Current Report Filing (8-k)
September 29 2020 - 4:31PM
Edgar (US Regulatory)
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 29, 2020
ELECTROMED,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota
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001-34839
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41-1732920
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(State
or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(I.R.S.
Employer Identification
Number)
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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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.01 par value
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ELMD
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NYSE
American LLC
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(Title of each class)
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(Trading Symbol)
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(Name of each exchange
on which registered)
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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.
☐
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
September 29, 2020, the Board of Directors of Electromed, Inc. (the “Company”) approved and adopted an amendment and
restatement of the Bylaws of the Company (the “Bylaws”) to clarify the authority, but not the requirement, for the
Company to hold shareholder meetings by means of remote communication, including virtual and hybrid meetings, and to provide notices
to shareholders through electronic means of communication.
The
foregoing description is qualified by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this
current report on Form 8-K and incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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The
text of a letter to shareholders from the Company’s president and chief executive officer dated September 29, 2020 is furnished
as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
The
information contained in this Item 7.01, including 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(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.
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ELECTROMED, INC.
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Date: September 29, 2020
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By:
/s/ Michael J. MacCourt
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Name:
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Michael J. MacCourt
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Title:
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Chief Financial Officer
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