false
0001488917
0001488917
2024-09-11
2024-09-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 2024
ELECTROMED,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota |
001-34839 |
41-1732920 |
(State
or Other Jurisdiction of
Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification
Number) |
500
Sixth Avenue NW
New
Prague, MN 56071
(Address
of Principal Executive Offices) (Zip Code)
(952)
758-9299
(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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.01 par value |
|
ELMD |
|
NYSE
American LLC |
(Title
of each class) |
|
(Trading
Symbol) |
|
(Name
of each exchange on which registered) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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
7.01 |
Regulation
FD Disclosure. |
On September 11, 2024, Electromed, Inc., a Minnesota corporation (the
“Company”), issued a press release announcing the approval of a new share repurchase authorization. The full text of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 and Exhibit 99.1, shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On September 11, 2024, the Company's board of directors authorized the repurchase of up to $5.0 million of the Company's outstanding common stock from time to time on the open market and in privately negotiated transactions. The amount and timing of share repurchases, if any, will depend on market conditions and other corporate considerations.
|
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits:
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.
|
ELECTROMED,
INC. |
|
|
|
|
|
Date:
September 11, 2024 |
By: |
/s/
Bradley M. Nagel |
|
|
Name: |
Bradley
M. Nagel |
|
|
Title: |
Chief
Financial Officer |
|
Exhibit 99.1
Electromed, Inc. Announces Share Repurchase Authorization
NEW PRAGUE, Minn.--(BUSINESS
WIRE)-- Electromed, Inc. (“Electromed”) (NYSE American: ELMD), a leader in innovative airway clearance technologies,
today announced that effective as of September 11, 2024, its board of directors authorized the repurchase of up to $5.0 million of
Electromed common stock. The new authorization follows the exhaustion of Electromed’s previous share repurchase authorization in
the fourth quarter of fiscal 2024, as previously reported.
The timing and amount
of share repurchases pursuant to the authorization, if any, will be determined by management based on market conditions and other considerations.
Repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block
trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations.
Electromed’s board of directors expects to review the share repurchase authorization periodically and may approve changes to its
terms and size.
“I am pleased to announce Electromed’s next share
repurchase authorization, which follows the recent announcement of our record performance in fiscal 2024, and the successful completion
of our previous repurchase authorization during Q4,” said Jim Cunniff, President, and Chief Executive Officer. “Electromed’s
revenue growth and profitability profile are driving strong free cash flow, providing us with the flexibility to opportunistically provide
incremental value to shareholders while also continuing to invest in the business. This new repurchase authorization reflects the confidence
the board and management team have in achieving future growth as well as the belief that our stock has been undervalued after continued
delivery of strong financial results. We believe that the repurchase of our common stock has represented an attractive investment opportunity
and reinforces our commitment to deliver opportunities for returns to Electromed shareholders.”
About Electromed, Inc.
Electromed, Inc. manufactures, markets, and sells products
that provide airway clearance therapy, including the SmartVest® Airway Clearance System, to patients with compromised pulmonary function.
The company is headquartered in New Prague, Minnesota, and was founded in 1992. Further information about Electromed can be found at www.smartvest.com.
Cautionary Statements
Certain statements in this press release, including the prospect
of future repurchases of Electromed’s equity securities, constitute forward-looking statements as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “anticipate,” “believe,”
“estimate,” “continue,” “expect,” “intend,” “may,” “plan” “potential,”
“should,” “will,” and similar expressions, including the negative of these terms, but they are not the exclusive
means of identifying such statements. Forward-looking statements cannot be guaranteed, and actual results may vary materially due to the
uncertainties and risks, known or unknown associated with such statements. Examples of risks and uncertainties for Electromed include,
but are not limited to, the competitive nature of our market; changes to Medicare, Medicaid, or private insurance reimbursement policies;
changes to state and federal health care laws; changes affecting the medical device industry; our ability to develop new sales channels
for our products such as the homecare distributor channel; our need to maintain regulatory compliance and to gain future regulatory approvals
and clearances; new drug or pharmaceutical discoveries; general economic and business conditions; alternative capital deployment opportunities;
our ability to renew our line of credit or obtain additional credit as necessary; our ability to protect and expand our intellectual property
portfolio; the risks associated with expansion into international markets, as well as other factors we may describe from time to time in
Electromed’s reports filed with the Securities and Exchange Commission (including Electromed’s most recent Annual Report on
Form 10-K, as amended from time to time, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). Investors should
not consider any list of such factors to be an exhaustive statement of all the risks, uncertainties or potentially inaccurate assumptions
investors should take into account when making investment decisions. Shareholders and other readers should not place undue reliance on
“forward-looking statements,” as such statements speak only as of the date of this press release. We undertake no obligation
to update them in light of new information or future events.
Brad Nagel, Chief Financial Officer
(952) 758-9299
investorrelations@electromed.com
Mike Cavanaugh, Investor Relations
ICR Westwicke
(617) 877-9641
mike.cavanaugh@westwicke.com
v3.24.2.u1
Cover
|
Sep. 11, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 11, 2024
|
Entity File Number |
001-34839
|
Entity Registrant Name |
ELECTROMED,
INC.
|
Entity Central Index Key |
0001488917
|
Entity Tax Identification Number |
41-1732920
|
Entity Incorporation, State or Country Code |
MN
|
Entity Address, Address Line One |
500
Sixth Avenue NW
|
Entity Address, City or Town |
New
Prague
|
Entity Address, State or Province |
MN
|
Entity Address, Postal Zip Code |
56071
|
City Area Code |
(952)
|
Local Phone Number |
758-9299
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, $0.01 par value
|
Trading Symbol |
ELMD
|
Security Exchange Name |
NYSEAMER
|
Entity Emerging Growth Company |
false
|
Entity Information, Former Legal or Registered Name |
Not
Applicable
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Electromed (AMEX:ELMD)
Historical Stock Chart
From Oct 2024 to Oct 2024
Electromed (AMEX:ELMD)
Historical Stock Chart
From Oct 2023 to Oct 2024