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Item 9A. Controls and Procedures

2022-08-23 compared with 2021-08-24 · 99 added, 77 removed, 127 unchanged (58% of the section changed)

Controls and Procedures.

and Procedures.

of Disclosure Controls and Procedures

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controls and procedures were effective.

Management’s

Report on Internal Control over Financial Reporting

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internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to the rules of the SEC that exempt smaller reporting companies from the auditor attestation

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materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Regarding Foreign Jurisdictions that Prevent Inspections.

information required by Part III is incorporated by reference from our definitive Proxy Statement for the Fiscal 2023 Annual Meeting

of Shareholders (the “Proxy Statement”).

Except for those portions specifically incorporated in this Annual Report

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Annual Report on Form 10-K.

Directors, Executive Officers and Corporate Governance.

Executive Officers and Corporate Governance.

about our Executive Officers

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Cloud State University Foundation since June 2015.

has a bachelor’s degree from St.

Cloud State University.

MacCourt , age 43, joined Electromed in May 2020 as Chief Financial Officer.

Prior to joining Electromed, he served

as the Senior Director of Commercial Finance at Starkey Hearing Technologies, a large private hearing aid manufacturer, from August

2019 until May 2020.

He was responsible for partnering with Starkey’s senior leadership team to develop and execute

the company’s commercial strategy.

Previously, he spent more than nine years at Medtronic in roles of increasing responsibility,

concluding with his service as Divisional Chief Financial Officer of the Lung Health business from May 2015 to August 2019.

MacCourt also has an extensive consulting background primarily at PricewaterhouseCoopers, where he held management roles in

both financial process improvement and business analytics.

MacCourt started his career at Procter & Gamble and then ConAgra

Foods, where he held Financial Analyst, Cost Analyst and Business Analyst positions.

MacCourt graduated from Drake University

with a joint degree in Accounting/Finance, and is a Certified Public Accountant (CPA), a CFA charterholder, and a Certified Management

Accountant (CMA).

Board annually reviews and approves revisions to our Code of Ethics and Business Conduct (the “Code of Ethics”) that

Wirtz, age 39, joined Electromed in December 2021 as the Company’s Corporate Controller and has served as Electromed’s

Interim Chief Financial Officer, Treasurer and Secretary, since June 1, 2022.

Prior to joining Electromed, she served as Corporate

Controller at Icario, Inc.

from June 2018 to December 2021.

She was a senior consultant at Salo LLC from 2016 to June 2018.

began her career in accounting, serving in various roles focused on the life sciences industry at McGladrey & Pullen LLP (now

RSM US LLP) and Ernst & Young Global Limited.

Wirtz graduated from North Dakota State University with a degree in Accounting

and holds an active Certified Public Accountant (CPA) license in the State of Minnesota.

Holland, age 53, joined Electromed in February 2022 as the Company’s Chief Commercial Officer.

Prior to joining Electromed,

Holland was the Vice President of Commercialization at Prosomnus Sleep Technologies, Inc., a Medical Device manufacturer of

a mandibular advancement device for sleep apnea where he led new product introduction and revenue-growth initiatives across the

enterprise, from August 2021 to February 2022.

Prior to his time at Prosomnus, from 2008 to 2020, Mr.

Holland served in various

positions at Nonin Medical, Inc., a producer of noninvasive pulse oximeters, regional oximeters, and capnographs, including most

recently as Executive Vice President, Sales & Global Development from January 2019 to July 2020, and as Chief Commercial Officer

and Senior Vice President Global Sales, Marketing, Business Development from 2015 to July 2020 Earlier in his career, Holland

held various leadership roles at Cisco Systems and PriceWaterhouseCoopers.

Holland graduated from Minnesota State University

with a degree in Computer Science/Math (minor) and obtained a Master in Business Administration (MBA) with Distinction from Jack

Welch Management Institute – Strayer University.

Board annually reviews and approves revisions to our Code of Ethics and Business Conduct (the “Code of Ethics”) that

applies to all employees, directors, and officers, including the Chief Executive Officer and the Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer).

The Code of Ethics was updated in May 2020 and is available in the “Investor

Relations”

section of our website at www.smartvest.com.

The Code of Ethics was updated in May 2020 and is available in the “Investor

Relations” section of our website at www.smartvest.com.

We intend to disclose on our website any amendment to or waiver

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Such disclosure will be provided promptly following the date of the amendment

additional information required by this item is incorporated herein by reference to the sections labeled “Election of Directors,”

“Corporate Governance,”

“and “Security Ownership Certain Beneficial Owners and Management”

if any, under “Delinquent Section 16(a) Reports”

in the Proxy Statement.

Executive Compensation.

information required by this item is incorporated herein by reference to the sections labeled “Executive Compensation,”

“Director Compensation,”

and “Corporate Governance –

Personnel and Compensation Committee”

additional information required by this item is incorporated herein by reference to the sections labeled “Election of Directors,”

“Corporate Governance,” “and “Security Ownership Certain Beneficial Owners and Management” and,

if any, under “Delinquent Section 16(a) Reports” in the Proxy Statement.

Compensation.

information required by this item is incorporated herein by reference to the sections labeled “Executive Compensation,”

“Director Compensation,” and “Corporate Governance – Personnel and Compensation Committee” in the

Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

information required by this item relating to the security ownership of certain holders is incorporated herein by reference to

the sections labeled “Security Ownership of Certain Beneficial Owners and Management”

and “Equity Compensation

Plan Information”

in the Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence.

information required by this item is incorporated herein by reference to the sections labeled “Corporate Governance–Independence”

and “Related Person Transaction Approval Policy”

in the Proxy Statement.

Principal Accountant Fees and Services.

information required by this item is incorporated herein by reference to the section labeled “Ratification of the Appointment

of the Company’s Independent Registered Public Accounting Firm –

Audit Fees”

in the Proxy Statement.

Exhibits and Financial Statement Schedules.

the sections labeled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation

Plan Information” in the Proxy Statement.

Relationships and Related Transactions, and Director Independence.

information required by this item is incorporated herein by reference to the sections labeled “Corporate Governance–Independence”

and “Related Person Transaction Approval Policy” in the Proxy Statement.

Accountant Fees and Services.

Our independent registered public accounting firm is RSM US LLP, Rochester, MN , Auditor firm ID:

The information required by this item is incorporated herein by reference to the section labeled “Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm - Audit Fees” in the Proxy Statement.

and Financial Statement Schedules.

(a) Documents

filed as part of this report.

(1) Financial

The following financial statements are included in Part II, Item 8 of this

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of Operations for the years ended June 30, 2022 and 2021

of Shareholders’

Equity for the years ended June 30, 2021 and 2020

of Shareholders’ Equity for the years ended June 30, 2022 and 2021

of Cash Flows for the years ended June 30, 2022 and 2021

to Financial Statements

(2) Financial

Statement Schedules.

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Annual Report on Form 10-K.

Composite Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2015)

Articles of Incorporation, as amended through November 8, 2010 (incorporated by reference to Exhibit 3.1 to Annual

Report on Form 10-K for the fiscal year ended June 30, 2015)

Amended and Restated Bylaws, effective September 29, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed September 29, 2020)

Description of Securities (incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2019)

Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 15,

Form of Stock Option Award Agreement under the Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2011)*

Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 25, 2014)*

Form of Incentive Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive

Plan (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed November 25, 2014)*

Form of Nonqualified Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed November 25, 2014)*

Form of Restricted Stock Agreement under the Electromed, Inc.

of Stock Option Award Agreement under the Electromed, Inc.

2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4

to Quarterly Report on Form 10-Q for the quarter ended December 31, 2011)*

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 25,

of Incentive Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2

to Current Report on Form 8-K filed November 25, 2014)*

of Nonqualified Stock Option Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to

Exhibit 10.3 to Current Report on Form 8-K filed November 25, 2014)*

of Restricted Stock Agreement under the Electromed, Inc.

2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4

to Current Report on Form 8-K filed November 25, 2014)*

Electromed, Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 filed December 4, 2017)*

Form of Restricted Award Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K for the year ended June 30, 2018)*

Form of Restricted Award Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K for the fiscal year ended June 30, 2018)*

Form of Non-Qualified Option Agreement under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)*

Form of Restricted Stock Agreement (Non-Employee Directors) under the 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K for the year ended June 30, 2018)*

Non-Competition, Non-Solicitation and Confidentiality Agreement with Kathleen Skarvan dated effective December 1, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 3, 2012)*

Amended and Restated Employment Agreement with Kathleen Skarvan dated as of December 2, 2019 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 6, 2019)*

Employment Agreement with Michael J.

MacCourt dated as of May 7, 2020 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 18, 2020)*

Non-Competition,

Non-Solicitation and Confidentiality Agreement with Kathleen S.

Skarvan dated effective December 1, 2012 (incorporated by

reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 3, 2012)*

Non-Competition, Non-Solicitation and Confidentiality Agreement with Michelle C.

Wirtz dated effective December 20, 2021*

electronically

Non-Competition, Non-Solicitation and Confidentiality Agreement with Christopher G.

Holland dated effective February 16, 2022*

electronically

and Restated Employment Agreement with Kathleen S.

Skarvan dated as of December 2, 2019 (incorporated by reference to

Exhibit 10.1 to Current Report on Form 8-K filed December 6, 2019)*

Employment Agreement with Michelle C.

Wirtz dated February 21, 2022 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 7, 2022)*

Amendment to Employment Agreement with Michelle C.

Wirtz, dated June 1, 2022 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed June 7, 2022)*

Employment Agreement with Christopher G.

Holland dated February 16, 2022 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 10, 2022)*

Business Loan Agreement with Choice Financial Group, dated December 18, 2019 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 17, 2019)

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Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 16, 2020 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 17, 2020)

to Business Loan Agreement (Asset Based) with Choice Financial Group, Dated December 17, 2021 (incorporated by reference to

1 to Current Report on 8-K filed December 17, 2021)

Cooperation Agreement, dated July 25, 2022, by and among Electromed, Inc.

and Summers Value Partners LLC and certain of its affiliates signatory thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 25, 2022)

Description of Fiscal Year 2022 Officer Bonus Plan (incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for the fiscal year ended June 30, 2021)*

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Electronically

Management compensatory contract or arrangement.

Form 10-K Summary.

Page Interactive Data File (embedded within the inline XBRL Document)

electronically

compensatory contract or arrangement.

10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

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and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

executive officer)

Financial Officer

Interim Chief Financial Officer

financial and accounting officer)

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures