facility increase and approving the execution of the applicable documents.

Also on May 2, 2019, the Misonix board held a meeting to review the terms and conditions of the proposed transaction with Solsys. Members of Misonix’s management, representatives of J.P. Morgan, representatives of BRG and representatives of Jones Day were also present. The Misonix board discussed the terms of the merger agreement and determined that Misonix had satisfactorily addressed each of the matters related to the merger agreement that were previously raised by the Misonix board. Following additional discussion by the Misonix board, representatives of BRG rendered to the Misonix board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated May 2, 2019, to the effect that, based upon and subject to the factors, assumptions, limitations, qualifications and conditions set forth in that opinion, the merger consideration to be issued to Solsys’ unitholders pursuant to the merger agreement was fair, from a financial point of view, to Misonix’s shareholders. The Misonix board, with the advice and assistance of representatives of J.P. Morgan, Jones Day and Misonix’s management, then evaluated and discussed the terms of the merger agreement and the transactions contemplated thereby, including the factors described below in the section titled “Misonix’s Reasons for the Transactions and Recommendation of Misonix’s Board of Directors.” After discussion and consideration of the financial and other information presented, the Misonix board (with, as indicted above, Patrick McBrayer having recused himself due to a potential conflict of interest) determined that the merger agreement, the Misonix merger, the Solsys merger, the issuance of the New Misonix shares to be issued as consideration for the Solsys merger, and the consummation of the transactions contemplated thereby were advisable and fair to, and in the best interests of, Misonix and its shareholders.

Later in the day on May 2, 2019, Misonix, Solsys, New Misonix and the other parties to the merger agreement executed the merger agreement and related documents. SWK also signed a binding commitment letter in favor of Solsys and Misonix to, subject to the terms and conditions of the commitment letter and upon completion of the transaction, increase the available borrowing under Solsys’ current loan facility with SWK, provide that New Misonix will become the borrower under the loan facility, reduce the interest rate payable on outstanding indebtedness and modify certain borrower covenants included in the loan facility.

On May 2, 2019, Misonix issued a press release announcing the execution of the merger agreement.

Misonix’s Reasons for the Transactions and Recommendation of Misonix’s Board

At its meeting on May 2, 2019, following presentations by Misonix’s management, its legal counsel and BRG, the members of the Misonix board (with Mr. McBrayer abstaining) (a) determined that the merger agreement, the Misonix merger, the issuance of shares of New Misonix common stock in the Solsys Merger and the transactions are advisable, fair to, and in the best interests of, Misonix and the Misonix shareholders, (b) approved and adopted the merger agreement and the transactions, and (c) recommended that the Misonix shareholders vote (i) “ FOR ” the Misonix Share Issuance Proposal, (ii) “ FOR ” the Misonix Merger Proposal and (iii) “ FOR ” the Misonix Adjournment Proposal. Following the execution of the merger agreement, the Misonix board determined that the New Misonix Charter Amendments Proposal is in the best interests of Misonix shareholders and recommends that you vote “ FOR ” the New Misonix Charter Amendments Proposal.

In its evaluation of the merger agreement and the transactions, the Misonix board consulted with Misonix’s management, as well as legal and financial advisors to Misonix, and considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Misonix and the Misonix

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shareholders. The Misonix board believed that, taken as a whole, the following factors supported its decision to approve the proposed merger (which are not in any relative order of importance):

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The Misonix board weighed the foregoing advantages and benefits against a variety of potentially negative factors, including:

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The Misonix board concluded that the potentially negative factors associated with the transactions were significantly outweighed by the potential benefits that it expected Misonix and the Misonix shareholders would achieve as a result of the transactions. Accordingly, the Misonix board determined that the merger agreement and the transactions, are advisable, fair to, and in the best interests of, Misonix and the Misonix shareholders.

In addition, the Misonix board was aware of and considered the interests that Misonix’s directors and executive officers may have with respect to the transactions that could differ from, or are in addition to, their interests as shareholders of Misonix generally, as described under “ Interests of Misonix’s Directors and Executive Officers in the Transactions ” beginning on page [●].

The foregoing discussion of the information and factors considered by the Misonix board is not exhaustive, but Misonix believes it includes all the material factors considered by the Misonix board. In view of the wide variety of factors considered in connection with its evaluation of the transactions and the complexity of these matters, the Misonix board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Misonix board viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. After considering this information, the Misonix board unanimously approved the merger agreement and the transactions, and recommended that the Misonix shareholders approve the merger agreement.

This explanation of Misonix’s reasons for the transactions and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “ Cautionary Statements Regarding Forward-Looking Statements ” beginning on page [●].

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Interests of Misonix’s Directors and Officers in the Transactions

In considering whether to approve the Misonix Merger Proposal, Misonix shareholders should be aware that certain of Misonix’s’ executive officers and directors may have interests in the transactions that are different from, or in addition to, those of Misonix’s shareholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. The Misonix board was aware of these interests during its deliberations on the merits of the transactions. These interests are described below.

Designated Directors

Upon the completion of the transactions, Misonix will be entitled to designate three directors to the New Misonix board, which directors have not yet been determined at this time.

Employment of Executive Officers

Upon the completion of the transactions, the current officers of Misonix will hold the same position and title at New Misonix as they currently hold at Misonix, including that Mr. Stavros Vizirgianakis, will become the Chief Executive Officer of New Misonix, Mr. Joseph Dwyer, will become the Chief Financial Officer of New Misonix and Ms. Sharon Klugewicz will become the Chief Operating Officer of New Misonix.

Treatment of Equity Awards

Upon the completion of the transactions, each option to purchase Misonix common stock outstanding immediately prior to such time will be assumed by New Misonix and become an option to purchase the same number of shares of New Misonix common stock. In addition, each restricted share of Misonix common stock and rights of any kind to receive shares of Misonix common stock or benefits measured, in whole or in part, by the value of shares of Misonix common stock, will be assumed by New Misonix and become an award on the same terms and conditions. For a discussion of the conversion of Misonix equity awards, see “ The Agreement and Plan Of Merger – Treatment of Misonix Stock Options and Other Stock-Based Awards .”

Solsys’ Reasons for the Transactions

Solsys’ board of managers adopted resolutions approving the transfer (if any) of Solsys units and/or equity interests of Solsys as contemplated by the merger agreement and approving the merger agreement, the execution and delivery of the merger agreement and, subject to receipt of the requisite approval of the members of Solsys, the consummation of the Solsys Merger and the other transactions contemplated by the merger agreement to which Solsys is a party and the performance of Solsys’ obligations under the merger agreement. In adopting such resolutions, the Solsys board of managers considered many factors, consulted with Solsys’ senior management and legal advisors, reviewed a significant amount of information and considered a number of factors. In particular, the Solsys board of managers considered that the consummation of the Solsys Merger and the other transactions contemplated by the merger agreement to which Solsys is a party require the consent of Solsys’ members under the current operating agreement of Solsys and Delaware law and the Solsys Support Agreement entered into by certain unitholders of Solsys. Pursuant to the Solsys Support Agreement, the Solsys unitholders party thereto agreed to, among other things and subject to the terms of the Support Agreement, vote or consent to the approval of the merger agreement, the consummation of the Solsys Merger, and the other transactions contemplated by the merger agreement. The Solsys unitholders party to the Solsys Support Agreement constitute 100% of the outstanding Solsys Series E preferred units and approximately 13.49% of the outstanding Solsys common units, Series A preferred units, Series B preferred units, Series C preferred units and Series D preferred units, taken together as a single class. The Solsys board of managers therefore concluded that the Support Agreement evidenced that the members of Solsys could conclude that the proposed transactions are likely to

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result in significant strategic and financial benefits to Solsys and its members, including the following positive and negative factors (not in any relative order of importance):

Positive Factors:

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Negative Factors :

The previous discussion of the information and factors considered by Solsys’ board of managers in adopting the resolutions described above is not exhaustive, but is intended to reflect the material factors considered by

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Solsys’ board of managers in its adoption of the resolutions described above. In view of the complexity, and the large number, of the factors considered, Solsys’ board of managers did not find it practicable, and did not attempt, to quantify or assign any relative or specific weight to the various factors; rather, the adoption of the resolutions described above was based on the totality of the information presented to and considered by the Solsys board of managers. In addition, individual members of the Solsys board of managers may have given different weight to different factors.

The previous discussion of the information and factors considered by Solsys’ board of managers is forward-looking in nature. This information should be read in light of the factors described under “Cautionary Statement Concerning Forward-Looking Statements” beginning on page [●] of this joint proxy and consent solicitation statement/prospectus.

Interests of Solsys’ Managers and Executive Officers in the Transactions

In considering whether to consent to the Solsys merger proposal, Solsys unitholders should be aware that certain of Solsys’ executive officers and managers may have interests in the transactions that are different from, or in addition to, those of Solsys’ unitholders generally. These interests may present such executive officers and managers with actual or potential conflicts of interest. The Solsys Board of Managers was aware of these interests during its deliberations on the merits of the transactions. These interests are described below.

Designated Directors

Upon the completion of the transactions, Solsys will be entitled to designate two directors to the New Misonix board, which directors will be Michael Koby and Paul LaViolette, both of whom are current managers of Solsys and affiliates of 1315 Capital Solsys, Inc. and SV-Solsys Inc. respectively.

Employment Agreements

Pursuant to the terms of employment agreements entered into concurrently with the merger agreement, upon the completion of the transactions, Allan Staley, the current Chief Executive Officer of Solsys, will serve as the President of New Misonix, Linwood Staub, the current President and Chief Operating Officer of Solsys, will serve as a Senior Vice President of New Misonix and Dr. Arti Masturzo, the current Chief Medical Officer of Solsys, will serve as the Chief Medical Officer of New Misonix. For a description of the employment agreements, see “ Ancillary Agreements – Description of the Employment Agreements .”

Accelerated Vesting of Series F Profits Interest Awards

Upon the completion of the transactions, the unvested portion of the Solsys Series F profits interest awards will become immediately vested. The number of shares of New Misonix common stock that will be issuable to the holders of Solsys Series F profits interest awards at closing will be based upon the price of Misonix common stock and number of Solsys outstanding units as of the closing date. As a result of the acceleration of the Solsys Series F profits interest awards, as of the closing price of Misonix common stock on the date the merger agreement was signed, Mr. Staley was entitled to receive approximately 52,152 shares of New Misonix common stock, Mr. Staub was entitled to receive approximately 44,702 shares of New Misonix common stock, and Ms. Masturzo was entitled to receive approximately 35,760 shares of New Misonix common stock. The actual allocation of New Misonix common stock to these individuals will be determined as of the closing date pursuant to the terms of the merger agreement.

Indemnification and Directors’ and Officers’ Insurance and Fiduciary Liability Insurance

For six years from the effective time of the Solsys Merger, New Misonix will, and will cause the Surviving Solsys to, indemnify the current and former managers and executive officers of Solsys to the same extent as provided under applicable law, Solsys’ operating agreement, and indemnification agreements, with respect to their activities on behalf of Solsys at or prior to the effective time of the Solsys Merger.

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In addition, prior to the effective time of the Solsys Merger, New Misonix will cause the Surviving Solsys to, and the Surviving Solsys will purchase a six-year $5.0 million prepaid non-cancellable directors’ and officers’ insurance and indemnification policy with respect to matters existing or occurring at or prior to the effective time of the Solsys Merger, covering, without limitation, the transactions contemplated by the merger agreement.

Opinion of Misonix’s Financial Advisor

Misonix engaged BRG to serve as an independent financial advisor to the Misonix board to provide an opinion as to the fairness, from a financial point of view, to the holders of Misonix common stock of the shares of New Misonix common stock to be issued as merger consideration to Solsys unitholders by New Misonix in the Solsys Merger.

In connection with the Solsys Merger, the Solsys units issued and outstanding immediately prior to the effectiveness of the Solsys Merger, including all Series A preferred units, Series B preferred units, Series C preferred units, Series D preferred units, Series E preferred units, Series F preferred units and common units (such units, together, the “Solsys Units,”) and Equity Appreciation Rights, with respect to common units and Equity Appreciation Rights with respect to Series F Units (the “Solsys EARs”, and together with the Solsys Units, the “Solsys Equity”, and the holders of Units and Solsys EARs, collectively, the “Solsys unitholders”), will be converted into the right to receive an aggregate of 5,703,082 fully-paid and non-assessable shares of New Misonix common stock, which we refer to as, the “Solsys Merger Consideration.” The Solsys Merger Consideration was calculated by Misonix and Solsys to provide the Solsys unitholders with an aggregate percentage of equity ownership of New Misonix of 36% (based on the fully-diluted number of shares of Misonix common stock outstanding as of two business days prior to the signing date) on a fully-diluted basis, utilizing the treasury share method. In connection with the Solsys Merger, shares of New Misonix common stock issuable as part of the Solsys Merger Consideration equal to an aggregate of approximately 12.5% of the Solsys Merger Consideration (the “Escrow Amount”) will be deposited into escrow pursuant to the terms of the merger agreement.

On May 2, 2019, a meeting of the Misonix board was held to evaluate the Solsys Merger. BRG rendered to the Misonix board an oral opinion, which was confirmed by delivery of the final written opinion dated May 2, 2019, to the effect that, as of that date and based on and subject to the matters described in its opinion the Solsys Merger Consideration to be issued by New Misonix in the Solsys Merger was fair, from a financial point of view, to the holders of Misonix common stock.

The full text of BRG’s written opinion, dated May 2, 2019, which describes the assumptions made, procedures followed, matters considered and limitations of the review undertaken, is attached to this joint proxy statement as Annex C and is incorporated into this joint proxy statement and prospectus by reference. BRG’s opinion was provided to the Misonix board in connection with its evaluation of the Solsys Merger Consideration from a financial point of view to the existing holders of Misonix’s common stock and does not address any other aspects or implications of the Solsys Merger or the underlying business decision of Misonix to effect the Solsys Merger, the relative merits of the Solsys Merger as compared to any alternative business strategies that might exist for Misonix or the effect of any other transactions in which Misonix might engage. BRG’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Solsys Merger.

In arriving at its opinion, BRG:

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In rendering its opinion, BRG assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BRG and upon the assurances of the management teams of Misonix and Solsys that they were not aware of any relevant information that was omitted or remained undisclosed to BRG. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with BRG relating to Misonix and Solsys, BRG was advised by the respective management teams of Misonix and Solsys, and BRG assumed, with Misonix’s consent, that the forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Misonix and Solsys, as the case may be, as to the future financial performance of Misonix and Solsys. With Misonix’s consent, BRG also assumed that the financial results reflected in such financial forecasts and other information and data would be realized in the amounts and at the times projected.

BRG further assumed, with Misonix’s consent, that the Solsys Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party approvals, consents, releases and waivers for the Solsys Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Misonix or the contemplated effect of the Solsys Merger. BRG also assumed, without independent verification, that (i) prior to the completion of the Solsys Merger, Solsys will have issued new Solsys Units in exchange for an amount of at least $7,000,000 in new capital received by Solsys between January 1, 2019 and the completion of the Misonix Merger, (ii) prior to the completion of the Solsys Merger, the SWK credit agreement shall have been amended to provide for an additional $10 million of available borrowings as compared to those available as of March 31, 2019, and an aggregate of not less than $25 million in borrowings, on a pro-forma combined basis following completion of the transactions, and (g) the full portion of the Solsys Merger Consideration constituting the Escrow Amount will be issued to the Solsys Unitholders. Misonix’s representatives advised BRG, and BRG also assumed, that the final terms of the merger agreement would not vary materially from those set forth in the draft reviewed by BRG or otherwise described to BRG. BRG did not make, and was not provided with, an independent evaluation or appraisal of the assets or liabilities, contingent or otherwise, of Misonix and Solsys, and BRG did not make any physical inspection of the properties

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or assets of Misonix and Solsys. In addition, BRG assumed, with Misonix’s consent, that there were no material undisclosed liabilities of Misonix and Solsys for which appropriate reserves or other provisions had not been made. BRG relied, without independent verification and with Misonix’s consent, upon the assessments of Misonix’s and Solsys’ management as to the ability of Misonix to consummate the Solsys Merger, the issuance of New Misonix common stock in the Solsys Merger and the other transactions related thereto.

BRG expressed no view as to, and its opinion did not address, the underlying business decision of Misonix to effect the Solsys Merger, the relative merits of the Solsys Merger as compared to any alternative business strategies that might exist for Misonix or the effect of any other transactions in which Misonix might engage. BRG’s opinion did not address any terms (other than the Solsys Merger Consideration as expressly specified in the opinion) or other aspects or implications of the Solsys Merger, including, without limitation, the form or structure of the Solsys Merger. BRG expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Solsys Merger, or any class of such persons, relative to the Solsys Merger Consideration. BRG’s opinion was necessarily based on information available to BRG, and financial, stock market and other conditions and circumstances existing and disclosed to BRG, as of the date of its opinion. The credit, financial and stock markets typically experience volatility, and BRG expressed no opinion or view as to any potential effects of any such volatility in the future on Misonix and Solsys or the contemplated benefits of the Solsys Merger. Except as described above, neither Misonix nor Solsys imposed other instructions or limitations on BRG with respect to the investigations made or procedures followed by BRG in rendering its opinion.

In preparing its opinion, BRG performed a variety of financial and comparative analyses, including those described below. The summary of these analyses is not a complete description of the analyses underlying BRG’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances; therefore, a financial opinion is not readily susceptible to summary description. BRG arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, BRG believes that its analyses must be considered as a whole, including the methodologies and assumptions underlying the analyses, and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of BRG’s financial analyses and the processes underlying its analyses and opinion.

In its analyses, BRG considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Misonix and Solsys. No company, business or transaction used in those analyses as a comparison is identical to Misonix and Solsys, and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions analyzed.

The estimates contained in BRG’s analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by BRG’s analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, BRG’s analyses are inherently subject to substantial uncertainty.

BRG understands that the Solsys Merger Consideration was determined through analyses performed by, and negotiations among, Misonix and their advisors and Solsys, and the decision to proceed with the Solsys Merger was solely that of the Misonix board. BRG’s opinion was only one of many factors considered by the Misonix

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board in their evaluation of the Solsys Merger and should not be viewed as determinative of the views of Misonix or its management with respect to the Solsys Merger or the Solsys Merger Consideration provided for in the merger agreement.

The following is a summary of the material financial analyses presented to the Misonix board in connection with BRG’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand BRG’s financial analyses, the tables must be read together with the text of each summary. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumption underlying the analyses, could create a misleading or incomplete view of BRG’s financial analyses.

BRG performed the following analyses to compare the Solsys Merger Consideration with the range of implied equity value as a percent of pro-forma equity value of New Misonix for each indication. The pro-forma equity value of New Misonix in this analysis included Misonix’s equity value based on a 20-day volume weighted average price (“VWAP”) and Misonix’s fully diluted shares outstanding as of April 30, 2019 and the implied equity value for Solsys, as provided by Misonix management.

SOLSYS

Discounted Cash Flow Analysis

BRG performed a discounted cash flow (“DCF”) analysis of Solsys, by estimating the present values as of April 30, 2019 of the unlevered, after-tax projected free cash flows for the fiscal year ending December 31, 2019 through the fiscal year ending December 31, 2029, based on the Solsys projections for the fiscal years ending December 31, 2019 through December 31, 2021, further discussed on page [●], and reviewed by Misonix’s management, which projections were then extended by BRG through December 31, 2029 based on key operating assumptions and key cash flow items provided by Solsys’ management. BRG utilized discount rates from 13.0% to 15.0% reflecting BRG’s estimates of Solsys’ weighted average cost of capital (“WACC”). BRG estimated the discount rates by application of the Capital Asset Pricing Model (“CAPM”), which uses inputs such as a company’s (i) target capital structure, (ii) cost of debt, (iii) tax rate and (iv) beta and financial metrics reflecting the broader financial markets. The estimated terminal value for Solsys was calculated by applying a perpetuity growth rate range between 2.5% and 3.5% to the estimated terminal unlevered after-tax projected free cash flow of Solsys. The perpetuity growth rate was estimated by BRG utilizing its professional judgment and experience, taking into account Solsys’ forecasts and market expectations regarding long-term real growth in the industry. The present values of the interim cash flows were then added to the present value of the terminal value to estimate the enterprise value of Solsys. BRG then calculated a range of implied equity values for Solsys by making the following adjustments to Solsys’ estimated enterprise value: (i) adding pro-forma cash as of June 30, 2019, (ii) adding the present value of net operating losses, and (iii) subtracting pro-forma debt as of the completion of the Solsys Merger, which was provided by Misonix management and assumes (a) additional pro-forma borrowings as of the completion of the Solsys Merger of $5 million under the SWK credit agreement and (b) additional borrowings of approximately $2 million under Solsys’ revolving credit facility as of June 30, 2019. BRG subsequently confirmed on May 2, 2019 that there were no material changes to the DCF analysis originally performed as of April 30, 2019. This analysis indicated a Solsys implied equity reference range of approximately $96.0 million to $123.3 million, and, based on 10,138,812 fully diluted shares of Misonix common stock and the 20 day VWAP of $17.88, the implied equity ownership of the Solsys unitholders as compared to the ownership implied by the Solsys Merger Consideration is shown below:

As indicated above, Misonix calculated the Solsys Merger Consideration to provide Solsys unitholders with 36% of the aggregate number of shares of New Misonix common stock, based on the 20 day VWAP of Misonix

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common stock of $17.88 and the fully-diluted number of shares of Misonix common stock outstanding immediately prior to the execution of the merger agreement.

Selected Public Companies Analysis

BRG performed a selected publicly-traded companies analysis of Solsys in which BRG reviewed financial and stock market information and selected six publicly-traded companies in the wound care industry with operations in the United States and United Kingdom. These companies were:

BRG reviewed, among other things, the enterprise values of the selected companies (calculated as equity value based on closing stock prices on April 30, 2019 plus debt, less cash and other adjustments) as a multiple of LTM revenues and fiscal year 2019 estimated revenues as shown below. BRG’s analysis of the selected companies identified a subset of the selected companies, AxoGen, Inc., Cryolife, Inc., Vericel Corporation and Zynex, Inc. as more similar to Solsys in terms of market capitalization and growth profile (“Small Cap Companies”). BRG also noted that the implied revenues multiple for Convatec Group Plc appeared to be an outlier, therefore, BRG selected a range of implied revenues multiples excluding this company. Publicly available information regarding the selected public companies was obtained from SEC filings, CapitalIQ (a data source containing historical and estimated financial data), and other publicly available information as shown below:

The financial data of Solsys was based on internal estimates of Solsys’ management team and its historical performance. BRG made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics of Solsys and the selected public companies and selected a range of LTM and fiscal 2019 revenue multiples of 2.6x to 8.5x and 2.6x to 6.4x, respectively, based on all of the selected companies and 4.8x to 8.5x and 4.1x to 6.4x, respectively, based on the Small Cap Companies to derive an implied range of enterprise values of Solsys.

BRG then calculated a range of implied equity values for Solsys by making the following adjustments to Solsys’ estimated range of enterprise values: (i) adding pro-forma cash as of June 30, 2019 and (ii) subtracting pro-forma debt as of the completion of the Solsys Merger, which was provided by Misonix management and assumes (a) additional pro-forma borrowings as of the completion of the Solsys Merger of $5 million under the SWK Credit Facility and (b) additional borrowings of approximately $2 million under the revolving credit

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