Current Report Filing (8-k)
August 16 2019 - 1:13PM
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): August 15, 2019
MISONIX, INC.
(Exact name of Registrant as specified in its charter)
New York
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001-10986
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11-2148932
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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1938 New Highway, Farmingdale, New York
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11735
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(Address of Principal Executive Offices)
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(Zip Code)
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(631) 694-9555
(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-commenc
ement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
o
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
o
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Shares, $0.01 par value
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MSON
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The Nasdaq Global Market
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On August 14, 2019, Misonix, Inc. (“Misonix”) received a declination letter from the United States
Department of Justice (the “DOJ”) dated August 13, 2019
stating
that the DOJ has closed its inquiry into Misonix without any action against Misonix with respect to the matters described below.
The Company previously disclosed on June 20, 2019 that it had received
a letter from the Division of Enforcement of the Securities and Exchange Commission (the “SEC”) on June 18, 2019, stating
that the SEC had concluded its investigation of Misonix and that, based on the information it had as of the date of that letter,
it did not intend to recommend an enforcement action by the SEC against Misonix with respect to the same matters.
As previously disclosed, with the assistance
of outside counsel, Misonix conducted a voluntary investigation into the business practices of the independent Chinese entity that
previously distributed Misonix’s products in China and Misonix’s knowledge of those business practices, which may have
had implications under the U.S. Foreign Corrupt Practices Act, as well as into various internal controls issues identified during
the investigation. On September 27, 2016 and September 28, 2016, Misonix voluntarily contacted the SEC and the DOJ to advise them
of these potential issues and thereafter fully cooperated with both agencies in their parallel investigations relating to these
matters.
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.
Dated: August 16, 2019
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Misonix, Inc.
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By:
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/s/ Stavros Vizirgianakis
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Stavros Vizirgianakis
President and Chief Financial Officer
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