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 1, 2020 (June 30, 2020)

MISONIX, INC.

(Exact name of Registrant as specified in its charter)

(631) 694-9555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

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 [  ]

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

Second Amendment to SWK Credit Agreement

On June 30, 2020 (the “Amendment Date”), Misonix, Inc. (the “Company”) and Solsys Medical, LLC, its wholly owned subsidiary (“Solsys”), entered into a second amendment (the “Second SWK Amendment”) to their existing credit agreement with SWK Funding LLC, pursuant to which, among other things, such credit agreement (as so amended, the “Amended SWK Credit Agreement”) was amended to modify the minimum aggregate revenue and minimum EBITDA financial covenants thereunder. The Second SWK Amendment reduces the minimum aggregate revenue requirements through December 31, 2021, and reduces the minimum EBITDA requirements through June 30, 2021. On the Amendment Date, the outstanding principal balance of the term loans under the Amended SWK Credit Agreement was $30,095,761.

The obligations under the Amended SWK Credit Agreement are (i) guaranteed by Misonix OpCo, Inc. (“Misonix OpCo”), a wholly owned subsidiary of the Company, and (ii) secured by a first lien on substantially all assets of the Company, Solsys and Misonix OpCo (other than accounts receivable and inventory) and a second lien on accounts receivable and inventory of the same entities.

The foregoing description of the Second SWK Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second SWK Amendment, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Second Modification to SVB Loan Agreement

On the Amendment Date, the Company, Solsys and Misonix OpCo entered into a second modification (the “Second SVB Modification”) to their existing loan agreement with Silicon Valley Bank, pursuant to which, among other things, such loan agreement (as so amended, the “Amended SVB Loan Agreement”) was amended to modify the minimum aggregate revenue and minimum EBITDA financial covenants thereunder. The Second SVB Modification reduces the minimum aggregate revenue requirements through December 31, 2021, and reduces the minimum EBITDA requirements through June 30, 2021. On the Amendment Date, the outstanding principal balance of the term loans under the Amended SVB Loan Agreement was $8,400,000.

The obligations under the Amended SVB Loan Agreement are secured by a first lien on accounts receivable and inventory of the Company, Solsys and Misonix OpCo and a second lien on substantially all other assets of the same entities.

The foregoing description of the Second SVB Modification does not purport to be complete and is qualified in its entirety by reference to the full text of the Second SVB Modification, which is attached as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

* Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

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.

Exhibit 10.1

Certain information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the company if publicly disclosed. [***] indicates the redacted confidential portions of this exhibit.

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2020, is entered into by and among SOLSYS MEDICAL, LLC, a Delaware limited liability company formerly known as Soluble Systems, LLC (“Soluble”), MISONIX, INC., a Delaware corporation formerly known as New Misonix, Inc. (“Misonix”, and together with Soluble, each individually and collectively referred to herein as “Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”).

RECITALS

WHEREAS, Borrower, Agent and Lenders entered into that certain Amended and Restated Credit Agreement dated as of September 27, 2019, (as the same may be amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”); and

WHEREAS, Borrower, Agent and Lenders desire to amend the Credit Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Article I

Definitions

1.1 Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.

ARTICLE II

Amendments

2.1 Amendment to Section 1.1. Effective as of the date hereof, the definition of “Contract Rate” in Section 1.1 of the Credit Agreement is amended and restated to read as follows:

“Contract Rate means a rate per annum equal to (x) the LIBOR Rate, plus (y)(1) as of any date of determination where the EBITDA of Parent and its Subsidiaries was positive for the prior Fiscal Quarter, seven and one-half of one percent (7.50%) or (2) at all other times, the applicable margin as identified in the table below:

”

2.2 Amendment to Section 7.13.2. Effective as of the date hereof, Section 7.13.2 of the Credit Agreement is amended and restated in its entirety to read as follows:

“7.13.2 Minimum Aggregate Revenue.

Not permit the Aggregate Revenue for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below to be less than the applicable amount set forth in the table below for such period.

For purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of the Merger, Aggregate Revenue will include, without duplication, the combined aggregate of Net Sales, Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one hand, and by Current Borrower and/or its Subsidiaries, on the other hand, for such period.”

2.3 Amendment to Section 7.13.3. Effective as of the date hereof, Section 7.13.3 of the Credit Agreement is amended and restated in its entirety to read as follows:

“7.13.3 Minimum EBITDA.

Not either (a) fail to maintain an average Market Capitalization of Parent (as measured by the volume weighted average price of Parent common stock for the ten trading days immediately prior to the end of each fiscal quarter) greater than or equal to $[***] or (b) to the extent any such average Market Capitalization of Parent is less than $[***] for any Fiscal Quarter, permit the EBITDA of Parent and its Subsidiaries for the consecutive month period ending on the last Business Day of any Fiscal Quarter ending immediately prior to such date of determination to be less than the applicable amount set forth in the table below for such period of measure set forth in the table below.

Notwithstanding the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 7.13.3 shall not otherwise constitute an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of (i) $7,500,000 or (ii) an amount equal to four hundred percent (400%) of the Operational Burn for the prior Fiscal Quarter at all times until the Borrower is otherwise in compliance with this Section 7.13.3.”

ARTICLE III

Conditions Precedent

3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion:

A. Agent shall have received (i) this Amendment duly executed by Borrower, and (ii) payment of an amendment fee in the amount of $20,000, which fee shall be deemed fully-earned and non-refundable as of the date hereof.

B. The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof in all material respects, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date.

C. No Default or Event of Default under the Credit Agreement, as amended hereby, shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent.

D. All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent; and Borrower shall provide to Agent a Manager’s certificate with resolutions in form and substance acceptable to Agent.

ARTICLE IV

No Waiver, Ratifications, Representations and Warranties

4.1 No Waiver. Nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any other Loan Party or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.

4.2 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations.

4.3 Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment, any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors have authorized the execution, delivery and performance of this Amendment any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (d) upon the effectiveness of this Amendment, no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) except as it relates to the Specified Defaults, Borrower is in full compliance in all material respects with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (f) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement.

ARTICLE V

Miscellaneous Provisions

5.1 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them.

5.2 Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.

5.3 Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable costs and fees of legal counsel.

5.4 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

5.5 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent.

5.6 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment.

5.7 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

5.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.9 Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.

5.10 Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY Borrower AND AGENT.

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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first written above.

Exhibit 10.2

Certain information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the company if publicly disclosed. [***] indicates the redacted confidential portions of this exhibit.

SECOND LOAN MODIFICATION AGREEMENT

This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 30, 2020, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and (b) (i) MISONIX, INC., a Delaware corporation (“Parent”), (ii) MISONIX OPCO, INC., a New York corporation (“Misonix”), and (iii) SOLSYS MEDICAL, LLC, a Delaware limited liability company (“Solsys”) (Parent, Misonix and Solsys are hereinafter jointly and severally, individually and collectively, “Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of December 26, 2019, evidenced by, among other documents, a certain Loan and Security Agreement dated as of December 26, 2019, as amended by a certain First Loan Modification Agreement dated as of January 6, 2020 (as has been and as may be further amended, modified, restated, replaced or supplemented from time to time the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by, among other property, (a) the Collateral as defined in the Loan Agreement, (b) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement dated as of December 26, 2019 between Parent and Bank (as amended, the “Parent Intellectual Property Security Agreement”), (c) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement dated as of December 26, 2019 between Misonix and Bank (as amended, the “Misonix Intellectual Property Security Agreement”) and (d) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement dated as of December 26, 2019 between Solsys and Bank (as amended, the “Solsys Intellectual Property Security Agreement”) (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

“           (b) Minimum Aggregate Revenue. Have at all times, to be tested as of the last Business Day of each fiscal quarter, Aggregate Revenue for the following periods of at least:

For purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of the transactions contemplated in the Merger Agreement, Aggregate Revenue will include, without duplication, the combined aggregate of Covenant Net Sales, Covenant Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one hand, and by Solsys and/or its Subsidiaries, on the other hand, for such period.

(c) Minimum EBITDA. Have at all times when the aggregate Market Capitalization of Parent is less than [***], to be tested as of the last day of each fiscal quarter, EBITDA, as tested on a consolidated basis with respect to Parent and its Subsidiaries for the following periods of at least the following:

Notwithstanding the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 6.9(c) shall not otherwise constitute an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of (i) [***] or (ii) an amount equal to four hundred percent (400.0%) of the Covenant Operational Burn for the prior Fiscal Quarter at all times until the Borrower is otherwise in compliance with this Section 6.9(c).”

and inserting in lieu thereof the following:

“            (b) Minimum Aggregate Revenue. Have at all times, to be tested as of the last Business Day of each fiscal quarter, Aggregate Revenue for the following periods of at least:

For purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of the transactions contemplated in the Merger Agreement, Aggregate Revenue will include, without duplication, the combined aggregate of Covenant Net Sales, Covenant Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one hand, and by Solsys and/or its Subsidiaries, on the other hand, for such period.

(c) Minimum EBITDA. Have at all times when the aggregate Market Capitalization of Parent is less than [***], to be tested as of the last day of each fiscal quarter, EBITDA, as tested on a consolidated basis with respect to Parent and its Subsidiaries for the following periods of at least the following:

Notwithstanding the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 6.9(c) shall not otherwise constitute an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of (i) [***] or (ii) an amount equal to four hundred percent (400.0%) of the Covenant Operational Burn for the prior Fiscal Quarter at all times until the Borrower is otherwise in compliance with this Section 6.9(c).”

“ “Market Capitalization” means, with respect to Parent, the volume weighted average closing price per share of Parent’s publicly traded common stock as of the end of the five trading days immediately prior to such date of determination (as quoted by Bloomberg L.P. or, if such quote is not available, such other customary inter-dealer quotation system reasonably acceptable to Bank) multiplied by (b) the number of outstanding shares of Parent’s publicly traded common stock publicly disclosed in its most recent SEC filing as outstanding as of such date of determination.”

and inserting in lieu thereof the following:

“ “Market Capitalization” means, with respect to Parent, the volume weighted average closing price per share of Parent’s publicly traded common stock as of the end of the ten (10) trading days immediately prior to such date of determination (as quoted by Bloomberg L.P. or, if such quote is not available, such other customary inter-dealer quotation system reasonably acceptable to Bank) multiplied by (b) the number of outstanding shares of Parent’s publicly traded common stock publicly disclosed in its most recent SEC filing as outstanding as of such date of determination.”

4. FEES AND EXPENSES. Borrower shall pay to Bank a modification fee equal to Thirteen Thousand Five Hundred Dollars ($13,500.00), which fee shall be fully earned, due and payable as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATES.

6. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENTS.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. Intentionally omitted.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

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This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.