UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 16, 2016 (September 15, 2016)

 

  MISONIX, INC.  
  (Exact name of registrant as specified in its charter)  

 

New York   1-10986   11-2148932
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)     Identification No.)

 

1938 New Highway, Farmingdale, NY 11735
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (631) 694-9555

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 15, 2016, MISONIX, INC. (the “Company”) received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company, as a result of not filing its Annual Report on Form 10-K (“10-K”) on September 13, 2016 and disclosing that the Company likely will not be able to file the 10-K within the 15-day extension period provided in Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended, was not in compliance with Listing Rule 5250(c)(1) of the Nasdaq Listing Rules (the “Rules”) for continued listing.

 

Under the Rules, the Company has until November 14, 2016 to submit a plan to Nasdaq to regain compliance and if Nasdaq accepts such plan, Nasdaq can grant an exception until March 13, 2017 to regain compliance. If Nasdaq does not accept the Company’s plan, the Company has the opportunity to appeal such decision to a Nasdaq Hearings Panel.

 

At this time, this notification has no effect on the listing of the Company’s common stock on The Nasdaq Global Market.

 

The Company will submit a plan to regain compliance to Nasdaq as soon as practicable.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On September 15, 2016, the Company and Richard A. Zaremba, Senior Vice President – Finance, entered into a letter agreement (the “Zaremba Agreement”) which provides that in the event (i) Mr. Zaremba’s employment with the Company is terminated by the Company on or before September 15, 2018 for any reason other than for Cause (as defined in the Zaremba Agreement), the Company will pay him a one-time additional compensation equal to twelve (12) months annual base salary and (ii) of a Change in Control of Misonix (as defined in the Zaremba Agreement) and his employment by the Company or the acquiring company ceases (x) involuntarily or (y) voluntarily in accordance with the terms of the Zaremba Agreement, Mr. Zaremba will be entitled to a one-time additional compensation equal to twelve (12) months annual base salary.

 

The Zaremba Agreement contains standard provisions regarding (i) execution of a release and covenant not to sue; (ii) cooperation; (iii) confidentiality; (iv) non-competition; (v) non-solicitation; and (vi) non-disparagement.

 

On September 15, 2016, the Company and Robert S. Ludecker, Senior Vice President, Global Sales and Marketing, entered into a letter agreement (the “Ludecker Agreement”) which provides that in the event (i) Mr. Ludecker’s employment with the Company is terminated by the Company on or before September 15, 2018 for any reason other than for Cause (as defined in the Ludecker Agreement), the Company will pay him a one-time additional compensation equal to twelve (12) months annual base salary and (ii) of a Change in Control of Misonix (as defined in the Ludecker Agreement) and his employment by the Company or the acquiring company ceases (x) involuntarily or (y) voluntarily in accordance with the terms of the Ludecker Agreement, Mr. Ludecker will be entitled to a one-time additional compensation equal to twelve (12) months annual base salary.

 

The Ludecker Agreement contains standard provisions regarding (i) execution of a release and covenant not to sue; (ii) cooperation; (iii) confidentiality; (iv) non-competition; (v) non-solicitation; and (vi) non-disparagement.

 

  2  

 

 

The foregoing descriptions of the Zaremba Agreement and the Ludecker Agreement are qualified in their entirety by reference to the full text of such documents which documents are Exhibits 10.25 and 10.26, respectively, to this Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 10.25 Letter Agreement, dated September 15, 2016, by and between MISONIX, INC. and Richard A. Zaremba.

 

Exhibit 10.26 Letter Agreement, dated September 15, 2016, by and between MISONIX, INC. and Robert S. Ludecker.

 

Exhibit 99.1 Press Release of MISONIX, INC., dated September 16, 2016.

 

  3  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 16, 2016   MISONIX, INC.
         
      By: /s/ Stavros G. Vizirgianakis
        Stavros G. Vizirgianakis
        Interim Chief Executive Officer

 

  4  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
Exhibit 10.25   Letter Agreement, dated September 15, 2016, by and between MISONIX, INC. and Richard A. Zaremba.
     
Exhibit 10.26   Letter Agreement, dated September 15, 2016, by and between MISONIX, INC. and Robert S. Ludecker.
     
Exhibit 99.1   Press Release of MISONIX, INC., dated September 16, 2016

   

  5  

 

 

Exhibit 10.25

 

MISONIX, INC.

1938 New Highway

Farmingdale, New York 11735

 

  September 15, 2016
   
Mr. Richard A. Zaremba  
c/o MISONIX, INC.  
1938 New Highway  
Farmingdale, New York 11735  

 

Dear Richard:

 

I refer to the letter agreement, dated November 14, 2011 (the “Original Letter Agreement”), by and between you and MISONIX, INC. ("Misonix"). In recognition of your past service to Misonix and as consideration for your future service to Misonix as Senior Vice President, Finance, the Board of Directors of Misonix (the “Board”) has authorized a modification to the Original Letter Agreement to provide that you will be entitled to a payment in the event your employment is terminated other than for Cause (as defined below) in addition to the change-in-control payment provided for by the Original Letter Agreement. Accordingly, we hereby agree with you as follows:

 

1. The Original Letter Agreement is hereby restated in its entirety.

 

2. In the event your employment with Misonix is terminated by Misonix on or before September 15, 2018 for any reason other than for Cause, Misonix will pay you a one-time additional compensation in an amount equal to twelve (12) months annual base salary. Such additional compensation will be paid to you less all required withholding deductions, payable in accordance with Misonix’s regular payroll schedule (the “Termination Payment”). For purposes of this letter agreement, “Cause” shall mean failure, in the determination of the Board, to perform your responsibilities in any material respect as assigned to you after the date hereof by Misonix’s Chief Executive Officer which failure has not been corrected by you, in the determination of the Board, within ten (10) days after written notice from or on behalf of the Board of such failure.

 

3. Payment of the Termination Payment is contingent upon your (i) executing a standard waiver and release in favor of Misonix and (ii) agreeing to a standard covenant not to sue Misonix and its officers, directors and related parties, each at the time of the termination for Cause.

 

4. During the period in which the Termination Payment is being made, you shall, upon reasonable notice, reasonably cooperate with Misonix, without requirement of compensation to you, with respect to any claim, dispute, litigation, inquiry, investigation or proceeding concerning any matter with which you were involved while working for Misonix; provided, however, that you may be advised in connection with such cooperation, at your expense, with respect to any matter in which you and Misonix have conflicting interests, as determined by your counsel.

 

 

 

 

Mr. Richard A. Zaremba

September 15, 2016

Page 2

 

5. (a)         During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall keep strictly confidential all non-public proprietary information which you obtained during the course of your employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Misonix which shall remain Misonix's exclusive property and you shall not disclose the same, except to the extent that the same is then: (i) publicly available without any act of you through a party not violating its obligations to Misonix; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. You further agree that immediately upon the termination of your employment, you will surrender and deliver to Misonix all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Misonix's Business (as defined below) and customers and suppliers of Misonix, and (2) all of Misonix's personal and physical property.

 

(b)        During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not compete, directly or indirectly, with Misonix in (i) Misonix's Business or (ii) such other business as in the reasonable opinion of the Board is a competitor of Misonix.

 

(c)        During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not, alone or with others, directly or indirectly: (i) solicit for your benefit or the benefit of any person or organization other than Misonix, the employment or other services of any executive or consultant of Misonix; or (ii) solicit for your benefit or the benefit of any person or organization other than Misonix, the employment of any executive of any customer of Misonix, to compete in an area of (x) Misonix’s Business or (y) such other business as in the reasonable opinion of the Board is a competitor of Misonix.

 

(d)        For purposes of this letter agreement, “Misonix’s Business” shall mean the business of developing, manufacturing and/or marketing therapeutic ultrasonic instruments for spine surgery, neurosurgery and other surgical specialties.

 

6. In the event of a termination of your employment, you agree that you will not disparage or encourage or induce others to disparage Misonix (which, for purposes of this paragraph 6, is defined to include Misonix and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, shareholders, members, directors, officers, employees, agents and attorneys, whether past, present or future). Notwithstanding the foregoing, the obligations pursuant to the preceding sentence shall not apply with respect to any person or entity that disparages, or encourages or induces others to disparage you. Misonix agrees that neither it nor any affiliated company, parent company or subsidiary, each of their respective predecessors, affiliates, or assigns, will authorize any person to disparage or encourage or induce others to disparage you, and the Company shall instruct the members of the Board and its management team not to disparage you. The provisions of this paragraph 6 shall not apply with respect to any statement made in connection with any litigation or governmental investigation, or with any filing required by law.

 

 

 

 

Mr. Richard A. Zaremba

September 15, 2016

Page 3

 

7. (a)        After a Change in Control of Misonix (as defined under subparagraphs 7 (b) and (c) below), you shall be entitled to a one-time additional compensation in an amount equal to a payment of twelve (12) months annual base salary. Such additional compensation will be paid to you in a lump sum within sixty (60) days after the date such Change in Control of Misonix takes effect and your employment by Misonix or the acquiring company ceases (i) involuntarily on your part or (ii) voluntarily on your part if you have suffered (x) a significant diminution in your material duties and responsibilities without your express prior written consent, (y) a reduction in your annual base salary or (z) a relocation to a facility or location more than fifty (50) miles from the address of Misonix’s headquarters office as of the effective date of this letter agreement.

 

(b)        A “Change in Control of Misonix” shall be deemed to have occurred in the event (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of such "persons", without the consent of the Board, is or becomes a "beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Misonix representing 50% or more of the combined voting power of our then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by shareholders of Misonix of less than 60% of the voting securities of the resulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity.

 

(c)        Notwithstanding anything in the foregoing to the contrary, no Change of Control of Misonix shall be deemed to have occurred for purposes of this Agreement requiring payment to you of the compensation referred to in subparagraph 7(b) by virtue of (i) any transaction which results in you or a group of persons which includes you, acquiring, directly or indirectly, 30% or more of any class of voting securities of Misonix, or (ii) if you continue in the employ of Misonix or the acquiring company more than nine (9) months following the occurrence of an event which would otherwise constitute a Change of Control of Misonix.

 

8. This letter agreement and any and all claims, controversies or disputes (including, without limitation, contract, tort and statutory claims and counterclaims) arising under, relating in any way to, or in any way connected with (a) this letter agreement (including, without limitation, any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination), or (b) the interpretation and enforcement of the rights and duties of the parties (whether or not in connection with this Agreement), shall be governed by and construed solely in accordance with the laws of the State of New York without giving effect to any choice or conflict of laws principle or rule (whether of the State of New York or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the substantive laws of the State of New York. The parties hereby irrevocably agree that any federal or state court located in the State of New York, county of New York shall have exclusive jurisdiction in relation hereto.

 

 

 

Mr. Richard A. Zaremba

September 15, 2016

Page 4

 

9. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when hand-delivered or sent over night by a nationally recognized courier service as follows: If to Misonix : MISONIX, INC., 1938 New Highway, Farmingdale, NY 11735, Att: Chief Executive Officer, with a copy to Joel I. Frank, Esq., Wilk Auslander LLP, 1515 Broadway, New York NY 10036. If to you : Richard A. Zaremba, 10 Warwick Lane, Bay Shore, NY 11706.

 

10. This letter agreement, together with Misonix’ current Employee Manual and other items, form a complete and exclusive statement covering the terms of your employment with Misonix. Misonix is an at-will employer. This at-will employment relationship cannot be changed except in a writing signed by the Chairman or the Chief Executive Officer of Misonix. Nothing contained herein shall modify the at-will nature of your employment by Misonix and does not create a contract, either express or implied, to remain in Misonix’s employ.

 

Kindly evidence your agreement with the foregoing by signing and returning the enclosed duplicate copy of this letter agreement.

 

  Sincerely,
   
  MISONIX, INC.
     
  By: /s/ Stavros G. Vizirgianakis
    Stavros G. Vizirgianakis
    Interim Chief Executive Officer

 

ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE:
   
/s/ Richard A. Zaremba  
Richard A. Zaremba  

   

 

 

Exhibit 10.26

 

MISONIX, INC.

1938 New Highway

Farmingdale, New York 11735

 

September 15, 2016

 

Mr. Robert S. Ludecker

c/o MISONIX, INC.

1938 New Highway

Farmingdale, New York 11735

 

Dear Scott:

 

In recognition of your past service to MISONIX, INC. ("Misonix") and as consideration for your future service to Misonix as Senior Vice President, Global Sales and Marketing, the Board of Directors of Misonix (the “Board”) has authorized a payment to you in the event (i) your employment is terminated other than for Cause (as defined below) or (ii) of a Change in Control of Misonix (as defined below). Accordingly, we hereby agree with you as follows:

 

1. In the event your employment with Misonix is terminated by Misonix on or before September 15, 2018 for any reason other than for Cause, Misonix will pay you a one-time additional compensation in an amount equal to twelve (12) months annual base salary. Such additional compensation will be paid to you less all required withholding deductions, payable in accordance with Misonix’s regular payroll schedule (the “Termination Payment”). For purposes of this letter agreement, “Cause” shall mean failure, in the determination of the Board, to perform your responsibilities in any material respect as assigned to you after the date hereof by Misonix’s Chief Executive Officer which failure has not been corrected by you, in the determination of the Board, within ten (10) days after written notice from or on behalf of the Board of such failure.

 

2. Payment of the Termination Payment is contingent upon your (i) executing a standard waiver and release in favor of Misonix and (ii) agreeing to a standard covenant not to sue Misonix and its officers, directors and related parties, each at the time of the termination for Cause.

 

3. During the period in which the Termination Payment is being made, you shall, upon reasonable notice, reasonably cooperate with Misonix, without requirement of compensation to you, with respect to any claim, dispute, litigation, inquiry, investigation or proceeding concerning any matter with which you were involved while working for Misonix; provided, however, that you may be advised in connection with such cooperation, at your expense, with respect to any matter in which you and Misonix have conflicting interests, as determined by your counsel.

 

     

 

 

Mr. Robert S. Ludecker

September 15, 2016

Page 2

 

4. (a)          During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall keep strictly confidential all non-public proprietary information which you obtained during the course of your employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Misonix which shall remain Misonix's exclusive property and you shall not disclose the same, except to the extent that the same is then: (i) publicly available without any act of you through a party not violating its obligations to Misonix; or (ii) required to be disclosed under the laws of the United States or any state in any judicial or administrative proceeding. You further agree that immediately upon the termination of your employment, you will surrender and deliver to Misonix all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Misonix's Business (as defined below) and customers and suppliers of Misonix, and (2) all of Misonix's personal and physical property.

 

(b)          During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not compete, directly or indirectly, with Misonix in (i) Misonix's Business or (ii) such other business as in the reasonable opinion of the Board is a competitor of Misonix.

 

(c)          During the period in which payment of the Termination Payment is being made, you covenant and agree that you shall not, alone or with others, directly or indirectly: (i) solicit for your benefit or the benefit of any person or organization other than Misonix, the employment or other services of any executive or consultant of Misonix; or (ii) solicit for your benefit or the benefit of any person or organization other than Misonix, the employment of any executive of any customer of Misonix, to compete in an area of (x) Misonix’s Business or (y) such other business as in the reasonable opinion of the Board is a competitor of Misonix.

 

(d)          For purposes of this letter agreement, “Misonix’s Business” shall mean the business of developing, manufacturing and/or marketing therapeutic ultrasonic instruments for spine surgery, neurosurgery and other surgical specialties.

 

5. In the event of a termination of your employment, you agree that you will not disparage or encourage or induce others to disparage Misonix (which, for purposes of this paragraph 5, is defined to include Misonix and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, shareholders, members, directors, officers, employees, agents and attorneys, whether past, present or future). Notwithstanding the foregoing, the obligations pursuant to the preceding sentence shall not apply with respect to any person or entity that disparages, or encourages or induces others to disparage you. Misonix agrees that neither it nor any affiliated company, parent company or subsidiary, each of their respective predecessors, affiliates, or assigns, will authorize any person to disparage or encourage or induce others to disparage you, and the Company shall instruct the members of the Board and its management team not to disparage you. The provisions of this paragraph 5 shall not apply with respect to any statement made in connection with any litigation or governmental investigation, or with any filing required by law.

 

     

 

 

Mr. Robert S. Ludecker

September 15, 2016

Page 3

 

6. (a)          After a Change in Control of Misonix (as defined under subparagraphs 6 (b) and (c) below), you shall be entitled to a one-time additional compensation in an amount equal to a payment of twelve (12) months annual base salary. Such additional compensation will be paid to you in a lump sum within sixty (60) days after the date such Change in Control of Misonix takes effect and your employment by Misonix or the acquiring company ceases (i) involuntarily on your part or (ii) voluntarily on your part if you have suffered (x) a significant diminution in your material duties and responsibilities without your express prior written consent, (y) a reduction in your annual base salary or (z) a relocation to a facility or location more than fifty (50) miles from the address of Misonix’s headquarters office as of the effective date of this letter agreement.

 

(b)          A “Change in Control of Misonix” shall be deemed to have occurred in the event (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of such "persons", without the consent of the Board, is or becomes a "beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Misonix representing 50% or more of the combined voting power of our then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by shareholders of Misonix of less than 60% of the voting securities of the resulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity.

 

(c)          Notwithstanding anything in the foregoing to the contrary, no Change of Control of Misonix shall be deemed to have occurred for purposes of this Agreement requiring payment to you of the compensation referred to in subparagraph 6(b) by virtue of (i) any transaction which results in you or a group of persons which includes you, acquiring, directly or indirectly, 30% or more of any class of voting securities of Misonix, or (ii) if you continue in the employ of Misonix or the acquiring company more than nine (9) months following the occurrence of an event which would otherwise constitute a Change of Control of Misonix.

 

7. This letter agreement and any and all claims, controversies or disputes (including, without limitation, contract, tort and statutory claims and counterclaims) arising under, relating in any way to, or in any way connected with (a) this letter agreement (including, without limitation, any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination), or (b) the interpretation and enforcement of the rights and duties of the parties (whether or not in connection with this Agreement), shall be governed by and construed solely in accordance with the laws of the State of New York without giving effect to any choice or conflict of laws principle or rule (whether of the State of New York or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the substantive laws of the State of New York. The parties hereby irrevocably agree that any federal or state court located in the State of New York, county of New York shall have exclusive jurisdiction in relation hereto.

 

     

 

 

Mr. Robert S. Ludecker

September 15, 2016

Page 4

 

8. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when hand-delivered or sent over night by a nationally recognized courier service as follows: If to Misonix : MISONIX, INC., 1938 New Highway, Farmingdale, NY 11735, Att: Chief Executive Officer, with a copy to Joel I. Frank, Esq., Wilk Auslander LLP, 1515 Broadway, New York NY 10036. If to you : Robert S. Ludecker, 4 Wildbriar Court, Mount Sinai, NY 11766.

 

9. This letter agreement, together with Misonix’ current Employee Manual and other items, form a complete and exclusive statement covering the terms of your employment with Misonix. Misonix is an at-will employer. This at-will employment relationship cannot be changed except in a writing signed by the Chairman or the Chief Executive Officer of Misonix. Nothing contained herein shall modify the at-will nature of your employment by Misonix and does not create a contract, either express or implied, to remain in Misonix’s employ.

 

Kindly evidence your agreement with the foregoing by signing and returning the enclosed duplicate copy of this letter agreement.

  

  Sincerely,
   
  MISONIX, INC.
     
  By: /s/ Stavros G. Vizirgianakis
    Stavros G. Vizirgianakis
    Interim Chief Executive Officer

 

ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE:
   
/s/ Robert S. Ludecker  
Robert S. Ludecker  

   

     

 

 

Exhibit 99.1

 

 

Misonix Reports Receipt of Deficiency Letter from The Nasdaq Stock Market LLC

 

For Immediate Release

 

  Corporate Contact Investor Contact
  Misonix Contact Joe Diaz
  Richard Zaremba Lytham Partners
  631-694-9555 602-889-9700
  invest@misonix.com info@misonix.com

 

FARMINGDALE, NY – September 16, 2016 — Misonix, Inc. (NASDAQ: MSON) , an international surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products for spine surgery, neurosurgery, wound debridement, skull based surgery, laparoscopic surgery and other surgical applications, announced that it received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company, as a result of not filing its Annual Report on Form 10-K (“10-K”) on September 13, 2016 and disclosing that the Company likely will not be able to file the 10-K within the 15-day extension period provided in Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended, was not in compliance with Listing Rule 5250(c)(1) of the Nasdaq Listing Rules (the “Rules”) for continued listing. Under the Rules, the Company has until November 14, 2016 to submit a plan to Nasdaq to regain compliance and if Nasdaq accepts such plan, Nasdaq can grant an exception until March 13, 2017 to regain compliance. If Nasdaq does not accept the Company’s plan, the Company has the opportunity to appeal such decision to a Nasdaq Hearings Panel. At this time, this notification has no effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company will submit a plan to regain compliance to Nasdaq as soon as practicable.

 

About Misonix

Misonix, Inc. designs, develops, manufactures and markets therapeutic ultrasonic medical devices. Misonix's therapeutic ultrasonic platform is the basis for several innovative medical technologies. Addressing a combined market estimated to be in excess of $1.5 billion annually; Misonix's proprietary ultrasonic medical devices are used in spine surgery, neurosurgery, orthopedic surgery, wound debridement, cosmetic surgery, laparoscopic surgery, and other surgical and medical applications. Additional information is available on the Company's Web site at www.misonix.com.

 

 

 

 

 

Safe Harbor Statement

With the exception of historical information contained in this press release, content herein may contain "forward looking statements" that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include general economic conditions, delays and risks associated with the performance of contracts, risks associated with international sales and currency fluctuations, uncertainties as a result of research and development, acceptable results from clinical studies, including publication of results and patient/procedure data with varying levels of statistical relevancy, risks involved in introducing and marketing new products, potential acquisitions, consumer and industry acceptance, litigation and/or court proceedings, including the timing and monetary requirements of such activities, the timing of finding strategic partners and implementing such relationships, regulatory risks including approval of pending and/or contemplated 510(k) filings, the ability to achieve and maintain profitability in the Company's business lines, the completion of the investigation related to identified deficiencies in internal control over financial reporting, and other factors discussed in the Company's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company disclaims any obligation to update its forward-looking relationships.

 

# # #