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): May 10, 2013 (May 7, 2013)

MISONIX, INC.

(Exact name of registrant as specified in its charter)

New York	1-10986	11-2148932
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Under the terms of a Letter Agreement, dated May 7, 2013 (the “Letter Agreement”), between Stavros Vizirgianakis and MISONIX, INC. (the “Company”), the Company agreed to have its board of directors (the “Board”) vote to expand the Board by one position and nominate Mr. Vizirgianakis for the newly-created position on the Board.

The Letter Agreement also contains a standstill provision whereby, unless the Company consents, for a period of eighteen (18) months after the date of the Letter Agreement, Mr. Vizirgianakis will not directly or indirectly (a) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, any beneficial ownership or record ownership of any shares of the Company’s common stock, par value $.01 per share (“Common Stock”), in excess of 19.99% of the number of shares of Common Stock then issued and outstanding (the “Standstill Limit”); (b) participate in the formation of any person or group for the purpose of acquiring Common Stock in excess of the Standstill Limit; (c) solicit, or participate in any solicitation of proxies or become a participant in any election contest with respect to the Company (other than in Mr. Vizirgianakis’ capacity as a member of the Board); or (d) instigate, encourage or knowingly assist any other person to take any action that would violate the foregoing (a) through (c) (the foregoing (a) through (d) collectively, the “Standstill Provision”).

However, the Standstill Provision shall not be in effect (x) after the Company publicly announces that it is seeking purchasers for the Company or that the Company is otherwise exploring strategic options that, if effected or concluded, are reasonably likely to result in the events described in (y); (y) after the Company publicly announces a transaction, or an intention to effect a transaction, which would result in either (1) the sale, transfer, disposition or exclusive license by the Company to a third party of assets representing more than 40% of the consolidated earning power or assets (whether by book value or fair market value) of the Company, or (2) the persons who, immediately prior to such transaction, had beneficial ownership of 50% or more of the total voting power of the Company do not continue to beneficially own at least 50% of the total voting power of the acquiring entity, or in the case of a merger transaction, the surviving corporation; or (z) after any third party commences a tender or exchange offer, which, if successful, would result in such third party beneficially owning not less than 50% of the then outstanding Common Stock.

Additionally, the Standstill Provision does not prohibit (i) Mr. Vizirgianakis or his affiliates from acquiring the securities of another company that beneficially owns less than 5% of any securities of the Company; (ii) employees of Mr. Vizirgianakis or his affiliates from purchasing the Company’s securities for their own account; (iii) Mr. Vizirgianakis from initiating discussions with or submitting proposals to the Company (including proposing waivers of the Standstill Provision), or otherwise from taking any actions, solely related to licensing, collaboration, research, development, marketing or comparable agreements, or the parties from entering into any relationship or transaction in the ordinary course of business; (iv) Mr. Vizirgianakis from taking any action that is approved in advance by the Board; or (v) Mr. Vizirgianakis from initiating discussion or making proposals to the Company, in a confidential manner, regarding any transaction, including a reorganization, business combination, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, that would not be reasonably expected to require the Company to make a public announcement regarding any of the types of matters set forth in the Standstill Provision.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the provisions of the Letter Agreement attached to this report as Exhibit 10.1.

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2013, the Company issued a press release announcing its financial results for the three months ended March 31, 2013. The press release is attached hereto as Exhibit 99.1. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

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

(a) On May 7, 2013, the Board increased the number of directors constituting the entire Board of the Company to a total of seven (7) and elected Stavros Vizirgianakis to fill the newly created directorship position. The Board has determined that Mr. Vizirgianakis is not independent according to the corporate governance standards of The NASDAQ Stock Market. The full text of a press release issued on May 10, 2013 announcing the election is included as Exhibit 99.2 to this report and is incorporated herein by reference.

(b) On May 7, 2013, Michael C. Ryan, the Company’s Senior Vice President, Medical Division, was terminated from such position with the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1 Letter Agreement, dated May 7, 2013, between MISONIX, INC. and Stavros Vizirgianakis.

Exhibit 99.1 Press Release of MISONIX, INC., dated May 9, 2013.

Exhibit 99.2 Press Release of MISONIX, INC., dated May 10, 2013.

 

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: May 10, 2013	MISONIX, INC.
	By:	/s/ Richard Zaremba
		Richard Zaremba
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

10.1 Letter Agreement, dated May 7, 2013, between MISONIX, INC. and Stavros Vizirgianakis

99.1 Press Release of MISONIX, INC., dated May 9, 2013

99.2 Press Release of MISONIX, INC., dated May 10, 2013.

EX-10.1

MISONIX, INC.
1938 New Highway
Farmingdale, NY 11735

May 7, 2013

Via Email

Mr. Stavros G. Vizirgianakis

1/16-18 Tennyson Street

Williamstown North

3016

Victoria

AUSTRALIA

Dear Stavros:

The Board of Directors (the “Board”) of MISONIX, INC. (the “Company”) is considering expanding the size of the Board by one (1) position and nominating you (the “Nominee”) to fill the newly-created position on the Board. Subject to the Nominee’s agreement with the terms and conditions set forth in this letter agreement (the “Letter Agreement”), the Board has instructed me to inform you that it will vote to expand the size of the Board by one (1) position and appoint the Nominee to fill the newly-created position.

Terms used but not defined in this Letter Agreement have the meanings set forth in Exhibit A to this Letter Agreement.

1.          Directorship.

(a)          The independent members of the Board shall approve, or recommend to the full Board, the nomination of the Nominee and the Board shall if a vacancy on the Board then exists or can be created by the Board, appoint the Nominee to the Board by filling, or creating and filling, such vacancy.

(b)          Each committee of the Board shall include the Nominee (subject to applicable SEC and Trading Market rules regarding independence).

(c)          The Nominee, upon election to the Board, will serve on the same basis as all other directors of the Company.

2.          Corporate Opportunities.   It is understood and accepted by the parties that the Nominee, and his Affiliates, may have interests in other business ventures which may be in conflict with the activities of the Company and its Subsidiaries and that nothing in this Letter Agreement shall limit the respective current or future business activities of the Nominee, or any of his Affiliates, whether or not such activities are competitive with those of the Company and its Subsidiaries; provided, however, that the Nominee shall remain subject to the obligations concerning confidential information set forth in the Confidentiality Agreement. Each of the parties acknowledges that corporate and investment opportunities may from time to time come to the attention of the Nominee, or his Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees. Subject to the continued compliance by the Nominee with the obligations concerning confidential information set forth in the Confidentiality Agreement and other obligations of confidentiality imposed on directors by the applicable provisions of the New York Business Corporation Law, the Company on its own behalf and on behalf of each of its Subsidiaries renounces such opportunities, other than such opportunities regarding ultrasonic therapeutic medical devices or products sold to spine surgeons, maxillofacial surgeons, neurologists and/or wound care professionals that are directly competitive with the business of the Company and known to the Nominee, provided that such opportunities came to the attention of the Nominee other than as a result of his position as a director of the Company.

3.          Standstill. Except with the written consent of the Company (which consent may be given or withheld in the sole discretion of the Company) or by way of stock dividends or other distributions made to the Company’s shareholders generally, the Nominee agrees that for a period of eighteen (18) months from the date of this Letter Agreement, but subject to Section 4, the Nominee and his Affiliates will not in any manner, directly or indirectly:

(a)          acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, any Beneficial Ownership or record ownership of any shares of Common Stock in excess of 19.99% of the number of shares of Common Stock then issued and outstanding (the “Standstill Limit”);

(b)          participate in the formation of any Person or Group for the purpose of acquiring Common Stock in excess of the Standstill Limit;

(c)          solicit, or participate in any “solicitation” of “proxies” or become a “participant” in any “election contest” (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Company (other than in the Nominee’s capacity as a member of the Board of the Company); or

(d)          instigate, encourage or knowingly assist any other Person to take any action that would violate the provisions of this Section 3.

4.          Exceptions to Standstill Provisions.

(a)          The provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces that it is seeking purchasers for the Company or that the Company is otherwise exploring strategic options that, if effected or concluded, are reasonably likely to result in the effects described in Section 4(b). It is expressly agreed that in the event the Board takes formal action to invite or solicit any other party to participate in actions that the Nominee is prohibited from engaging in pursuant to Section 3, then the Company shall notify the Nominee in writing within two (2) Business Days and shall extend to the Nominee the same invitation or solicitation provided to such other party.

(b)          The provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces a transaction, or an intention to effect a transaction, which would result in (i) the sale, transfer, disposition or exclusive license by the Company or its Subsidiaries to a third party of assets representing more than 40% of the consolidated earning power or assets (whether by book value or fair market value) of the Company and its Subsidiaries, or (ii) the Persons who, immediately prior to such transaction, had Beneficial Ownership of 50% or more of the Total Voting Power of the Company do not continue to Beneficially Own at least 50% of the Total Voting Power of the acquiring entity or, in the case of a merger transaction, the surviving corporation (or, if the surviving corporation is a Subsidiary of a parent company, the parent company).

(c)          If any third party (acting in a manner which does not also constitute a breach by the Nominee or any of his Affiliates of the restrictions set forth in Section 4) commences a tender or exchange offer which, if successful, would result in such third party Beneficially Owning not less than 50% of the then outstanding Common Stock, thereafter the provisions of Section 3 shall be inoperative and of no further force or effect.

(d)          The provisions of Section 3 shall not prohibit (i) the Nominee or his Affiliates from acquiring the securities of another company that Beneficially Owns less than 5% of any securities of the Company; (ii) employees of the Nominee or his Affiliates (who are not officers or directors thereof) from purchasing the Company’s securities for their own account; (iii) the Nominee from initiating discussions with or submitting proposals to the Company (including proposing waivers of the provisions of Section 3), or otherwise from taking any actions, solely related to licensing, collaboration, research, development, marketing or comparable agreements, or the parties from entering into any relationship or transaction in the ordinary course of business; (iv) the Nominee from taking any action that is approved in advance by the Board; or (iv) the Nominee from initiating discussions or making proposals to the Company, in a confidential manner, regarding any transaction, including a reorganization, business combination, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, that would not be reasonably expected to require the Company to make a public announcement regarding any of the types of matters set forth in Section 3.

5.          Condition Precedent to the Obligations of the Company. The obligation of the Company to nominate the Nominee to the Board is subject to the satisfaction or waiver by the Company of the following condition:

(a)          The Nominee shall have executed and delivered to the Company a Director’s and Officer’s Questionnaire in the form of Exhibit B hereto (the “Questionnaire”).

6.          Entire Agreement. This Letter Agreement, together with the Confidentiality Agreement and the Questionnaire, contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

7.          Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified for the relevant receiving party on the signature pages to this Letter Agreement prior to 5:30 p.m. (in the time zone of the receiving party) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified for the relevant receiving party on the signature pages to this Letter Agreement on a day that is not a Business Day or later than 5:30 p.m. (in the time zone of the receiving party) on any Business Day, (c) the third Business Day following the date of deposit with an internationally recognized overnight courier service for delivery on the following Business Day, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.

8.          Applicable Law; Jurisdiction; Etc.

(a)          This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

(b)          Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in any state court within the State of New York (or, if a state court located within the State of New York declines to accept jurisdiction over a particular matter, any court of the United States located in the State of New York) in connection with any matter based upon or arising out of this Letter Agreement or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws of the State of New York or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Letter Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein.

(c)          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

9.          Survival. The agreements and covenants contained herein shall survive the execution of this Letter Agreement.

10.         Execution. This Letter Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Any such counterpart, to the extent delivered by means of a fax machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

11.         Binding Effect. This Letter Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the parties and their permitted successors and assigns. Notwithstanding the foregoing, the Nominee may not assign his rights or obligations under this Letter Agreement.

12.         Amendments; Waiver; Consents. No amendment or waiver of any provision of this Letter Agreement nor consent to any departure therefrom shall in any event be effective unless the same shall be in writing and signed by the Nominee and the Company, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given, and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other breach of such provision or be deemed to be or constitute a waiver of any other provision hereof. The failure by a party to insist upon strict adherence to any provision of this Letter Agreement on one or more occasions shall not be considered a waiver or deprive it of the right thereafter to insist upon strict adherence to that provision or any other provision of this Letter Agreement. Whenever this Letter Agreement requires a permit or consent by or on behalf of either party hereto, such consent shall be effective only if given in writing in a manner consistent with the requirements for a waiver of compliance as set forth above.

13.         Headings. The Section headings contained in this Letter Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Letter Agreement.

14.         Construction. This Letter Agreement shall not be construed for or against any party to this Letter Agreement because that party or its legal representative drafted all or any part of this Letter Agreement.

Kindly evidence your agreement with the foregoing by signing this Letter Agreement where indicated below and returning it with the completed Questionnaire to the undersigned.

Sincerely,
MISONIX, INC.
By:	/s/ Michael A. McManus
	Michael A. McManus, Jr.
	President and Chief Operating Officer

Address:	1938 New Highway
	Farmingdale, NY 11735
Facsimile:	(631) 694-5740
Email:	mmcmanus@misonix.com

ACCEPTED AND AGREED TO AS OF

THE DATE FIRST SET FORTH ABOVE:

 /s / Stavros G. Vizirgianakis

Stavros G. Vizirgianakis

Address:	1/16-18 Tennyson Street
	Williamstown North
	3016 Victoria AUSTRALIA
Facsimile:
Email:

Exhibit A

Definitions

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with a Person, as such terms are used in and construed under Rule 144.

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act. The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by Law to remain closed.

“Common Stock” means the common stock, par value $.01 per share, of the Company.

“Confidentiality Agreement” means that certain letter agreement, dated as of August __, 2012, among the Company, Surgical Innovations, Stavros Vizirgianakis and Gregory Vizirgianakis.

“Control” (including the terms “controlled,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Group” has the meaning given such term in Section 13(d)(3) and Rule 13d-3 of the Exchange Act.

“Law” means any and all applicable federal, state, provincial, local, municipal, foreign or other law, statute, treaty, constitution, principle of common law, ordinance, code, directive, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental entity or body.

“Person” means an individual, any corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), branch office, firm or other enterprise, association, organization or entity (including a “person” as defined in Section 23(d)(3) of the Exchange Act) or governmental entity or body.

“SEC” means the U.S. Securities and Exchange Commission.

“Subsidiary” means, with respect to a Person, any other entity which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, greater than 40% of the Total Voting Power of such other entity, or of which such Person is the managing member or general partner, or which such Person is otherwise contractually entitled to direct and control.

“Total Voting Power” means, with respect to any entity, the total number of votes entitled to be cast by the holders of the outstanding common stock and any other securities entitled, in the ordinary course, to vote generally in the election of directors of such entity and not solely upon the occurrence and/or during the continuation of certain specified events.

“Trading Market” means the The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, The NYSE Amex, The New York Stock Exchange, Inc., the OTC Market or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted.

EX-99.1

Misonix Contact:	Investor Relations Contact:
Richard Zaremba	Joe Diaz, Lytham Partners
631-694-9555	602-889-9700
invest@misonix.com	mson@lythampartners.com

Misonix Reports Nine Months Fiscal 2013 Financial Results

Recurring Revenue for the Nine months Equal 43% of Net Sales

FARMINGDALE, NY – May 9, 2013 – Misonix, Inc. (NASDAQ: MSON), a surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products worldwide for spine surgery, cranial maxillo – facial surgery, neurosurgery, wound debridement, cosmetic surgery, laparoscopic surgery and other surgical applications, today reported financial results for the nine months and the third quarter of fiscal year 2013, ended March 31, 2013.

Highlights for the quarter and the nine month period include:

· Revenue for the nine months increased 7% to $11.1 million compared to $10.4 million in the first nine months of 2012. Third quarter revenue decreased 17% to $3.0 million compared to $3.6 million in the third quarter of 2012.

· BoneScalpel™ revenue increased 55% for the first nine months of 2013; SonicOne revenue increased 83% for the nine months.

· Excluding revenue from legacy products, BoneScalpel, SonicOne and SonaStar revenue increased 27% for the first nine months of fiscal 2013 to $10.2 million versus the comparable period in 2012.

· For the nine months, BoneScalpel, SonicOne and SonaStar domestic sales increased 39% to $3.6 million.

· Bone Scalpel domestic disposables revenue and domestic units sold increased 48% and 44% respectively, over the second quarter fiscal 2013.

· Royalty income received totaled $1.8 million for the nine months ended March 31, 2013 versus $462,000 for the same period in fiscal 2012.

· During the quarter, the Company received 2 method-of-use patents related to the BoneScalpel product; and applied for 5 patents, including method-of-use and upgraded technology for the BoneScalpel product.

· Cash and cash equivalents totaled $6.1 million at March 31, 2013 with no long-term debt.

· For the nine months, the Company reported a net loss of $1.1 million, or $(0.16) per share, compared to a net loss of $78,488, or $(0.01) per share, in the comparable nine month period of 2012. For the third quarter of fiscal 2013, the Company reported a net loss of $528,330, or $(0.08) per share, compared to a net loss of $214,625, or $(0.03) per share, in the third quarter of 2012.

Q3 2013 Financial Results:

For the third quarter of fiscal 2013, revenue was $3.0 million, comparable to $3.6 million in the third quarter of 2012. BoneScalpel revenue for the quarter decreased 10% to $1.1 million compared to $1.2 million in the comparable quarter of fiscal 2012. BoneScalpel domestic disposable sales increased to $228,000, or 47.7%, compared to BoneScalpel disposable sales in the fiscal second quarter of 2012. SonicOne revenue increased 86% to $398,074 compared to $213,686 in the third quarter last year. SonaStar revenue decreased 15% to $1.3 million compared to $1.5 in the third quarter last year. BoneScalpel, SonicOne and Sonastar revenue decreased 6% to $2.8 million for the three months ended March 31, 2013 compared to the comparable period in fiscal 2012.

As expected, other revenue, which includes the legacy products Autosonix and Lysonix, sold by outside distribution partners, decreased 66% as these late stage products approach end-of-life.

For the quarter, royalty income, received predominantly from Covidien, increased substantially to $1.0 million compared to $135,794 in the third quarter of 2012.

Gross margin for the third quarter of fiscal 2013 was 51%, primarily attributable to an unfavorable mix of low and high margin product deliveries and the increase in minimum gross profit contribution requirements related to the Soma product, which had a 6.2% adverse effect on gross margin. Operating expenses for the third fiscal quarter increased 27%, as the Company continued to invest in research and development, sales, marketing and customer support capabilities.

For the third quarter of fiscal year 2013, the Company reported a net loss of $528,330, or $(0.08) per share, which included income from discontinued operations of $172,007, or $0.02 per share, compared to a net loss of $214,625, or $(0.03) per share, in the comparable three month period of 2012, which included a net loss from discontinued operations of $163,243, and a gain from the sale of discontinued operations of $225,032, resulting in net income from discontinued operations of $61,789, or $0.01 per share.

Nine Months 2013 Financial Results:

Net sales increased seven percent to $11.1 million for the nine months ended March 31, 2013 from $10.4 million in the nine months ended March 31, 2012. BoneScalpel revenue for the nine months increased 55% to $4.8 million compared to $3.1 million in the comparable period of fiscal 2012. SonicOne revenue increased 83% to $1.4 million compared to $777,885 in the nine month period of the prior year. SonaStar revenue decreased 5.6% to $3.9 million compared to $4.1 million for the nine month period of 2012.

As expected, other revenue, which includes legacy the products Autosonix and Lysonix sold by outside distribution partners, decreased $1.5 million, or 63%, as these late stage products approach end-of-life. Excluding all other revenue, BoneScalpel, SonicOne and SonaStar revenues increased 27% for the nine months ended March 31, 2012.

For the first nine months of fiscal 2013, royalty income received, predominantly from Covidien, increased substantially to $1.8 million compared to $462,301 for the first nine months of 2012.

Gross margin for the nine months ended March 31, 2013 was 55%, primarily attributable to an unfavorable mix of low and high margin product deliveries in addition to the increase in minimum gross profit contribution requirement related to the Soma product which had a 5% adverse impact on gross margin. Operating expenses for the nine month period increased 17% as the Company continued to invest in research and development, sales, marketing and customer support capabilities.

For the nine months, the Company reported a net loss of $1.1 million, or $(0.16) per share, which included income from discontinued operations of $181,800, or $0.03 per share, compared to a net loss of $78,488, or $(0.01) per share in the comparable nine month period of 2012, which included a net loss from discontinued operations of $369,424, and a gain from the sale of discontinued operations of $1.1 million, totaling net income from discontinued operations of $773,966, or $0.11 per share.

Michael A. McManus, Jr., president and chief executive officer of Misonix, commented, “For the nine months of fiscal 2013, we had a very positive impact from the recurring revenue component of our business – disposables sales of our flagship BoneScalpel, SonicOne and SonaStar products. Revenue from the sale of disposables totaled $4.8 million, or 43% of total sales. On a sequential basis, BoneScalpel disposables revenue and unit sales increased 48% and 44%, respectively, in the third quarter from the second quarter.

“Disposable revenue is significant in that hospitals across the country are increasingly evaluating medical devices for efficacy and cost effectiveness and have distinctly lengthened the domestic sales cycle. The resulting delay in completing instrument sales or placements is now being increasingly offset by our growing recurring revenue component. In addition, we are now benefitting to a greater degree by expanded royalty income and license fees. We have developed a significant portfolio of intellectual property and are pleased to see that it is generating increasing royalty revenue, predominantly from Covidien, as evidenced by the $1.8 million earned in the nine months of 2013 compared to the $462,000 earned in the comparable nine months of 2012.”

“While the dynamics in the healthcare markets appear to be changing, we are well positioned to address these changes. The financial condition of the Company continues to be strong with a solid cash position and no long-term debt. We have a diversified revenue stream with a growing recurring revenue component, improving royalty income and leading-edge ultrasonic surgical instruments that deliver improved patient outcomes and operating efficiencies to the global surgical community. We believe there are great opportunities going forward,” concluded Mr. McManus.

Conference Call:

Michael A. McManus, Jr., president and chief executive officer, and Richard Zaremba, senior vice president and chief financial officer, will host a conference call on Thursday, May 9, 2013, at 4:30 pm ET to discuss the financial results of the first nine months of fiscal 2013.

Shareholders and other interested parties can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet webcast, which is available in the Investor Relations section of the Company's website at www.misonix.com.

A teleconference replay of the call will be available for three days at (877) 344-7529 or (412) 317-0088, confirmation # 10028599. A webcast replay will be available in the Investor Relations section of the Company's website at www.misonix.com for 30 days.

About Misonix:

Misonix, Inc. designs, manufactures and markets therapeutic ultrasonic medical devices. Misonix’s therapeutic ultrasonic platform is the basis for several innovative medical technologies. Addressing a combined market estimated to be in excess of $3 billion annually; Misonix’s proprietary ultrasonic medical devices are used for wound debridement, cosmetic surgery, neurosurgery, laparoscopic surgery, and other surgical and medical applications. Additional information is available on the Company’s Web site at www.misonix.com.

With the exception of historical information contained in this press release, content herein may contain "forward looking statements" that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances.  Investors are cautioned that forward looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include general economic conditions, delays and risks associated with the performance of contracts, risks associated with international sales and currency fluctuations, uncertainties as a result of research and development, acceptable results from clinical studies, including publication of results and patient/procedure data with varying levels of statistical relevancy, risks involved in introducing and marketing new products, potential acquisitions, consumer and industry acceptance, litigation and/or court proceedings, including the timing and monetary requirements of such activities, the timing of finding strategic partners and implementing such relationships,  regulatory risks including approval of pending and/or contemplated 510(k) filings, the ability to achieve and maintain profitability in the Company's business lines, and other factors discussed in the Company's Annual Report on Form 10 K, subsequent Quarterly Reports on Form 10 Q and Current Reports on Form 8 K.  The Company disclaims any obligation to update its forward looking relationships.

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Financial Tables to Follow

MISONIX, INC. And Subsidiaries

 Consolidated Balance Sheets

	March 31, 2013			June 30, 2012
	(Unaudited)			(derived from audited
				financial statements)
Assets
Current Assets:
Cash and cash equivalents	$	6,091,564		$	6,273,015
Accounts receivable, less allowance
for doubtful accounts of $199,641 and
$155,739, respectively		2,788,281			3,158,084
Inventories, net		4,448,400			4,380,841
Prepaid expenses and other current assets		328,219			306,691
Note receivable		-			198,117
Total current assets		13,656,464			14,316,748
Property, plant and equipment, net		1,172,781			891,822
Goodwill		1,701,094			1,701,094
Intangible and other assets		1,193,205			1,403,173
Total assets	$	17,723,544		$	18,312,837
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	1,367,586		$	1,507,695
Accrued expenses and other current liabilities		1,203,282			1,074,932
Total current liabilities		2,570,868			2,582,627
Deferred income		83,987			117,147
Deferred lease liability		23,607			22,996
Total liabilities		2,678,462			2,722,770
Commitments and contingencies
Stockholders' equity:
Capital stock, $0.01 par value - shares authorized 20,000,000, 7,169,046 and
7,082,920 shares issued and 7,091,486 and 7,005,360 shares
outstanding, respectively		71,690			70,829
Additional paid-in capital		26,724,370			26,132,951
Accumulated deficit		(11,339,985	)		(10,202,720	)
Treasury stock, at cost, 77,560 shares		(410,993	)		(410,993	)
Total stockholders' equity		15,045,082			15,590,067
Total liabilities and stockholders' equity	$	17,723,544		$	18,312,837

MISONIX, INC. And Subsidiaries

Consolidated Statements of Operations

Unaudited

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2013			2012			2013			2012
Net sales	$	3,023,487		$	3,609,746		$	11,068,243		$	10,377,480
Cost of goods sold		1,482,329			1,491,225			4,953,193			4,226,193
Gross profit		1,541,158			2,118,521			6,115,050			6,151,287
Selling expenses		1,764,718			1,245,782			4,768,867			3,620,079
General and administrative expenses		1,155,613			1,024,029			3,290,671			3,274,234
Research and development expenses		379,901			333,308			1,143,289			946,984
Total operating expenses		3,300,232			2,603,119			9,202,827			7,841,297
Loss from operations		(1,759,074	)		(484,598	)		(3,087,777	)		(1,690,010	)
Total other income		999,611			122,322			1,713,415			549,421
Loss from continuing operations before income taxes		(759,463	)		(362,276	)		(1,374,362	)		(1,140,589	)
Income tax benefit		(59,126	)		(85,862	)		(55,297	)		(288,135	)
Net loss from continuing operations		(700,337	)		(276,414	)		(1,319,065	)		(852,454	)
Discontinued operations:
Gain from sale of discontinued operations net of tax expense of $81,349, $29,756, $81,349 and $562,024, respectively		168,651			225,032			168,651			1,143,390
Net income (loss) from discontinued operations, net of a tax expense of $1,619, tax benefit of $51,070, tax expense of $1,619 and a tax benefit of $181,587, respectively		3,356			(163,243	)		13,149			(369,424	)
Net income from discontinued operations		172,007			61,789			181,800			773,966
Net loss	$	(528,330	)	$	(214,625	)	$	(1,137,265	)	$	(78,488	)
Net loss per share from continuing operations-Basic	$	(0.10	)	$	(0.04	)	$	(0.19	)	$	(0.12	)
Net income per share from discontinued operations-Basic		0.02			0.01			0.03			0.11
Net loss per share-Basic	$	(0.08	)	$	(0.03	)	$	(0.16	)	$	(0.01	)
Net loss per share from continuing operations-Diluted	$	(0.10	)	$	(0.04	)	$	(0.19	)	$	(0.12	)
Net income per share from discontinued operations-Diluted		0.02			0.01			0.03			0.11
Net loss per share-Diluted	$	(0.08	)	$	(0.03	)	$	(0.16	)	$	(0.01	)
Weighted average common shares-basic		7,060,965			7,001,404			7,028,790			7,001,381
Weighted average common shares-diluted		7,060,965			7,001,404			7,028,790			7,001,381

EX-99.2

Misonix Contact:	Investor Relations Contact:
Richard Zaremba	Joe Diaz, Lytham Partners
631-694-9555	602-889-9700
invest@misonix.com	mson@lythampartners.com

Misonix Appoints Stavros Vizirgianakis to Board of Directors

Board Expands to Seven Members

FARMINGDALE, NY – May 10, 2013 – Misonix, Inc. (NASDAQ: MSON), a surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products worldwide for spine surgery, cranial maxillo – facial surgery, neurosurgery, wound debridement, cosmetic surgery, laparoscopic surgery and other surgical applications, announced today that Mr. Stavros Vizirgianakis has been appointed to the Misonix Board of Directors. The addition of Mr. Vizirgianakis expands the Misonix Board to seven members, with five members considered to be independent directors. Mr. Vizirgianakis is a Misonix shareholder, having acquired 5.3 percent of the Company’s outstanding common stock in the open market in recent years.

Stavros Vizirgianakis has extensive medical device sales and marketing experience as a principal in Applied BioSurgical, a large medical device distributor in South Africa, and as a partner in MD Solutions Australasia PTY LTD, an Australian-based distributor of medical device products. Both companies are major distributors for a large number of medical device companies throughout the world.

Applied BioSurgical and MD Solutions have been exclusive distributors of Misonix products in their respective territories for many years.

Mr. Michael A. McManus, Jr., president and chief executive officer of Misonix, said, “We are very pleased to welcome Stavros Vizirgianakis to our Board of Directors. Stavros has a documented track record of success in marketing medical devices throughout the world. I have gotten to know Stavros over the years as he has successfully sold our products internationally. His industry knowledge, marketing experience, and his vast business relationships will be a great benefit to Misonix in the coming years.”

About Misonix:

Misonix, Inc. designs, manufactures and markets therapeutic ultrasonic medical devices. Misonix’s therapeutic ultrasonic platform is the basis for several innovative medical technologies. Addressing a combined market estimated to be in excess of $3 billion annually; Misonix’s proprietary ultrasonic medical devices are used for wound debridement, cosmetic surgery, neurosurgery, laparoscopic surgery, and other surgical and medical applications. Additional information is available on the Company’s Web site at www.misonix.com.

Private Securities Litigation Reform Act of 1995

With the exception of historical information contained in this press release, content herein may contain “forward looking statements” that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances.  Investors are cautioned that forward looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include general economic conditions, delays and risks associated with the performance of contracts, risks associated with international sales and currency fluctuations, uncertainties as a result of research and development, acceptable results from clinical studies, including publication of results and patient/procedure data with varying levels of statistical relevancy, risks involved in introducing and marketing new products, potential acquisitions, consumer and industry acceptance, litigation and/or court proceedings, including the timing and monetary requirements of such activities, the timing of finding strategic partners and implementing such relationships,  regulatory risks including approval of pending and/or contemplated 510(k) filings, the ability to achieve and maintain profitability in the Company’s business lines, and other factors discussed in the Company’s Annual Report on Form 10 K, subsequent Quarterly Reports on Form 10 Q and Current Reports on Form 8 K.  The Company disclaims any obligation to update its forward looking relationships.

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