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): July 7, 2008 (July 2, 2008)
MISONIX, INC.
(Exact name of registrant as specified in its charter)
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| New York
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1-10986
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11-2148932 |
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
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| 1938 New Highway, Farmingdale, NY
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11735 |
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| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 8.01 Other Events.
The closing (the “Closing”) of the transactions contemplated by the Stock Purchase
Agreement (the “Agreement”) by and among MISONIX, INC. (the “Company”), USHIFU, LLC
(“USHIFU”), FS Acquisition Company and certain other stockholders of Focus Surgery,
Inc. (“Focus”) took place on July 1, 2008. Pursuant to the Agreement, the Company
sold to USHIFU the 2,500 shares of Series M Preferred Stock of Focus owned by the
Company for a cash payment of $837,500.00. The Company also received $679,366.33,
fifty percent (50%) of the outstanding principal and accrued interest of loans
previously made by the Company to Focus, with the remaining fifty percent (50%) of
such amount or $679,366.33 to be due on January 1, 2010. Interest payable quarterly,
commencing October 1, 2008, at the rate of eight (8%) per annum will be paid on the
balance due the Company. USHIFU and Focus have each granted the Company a security
interest in certain of their assets to secure the amount owed. The Company is also
a party to an inter-creditor agreement with USHIFU, Focus and one of the other
former stockholders of Focus with respect to the collateral securing the amount owed
the Company.
The Company’s press release announcing the Closing is attached as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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Exhibit 99.1 Press Release of MISONIX, INC., dated July 2, 2008. |
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