MISONIX, INC. (NASDAQ:MSON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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MISONIX, INC. (NASDAQ:MSON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On December 15, 2016, MISONIX, INC. (the Company) entered into an
Employment Agreement (the Employment Agreement) with Stavros G.
Vizirgianakis (the Executive) to which Mr. Vizirgianakis will
serve as the Companys full time President and Chief Executive
Officer. Mr. Vizirgianakis has been serving on an unpaid basis as
interim Chief Executive Officer of the Company since September 2,
2016. Mr. Vizirgianakis will continue to serve as a member of the
Companys Board of Directors.

Employment Agreement

to the Employment Agreement, Mr. Vizirgianakis initial term of
employment runs through September 13, 2019, provided that the
term shall be automatically renewed and extended for consecutive
one (1) year renewal terms, unless either party sends to the
other party a notice of non-renewal at least ninety (90) days
prior to the expiration of the initial term or any then-current
renewal term. Mr. Vizirgianakis will receive an annual base
salary of not less than three hundred sixty thousand dollars
($360,000) per annum, subject to review by the Board at least
annually for increase but not for decrease. Mr. Vizirgianakis is
also eligible to receive annual bonuses in the discretion of the
Board. The Employment Agreement also provides for a one-time
$10,000 moving allowance and reimbursement of counsel fees
relating to visa matters and the negotiation of the Employment
Agreement. If the Company terminates Mr. Vizirgianakis employment
without Cause (as defined in the Employment Agreement), the
Company provides a notice of non-renewal, or Mr. Vizirgianakis
terminates his employment for Good Reason (as defined in the
Employment Agreement), Mr. Vizirgianakis shall be entitled to
receive (i) a lump-sum cash payment from Employer in an amount
equal to one and one-half (1.5) times the annual base salary as
is in effect immediately prior to the date of such termination,
and (ii) continuation of all employee benefits and fringe
benefits to which he was entitled under the Employment Agreement
immediately prior to such termination of employment for a period
of eighteen (18) months following the termination of employment.
The Employment Agreement also contains non-competition and
non-solicitation covenants from Mr. Vizirgianakis during the term
of employment and for a period of 18 months thereafter.

The description of the Employment Agreement set forth herein does
not purport to be complete and is qualified in its entirety by
the provisions of the Employment Agreement which is attached
hereto as Exhibit 10.1, and is incorporated herein by reference.

Restricted Stock Grants

In conjunction with the execution of the Employment Agreement,
Mr. Vizirgianakis received grants of an aggregate of 400,000
shares of restricted stock to the Companys 2014 Equity Incentive
Plan (the Plan) as follows: (i) a grant of 134,000 shares vesting
in five equal installments on September 1, 2017, 2018, 2019, 2020
and 2021; (ii) a performance grant of 133,000 shares which vests
if both of the following conditions are satisfied simultaneously:
(A) at any time prior to the third anniversary of the grant date,
the most recent publicly reported trailing four (4) fiscal
quarter revenue of the Company (exclusive of the impact of any
acquisitions after the grant date) is at least $35,000,000 and
(B) the closing price of the Companys common stock is at least
$10.50 per Share (subject to adjustment for stock splits, stock
dividends and the like) for ten (10) consecutive trading days;
and (iii) a performance grant of 133,000 shares which vests if
both of the following conditions are satisfied simultaneously:
(A) at any time prior to the fifth anniversary of the grant date,
the most recent publicly reported trailing four (4) fiscal
quarter revenue of the Company (exclusive of the impact of any
acquisitions after the grant date) is at least $48,000,000 and
(B) the closing price of the Companys common stock is at least
$13.00 per Share (subject to adjustment for stock splits, stock
dividends and the like) for ten (10) consecutive trading days.
The aforementioned performance grants will vest on a change of
control in accordance with the Plan only of the applicable share
price threshold is met in such transaction.

The description of the Restricted Stock Award Agreements set
forth herein do not purport to be complete and are qualified in
their entirety by the provisions of the Restricted Stock Award
Agreements which are attached hereto as Exhibits 10.2, 10.3 and
10.4, respectively, and are incorporated herein by reference.

Director Resignation

On December 15, 2016, T. Guy Minetti resigned as a member of the
Companys Board of Directors, effective immediately. Mr. Minettis
decision to resign was not the result of any disagreement with
the Company on any matter relating to the Companys operations,
policies or practices.

A press release with respect to the foregoing matters was issued
by the Company on December 19, 2016 and is attached hereto as
Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits The following exhibits are filed as part of
this report:

Exhibit No. Description of Exhibit
10.1 Employment Agreement dated December 15, 2016 between the
Company and Stavros G. Vizirgianakis
10.2 Restricted Stock Award Agreement dated December 15, 2016
between the Company and Stavros G. Vizirgianakis
10.3 Restricted Stock Award Agreement dated December 15, 2016
between the Company and Stavros G. Vizirgianakis
10.4 Restricted Stock Award Agreement dated December 15, 2016
between the Company and Stavros G. Vizirgianakis
99.1 Press Release dated December 19, 2016


About MISONIX, INC. (NASDAQ:MSON)

MISONIX, INC. (Misonix) is a surgical device company. The Company designs, manufactures and markets therapeutic ultrasonic products across the world for spine surgery, skull-based surgery, neurosurgery, wound and burn debridement, cosmetic surgery, laparoscopic surgery and other surgical applications. The Company’s products include BoneScalpel, BoneScalpel MIS System, SonicOne O.R. System and SonaStar. BoneScalpel is an ultrasonic cutting system with applications in orthopedic and reconstructive surgery, as well as neurosurgery. BoneScalpel MIS System offers deep cuts through osseous structures with minimal blood loss. Misonix SonicOne O.R. System is an ultrasonic surgical debridement system that allows surgeons to address the challenges chronic wounds present to them, the patient, and the health-care system. SonaStar is used for neurosurgical procedures, such as skull/non-skull base tumor resections, transnasal procedures and acoustic mengiomas.

MISONIX, INC. (NASDAQ:MSON) Recent Trading Information

MISONIX, INC. (NASDAQ:MSON) closed its last trading session up +0.10 at 9.65 with 7,395 shares trading hands.