8-K

                                  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): February 13, 2006

                                  MISONIX, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         New York                                   1-10986                        11-2148932
- ----------------------------------- ------------------------------------------- --------------------
(State or other jurisdiction of             (Commission File Number)             (IRS Employer
       incorporation)                                                           Identification No.)

   1938 New Highway, Farmingdale, NY                                               11735
- -----------------------------------------                                          -----
(Address of principal executive offices)                                         (Zip Code)


                            Registrant's telephone number, including area code (631) 694-9555
                                                                               --------------

- -----------------------------------------------------------------------------------------------------
                         (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))








Item 1.01         Entry into a Material Definitive Agreement.

                  MISONIX, INC. (the "Company") and Fleet National Bank, a Bank
                  of America Company (the "Bank") are parties to the Loan and
                  Security Agreement dated as of January 18, 2002, as amended by
                  Amendment No. 1 to the Loan and Security Agreement dated as of
                  November 12, 2002, as further amended by Amendment No. 2 to
                  the Loan and Security Agreement dated June 20, 2003, as
                  further amended by Amendment No. 3 to the Loan and Security
                  Agreement dated as of January 18, 2005 and as further amended
                  by Amendment No. 4 to the Loan and Security Agreement dated as
                  of February 18, 2005 (collectively, the "Agreement").

                  As of February 13, 2006, the Company and the Bank entered into
                  a letter agreement (the "Waiver Letter") waiving the Company's
                  failure to comply with the financial covenants contained in
                  the Agreement pertaining to (i) the ratio of Funded Debt to
                  EBITDA (as such terms are defined in the Agreement) and (ii)
                  permitting an operating loss in any two consecutive
                  two-quarter period.

                  On February 14, 2006, the Company entered into Amendment No.
                  5, dated as of February 13, 2006, to the Agreement (the
                  "Amendment") with the Bank. The Amendment (i) modifies the
                  covenant regarding the ratio of Funded Debt to EBITDA required
                  to be maintained by the Company, (ii) modifies the covenant
                  regarding the Quick Ratio (as defined in the Agreement)
                  required to be maintained by the Company; and (iii) adds a
                  covenant requiring the Company to maintain a minimum
                  consolidated EBITDA.

                  The foregoing description of the Waiver Letter and the
                  Amendment is qualified in its entirety by reference to the
                  provisions of the Amendment and the Waiver Letter attached to
                  this report as Exhibits 10(vv) and (ww), respectively.

  Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

                  Exhibit 10(vv) Letter Agreement dated as of February 13, 2006.

                  Exhibit 10(ww) Amendment No. 5 to the Loan and Security
                  Agreement.




                                       2









                                   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.


Date: February 17, 2006         MISONIX, INC.

                                By:    /s/ Richard Zaremba
                                       -------------------
                                       Richard Zaremba
                                       Senior Vice President and Chief Financial
                                       Officer









                                       3




                                  EXHIBIT INDEX
                                  -------------

Exhibit No.       Description
- -----------       -----------

10(vv)            Letter Agreement dated as of February 13, 2006

10(ww)            Amendment No. 5 to the Loan and Security Agreement

EX-10.(VV)

                             [Bank of America Logo]




                                                         As of February 13, 2006

Misonix, Inc.
1938 New Highway
Farmingdale, New York 11735

RE: Bank of America, N.A., as successor by merger to Fleet National Bank with
    Misonix, Inc.


                  Reference is made to the Loan and Security Agreement dated as
of January 18, 2002 by and between MISONIX, INC., a New York corporation having
a place of business at with offices at 1938 New Highway, Farmingdale, New York
11735 (the "Debtor") and FLEET NATIONAL BANK, having a place of business at 300
Broad Hollow Road, Melville, New York 11747 (the "Secured Party"), as amended by
Amendment No. 1 to the Loan and Security Agreement dated on or about November
11, 2002, as further amended by Amendment No. 2 to the Loan and Security
Agreement dated June 20, 2003, as further amended by Amendment No. 3 to the Loan
and Security Agreement dated as of January 18, 2005, as further amended by
Amendment No. 4 to the Loan and Security Agreement dated as of February 18,
2005, as may be further amended from time to time (the "Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Agreement.

                  Debtor has requested that Secured Party waive Debtor's
compliance, (i) for the periods ended September 30, 2005 and December 31, 2005,
with paragraph 9.26.(a), and (ii) for the period ended December 31, 2005, with
paragraph 9.26.(c), provided operating loss shall not be greater than
$2,800,000.00 for the 2 consecutive fiscal quarters ended December 31, 2005, and
the Secured Party has agreed to do so provided that Debtor execute and deliver
this letter agreement to the Secured Party.

                  The waiver herein is limited to the waiver of paragraphs
9.26.(a) and 9.26.(c) of the Agreement for the periods specified only; this
waiver agreement shall not be construed to waive any other provision of the
Agreement, or to waive compliance paragraphs 9.26.(a) and 9.26.(c) of the
Agreement for a period other than as provided herein, or to waive any default
under the Agreement or other Transaction Documents which has occurred or shall
occur.

                  As an inducement to Secured Party entering into this waiver
agreement, the Debtor represents and warrants to Secured Party that (a) the
representations and warranties set forth in the Agreement and other Transaction
Documents are true and correct in all material respects, (b) no event has
occurred and is continuing, which constitutes an "Event of Default" under the
Agreement and/or the other Transaction documents, (c) Debtor is in compliance,
in all








material respects, with the covenants and agreements set forth in the
Agreement and/or the other Transaction Documents and (d) Debtor, upon receipt of
this waiver agreement, will pay to Secured Party a fee of five thousand
($5,000.00) dollars.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Agreement. Except as expressly permitted herein,
all other provisions of the Agreement and the other Transaction Documents remain
unmodified and are in full force and effect.


                           BANK OF AMERICA, N.A., as successor
                           by merger to Fleet National Bank



                           By:      /s/ Martha Novak
                                    --------------------------
                                    Name: Martha Novak
                                    Title: Senior Vice President



MISONIX, INC.



By:      /s/ Michael A. McManus
         -----------------------------------
         Name:  Michael A. McManus, Jr.
         Time:  President and Chief Executive Officer

EX-10.(WW)

               AMENDMENT NO. 5 TO THE LOAN AND SECURITY AGREEMENT
               --------------------------------------------------


         This AMENDMENT NO. 5 ("Amendment No. 5") dated as of February 14, 2006
to the Loan and Security Agreement dated as of January 18, 2002 by and between
MISONIX, INC., a New York corporation with offices at 1938 New Highway,
Farmingdale, New York 11735 ("Debtor") and BANK OF AMERICA, N.A., as successor
by merger to Fleet National Bank, a national banking association having a place
of business at 300 Broad Hollow Road, Melville, New York 11747 ("Secured
Party"), as amended by Amendment No. 1 to the Loan and Security Agreement dated
as of November 12, 2002, as further amended by Amendment No. 2 to the Loan and
Security Agreement dated June 20, 2003, as further amended by Amendment No. 3 to
the Loan and Security Agreement dated as of January 18, 2005, as further amended
by Amendment No. 4 to the Loan and Security Agreement dated as of February 18,
2005.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, on January 18, 2002, Debtor and Secured Party had entered into
a certain loan and security agreement, as amended by Amendment No. 1 to the Loan
and Security Agreement dated on or about November 11, 2002, as further amended
by Amendment No. 2 to the Loan and Security Agreement dated June 20, 2003, as
further amended by Amendment No. 3 to the Loan and Security Agreement dated as
of January 18, 2005, as further amended by Amendment No. 4 to the Loan and
Security Agreement dated as of February 18, 2005 (collectively, the "Loan
Agreement").

         WHEREAS, Debtor has requested that Secured Party, among other things,
amend certain financial covenants, and the Secured Party has agreed to do so, in
the manner set forth below, provided however, that among other things, Debtor
execute this Amendment No. 5.

         NOW, THEREFORE, in consideration of the mutual promises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:

         1. Section 9.26. (a) of the Loan Agreement shall be amended in its
entirety to read as follows:

                                    (a) Commencing on December 31, 2006, Debtor
                           and its Consolidated Subsidiaries shall maintain at
                           all times a ratio of Funded Debt to EBITDA of not
                           greater than 2.00 to 1, to be tested on a
                           consolidated basis at the end of each fiscal quarter,
                           based upon the financial statements required to be
                           submitted to Secured Party pursuant to Section 9.1.
                           herein, and shall be tested on a trailing
                           four-quarter basis.


          2. Section 9.26. (b) of the Loan Agreement shall be amended in its
entirety to read as follows:

                                    (b) Debtor and its domestic Consolidated
                           Subsidiaries shall maintain at all times a "Quick
                           Ratio" of not less than 1.25 to 1, to be tested on a
                           consolidated basis at the end of each fiscal quarter,
                           based upon the financial statements required to be
                           submitted to Secured Party pursuant to Section 9.1.
                           herein. "Quick Ratio" shall be defined as (cash, cash
                           equivalents, and Receivables, net of bad debt
                           reserves) to (Current Liabilities).

         3. The following sub section (e) shall be added to Section 9.26. of the
Loan Agreement:

                                    (e) At all times through December 30, 2006,
                           Debtor and its Consolidated Subsidiaries shall
                           maintain a minimum consolidated EBITDA of $750,000.00
                           per quarter.

         4. As an inducement to the Secured Party's modifying the Loan Agreement
pursuant to the terms hereof, Debtor agrees to pay, upon execution of this
Agreement, Secured Party's counsel's legal fees plus disbursements thereof, as
set forth in the invoice delivered to Debtor as of the date hereof.

         5. This Amendment No. 5 and the other Transaction Documents, and the
rights and obligations of the parties hereunder or thereunder, as the case may
be, will be construed and interpreted in accordance with the laws of the State
of New York (excluding the laws applicable to conflicts or choice of law).

         6. DEBTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AMENDMENT
NO. 5 OR ANY OF THE OTHER TRANSACTION DOCUMENTS MAY, AT THE OPTION OF SECURED
PARTY, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT
SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON DEBTOR BY MAIL AT THE
ADDRESS SET FORTH IN THIS AMENDMENT NO. 5. DEBTOR HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

         7. Debtor hereby grants to Secured Party a continuing lien, security
interest and right of setoff as security for all liabilities and obligations to
Secured Party, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of Secured Party or any entity under the control
of Bank of America or in transit to any of them. At any time, without demand or
notice (any such notice being expressly waived by Debtor), Secured Party may set
off the same or any







part thereof and apply the same to any liability or obligation of Debtor even
though unmatured and regardless of the adequacy of any other collateral securing
the Loans. ANY AND ALL RIGHTS TO REQUIRE SECURED PARTY TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE DEBTOR OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.

         8. DEBTOR AND SECURED PARTY (BY ENTERING INTO THIS AMENDMENT NO. 5)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THE AGREEMENT (INCLUDING THIS AMENDMENT NO. 5) OR ANY OF THE
OTHER TRANSACTION DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH
OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF SECURED PARTY RELATING TO
THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE TRANSACTION DOCUMENTS, AND
AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, DEBTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. DEBTOR
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF SECURED PARTY HAS
PRESENTED, EXPRESSLY OR OTHERWISE, THAT SECURED PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR SECURED PARTY TO ENTER INTO THIS AMENDMENT NO. 5.







          IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 as
of the day and year first above written.


         BANK OF AMERICA, N.A., as successor
         by merger to Fleet National Bank

         By:  /s/ Martha Novak
              ---------------------------------------
                  Name:  Martha Novak
                  Title:  Senior Vice President


         MISONIX, INC.

         By:  /s/ Michael A. McManus
              ---------------------------------------
                  Name:  Michael A. McManus, Jr.
                  Title:  President and Chief Executive Officer