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): March 4, 2019 (March 1, 2019)

 

MISONIX, INC.

(Exact name of registrant as specified in its charter)

 

New York   001-10986   11-2148932
(State or other jurisdiction
of incorporation) 		(Commission File Number)   (IRS employer
Identification No.)
         
1938 New Highway, Farmingdale, New York   11735
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code (631) 694-9555
 
n/a
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

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

 

On March 4, 2019, Misonix, Inc. (the “Company”) issued a press release announcing the appointment of Sharon W. Klugewicz as the Company’s Chief Operating Officer, effective March 1, 2019.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Ms. Klugewicz, age 51, joins the Company from Chembio Diagnostic Systems, Inc. (“Chembio”), a manufacturer of diagnostic tests for infectious diseases, where she most recently served as Chief Quality & Regulatory Affairs Officer since July 2018. Prior to her role as Chief Quality & Regulatory Affairs Officer, Ms. Klugewicz served in various roles for Chembio, including President, Americas Region, acting CEO from May 2017 to October 2017, Chief Operating Officer from May 2013 to August 2016 and Vice President, QA/QC/Technical Operations. Prior to joining Chembio in September 2012, Ms. Klugewicz, served as Senior Vice President, Scientific & Laboratory Services at Pall Corporation, a world leader in filtration, separation and purification technologies. Prior to that, Ms. Klugewicz held a number of executive positions at Pall Corporation over her 21-year tenure there, including Sr. Vice President, Scientific & Laboratory Services, as well as Sr. Vice President, Global Quality Operations in the Pall Life Sciences Division. Prior to that she held roles in Marketing Product Management, and Field Technical Services. Ms. Klugewicz holds an M.S. in Biochemistry from Adelphi University and a B.S. in Neurobiology from Stony Brook University.

 

In connection with Ms. Klugewicz’s appointment as the Company’s Chief Operating Officer, the Company entered into an offer letter agreement with Ms. Klugewicz dated February 6, 2019 (the “Offer Letter”). Under the terms of the Offer Letter, Ms. Klugewicz will be paid a base salary of $250,000 per year and will be eligible to receive an annual performance based cash incentive compensation opportunity based upon 25% of her base salary. In addition, pursuant to the terms of the Offer Letter, Ms. Klugewicz will receive a vehicle allowance of $600 and, upon completion of six months of employment with the Company, will be eligible to participate in the Company's 401(k) plan.

 

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

In addition, in connection with the offer of employment, Ms. Klugewicz will receive a one-time grant of 25,000 stock options, with a grant date fair value of $1,370,200, under the Company’s 2014 Equity Incentive Plan. Such stock options will vest equally over the next four years and are composed of 80% incentive stock options and 20% non-qualified stock options.

 

Ms. Klugewicz is not party to any transactions with the Company that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the Securities Exchange Act of 1934.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number  

Description

     
99.1   Press Release dated March 4, 2019
     
10.1   Offer Letter dated February 6, 2019

 

 

 

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.

 

    MISONIX, INC.
     
     
March 4, 2019 By: /s/ Joseph P. Dwyer
   

Name: Joseph P. Dwyer

Title: Chief Financial Officer

 

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Exhibit  99.1

 

 

(GRAPHIC)  

 

News Announcement

For Immediate Release

 

 

MISONIX NAMES SHARON KLUGEWICZ CHIEF OPERATING OFFICER

 

Proven C-Suite Executive Brings Extensive Healthcare Industry Experience to New Role

 

FARMINGDALE, N.Y., (March 4, 2019) – Misonix, Inc. (Nasdaq: MSON) (“Misonix” or the “Company”), a provider of minimally invasive therapeutic ultrasonic medical devices that enhance clinical outcomes, today announced that Sharon Klugewicz has been appointed Chief Operating Officer.

 

In this newly created position, Ms. Klugewicz will oversee all aspects of manufacturing, regulatory affairs, quality assurance and research & development. Her appointment reflects Misonix’s focus on driving operational excellence across the business to support accelerating demand for its leading ultrasonic products, while advancing the Company’s goals for continued growth and the enhancement of shareholder value. Ms. Klugewicz will report to Stavros Vizirgianakis, President and CEO of Misonix.

 

Stavros Vizirgianakis, President and Chief Executive Officer of Misonix stated, “In the first half of fiscal 2019, we undertook a range of initiatives focused on reducing inefficiencies across the business to best position Misonix for the future. We created the Chief Operating Officer position to accelerate the execution of our growth strategy following the successful alignment of our operating infrastructure earlier this year, and are extremely fortunate to have retained an industry executive with Sharon’s extensive record of accomplishments. Sharon brings a wealth of experience that will enhance our ability to execute on our growth strategy as we bring new solutions to market, expand into new geographies, address an increasing number of medical procedures and further leverage our in-house sales team and R&D capabilities. We are confident that Sharon’s operational expertise and business acumen will help ensure that we achieve our goals for sustainable revenue growth and profitability, and that our efforts yield the best possible outcomes for our shareholders.”

 

Most recently, Ms. Klugewicz served as Chief Quality & Regulatory Affairs Officer at Chembio Diagnostics Systems, as well as President of the Americas, and Chief Operating Officer. During her tenure, Ms. Klugewicz played a critical role in the company’s operational and commercial success, including manufacturing expansion and bringing new products to market. Prior, Ms. Klugewicz spent over twenty years at Pall Corporation, where she served as Sr. Vice President of Global Scientific & Laboratory Services, responsible for the efficient and profitable service delivery of the company’s products and solutions, and as SVP of Global Quality Assurance & Regulatory Compliance of the Life Sciences division, leading regulatory and quality assurance activities across multiple manufacturing sites to support operational efficiency and compliance.

 

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Ms. Klugewicz received a Bachelor of Science degree in Neurobiology from Stony Brook University and obtained a Master of Science in Biochemistry from Adelphi University. She has been a featured speaker at various industry events and is involved in various committees, including the Women in Science & Engineering Committee at Stony Brook University.

 

Ms. Klugewicz commented, “I am very excited at the opportunity to join Misonix and to be part of a fast-growing company that is leveraging its unique proprietary ultrasonic technology to bring to market medical devices that deliver demonstrated clinical benefits and improve patient outcomes. I look forward to utilizing my range of skills, knowledge and experiences gained across the industry to promote innovation, improved productivity, team building and organizational success, while supporting Misonix’s business goals. I look forward to working with the Board and the Misonix team to lead the company to its next phase of growth and success.”

 

About Misonix, Inc.

Misonix, Inc. (NASDAQ: MSON) designs, manufactures and markets ultrasonic medical devices for the precise removal of hard and soft tissue, including bone removal, wound debridement and ultrasonic aspiration. Misonix is focused on leveraging its proprietary ultrasonic technology to become the standard of care in operating rooms and clinics around the world. Misonix's proprietary ultrasonic medical devices are used in a growing number of medical procedures, including spine surgery, neurosurgery, orthopedic surgery, cosmetic surgery, laparoscopic surgery, and other surgical and medical applications. At Misonix, Better Matters to us. That is why throughout the Company’s history, Misonix has maintained its commitment to medical technology innovation and the development of ultrasonic surgical products that radically improve patient outcomes. Additional information is available on the Company's web site at www.misonix.com .

 

Contact:  

Joe Dwyer Joseph Jaffoni, Norberto Aja, Jennifer
Neuman  
Chief Financial Officer JCIR
Misonix, Inc. 212-835-8500 or mson@jcir.com
631-927-9113  

  

***

 

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Exhibit 10.1

 

 

February 6, 2019

 

Ms. Sharon Klugewicz

17 Roxbury Road

Rockville, Centre 11570

 

Dear Sharon:

 

It gives me great pleasure to offer “at will’ employment for the position of Chief Operating Officer. You will report to Stavros Vizirgianakis, President and Chief Executive Officer for your assignments.

 

The base salary for this position will be $ 250,000 per annum, paid in twenty-four (24), semi- monthly salary cycles.

 

You will receive an opportunity to earn 25% of your base salary on achievement of objectives that are established by the Chief Executive Offer and yourself. Medical and Dental benefits begin upon your first day of service which will commence on March 1, 2019 . You will be eligible to participate in the company’s 401k plan after a completion of six months of service. For your first year of service you will receive twenty (20) days of paid time off. A vehicle allowance of $600.00 will be paid to you in two semi- monthly installments of $300.00.

 

You will work out of our Corporate Headquarters at 1938 New Highway in Farmingdale, NY.

 

Upon your first day of service the Chief Executive and you will establish areas of responsibility that will be directly assigned to you.

 

Please feel free to contact me with any questions that you may have. It is a sincere pleasure to offer you this senior position and I am looking very forward to working with you.

 

Sincerely,

 

Joseph J. Gigante 

Director of Human Resources

 

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