UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
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Electromed, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
285409108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate boxto designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect tothe subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures providedin a prior cover page.
The information requiredon the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subjectto all other provisions of the Act (however,
see
the
Notes
).
CUSIP No. 285409108
1 NAME OF REPORTING PERSON
The Radoff Family Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 165,000
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 7 SOLE DISPOSITIVE POWER
165,000
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON
CO
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CUSIP No. 285409108
1 NAME OF REPORTING PERSON
Bradley L. Radoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 786,944
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON WITH 7 SOLE DISPOSITIVE POWER
786,944
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,944
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.2%
12 TYPE OF REPORTING PERSON
IN
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CUSIP No. 285409108
Item 1(a). Name of Issuer:
Electromed, Inc., a Minnesota corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
500 Sixth Avenue NW
New Prague, MN 56071
Item 2(a). Name of Person Filing:
This statement is filed by The Radoff Family Foundation, a Texasnon-profit
corporation ("Radoff Foundation"), and Bradley L. Radoff. Each of the
foregoing is referred to as a "ReportingPerson" and collectively as the
"Reporting Persons."
Mr. Radoff serves as a director of Radoff Foundation and may bedeemed to
beneficially own the Shares (as defined below) owned directly by Radoff
Foundation.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal office of each of the Reporting Personsis 2727
Kirby Drive, Unit 29L, Houston, Texas 77098.
Item 2(c). Citizenship:
Radoff Foundation is organized under the laws of the State of Texasand Mr.
Radoff is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Shares").
Item 2(e). CUSIP Number:
285409108
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CUSIP No. 285409108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
/x/ Not applicable.
(a) / / Broker or dealer registered under
Section 15 of the Exchange Act.
(b) / / Bank as defined in Section
3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in
Section 3(a)(19) of the Exchange Act.
(d) / / Investment company registered under
Section 8 of the Investment Company Act.
(e) / / An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) / / Non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J).
(k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership.
(a) Amount beneficially owned:
As of the close of business on December 31, 2023:
(i) Radoff Foundation directly owned 165,000 Shares; and
(ii) Mr. Radoff directly owned 621,944 Shares. Mr. Radoff, as a director of Radoff
Foundation, may also bedeemed the beneficial owner of the 165,000 Shares owned
by Radoff Foundation, which, together with the 621,944 Shares he directly
owns,constitutes an aggregate of 786,944 Shares beneficially owned by Mr. Radoff.
The filing of this Schedule 13G shall notbe deemed an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended,the beneficial owners of any securities of
the Issuer that he or it does not directly own. Each of the Reporting Persons
specificallydisclaims beneficial ownership of the securities reported herein
that he or it does not directly own.
(b) Percent of class:
The following percentages are based on 8,581,677Shares outstanding as of
November 2, 2023, which is the total number of Shares outstanding as disclosed
in the Issuer's QuarterlyReport on Form 10-Q filed with the Securities and
Exchange Commission on November 7, 2023.
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CUSIP No. 285409108
As of the close of business on December 31,2023, (i) Radoff Foundation
beneficially owned approximately 1.9% of the outstanding Shares and (ii) Mr.
Radoff may be deemed to beneficiallyown approximately 9.2% of the outstanding
Shares.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary That Acquired the
Security Being Reported on by the Parent Holding Companyor Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Personson May 26,
2022.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below each of the undersignedcertifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and
are not held for the purposeof or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held inconnection with or as a participant in any transaction having that
purpose or effect.
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CUSIP No. 285409108
SIGNATURE
After reasonable inquiry and to the best of his knowledgeand belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 13, 2024
The Radoff Family Foundation
By: /s/ Bradley L. Radoff
Name: Bradley L. Radoff
Title: Director
/s/ Bradley L. Radoff
Bradley L. Radoff
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