ELMD Electromed Inc

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Summers Value Fund, SVP Fund, Summers Value GP, SVP GP, Summers Value Partners and Mr. Summers is 90 Madison Street, Suite 303, Denver, Colorado 80206. The address of the principal office of Mr. Leasure is 462 South Fourth Street, Suite 1770, Louisville, Kentucky 40402. The address of the principal office of Mr. Sawyer is 1401 Lawrence Street, 16th Floor, Denver, Colorado 80202. The address of the principal office of Mr. Triano is 235 E. 42nd Street, New York, New York 10017.

(c)       The principal business of each of Summers Value Fund and SVP Fund is investing in securities. The principal business of Summers Value GP is serving as the general partner of Summers Value Fund. The principal business of SVP GP is serving as the general partner of SVP Fund. The principal business of Summers Value Partners is serving as the investment manager of each of Summers Value Fund and SVP Fund. The principal occupation of Mr. Summers is serving as the Managing Member of each of Summers Value GP, SVP GP and Summers Value Partners. The principal occupation of Mr. Leasure is serving as President, Chief Executive Officer and a director of Inotiv, Inc., a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, and as the Managing Member and President of LS Associates LLC, a management and consulting firm. The principal occupation of Mr. Sawyer is serving as a Portfolio Manager at Myriad Asset Management Ltd., an investment firm. The principal occupation of Mr. Triano is serving as Senior Vice President, Investor Relations, at Pfizer Inc., a multinational pharmaceutical and biotechnology company.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Summers Value Fund, SVP Fund, Summers Value GP, SVP GP and Summers Value Partners are organized under the laws of the State of Delaware. Messrs. Summers, Leasure, Sawyer and Triano are citizens of the United States of America.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Summers Value Fund and SVP Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 320,224 Shares beneficially owned by Summers Value Fund is approximately $2,030,220, including brokerage commissions. The aggregate purchase price of the 186,835 Shares beneficially owned by SVP Fund is approximately $2,101,137, including brokerage commissions.

Item 4 is hereby amended to add the following:

On August 12, 2021, Summers Value Fund (together with its affiliates, “Summers Value”) delivered a letter to the Issuer nominating Robert W. Leasure Jr., William F. Sawyer IV, Andrew Summers and Charles E. Triano Jr. (the “Nominees”) for election to the Board of Directors of the Issuer at the fiscal 2022 annual meeting of shareholders (the “Annual Meeting”).

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 8,637,420 Shares outstanding as of May 7, 2021, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2021.

As of the date hereof, Summers Value Fund directly beneficially owned 320,224 Shares, constituting approximately 3.7% of the Shares outstanding. Summers Value GP, as the general partner of Summers Value Fund, may be deemed to beneficially own the 320,224 Shares owned by Summers Value Fund, constituting approximately 3.7% of the Shares outstanding.

As of the date hereof, SVP Fund directly beneficially owned 186,835 Shares, constituting approximately 2.2% of the Shares outstanding. SVP GP, as the general partner of SVP Fund, may be deemed to beneficially own the 186,835 Shares owned by SVP Fund, constituting approximately 2.2% of the Shares outstanding.

Summers Value Partners, as the investment manager of Summers Value Fund and SVP Fund, may be deemed to beneficially own the 507,059 Shares owned in the aggregate by Summers Value Fund and SVP Fund, constituting approximately 5.9% of the Shares outstanding. Mr. Summers, as the Managing Member of each of Summers Value GP, SVP GP and Summers Value Partners, may be deemed to beneficially own the 507,059 Shares owned in the aggregate by Summers Value Fund and SVP Fund, constituting approximately 5.9% of the Shares outstanding.

As of the date hereof, none of Messrs. Leasure, Sawyer or Triano beneficially owned any Shares.

The filing of this Schedule 13D shall not be 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 specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       The transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted. None of Messrs. Leasure, Sawyer or Triano have entered into any transactions in the Shares during the past sixty days.

Item 6 is hereby amended to add the following:

On August 12, 2021, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the parties agreed (i) to solicit proxies for the election of the Nominees at the Annual Meeting, (ii) not to purchase securities of the Issuer or take other action that would result in the Reporting Persons beneficially owning more than 9.99% of the Shares without the prior consent of Summers Value, and (iii) that Summers Value would bear all expenses incurred in connection with the group’s activities. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 12, 2021

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of the Schedule 13D

SVP Deal Fund 1 LP