What changed in this filing

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Item 9A. Controls and Procedures

2024-08-27 compared with 2023-08-22 · 88 added, 116 removed, 129 unchanged (61% of the section changed)

39 unchanged sentences

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

Other Information.

the three months ended June 30, 2024, no director or officer of the Company adopted, modified or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)

of Regulation S-K.

Regarding Foreign Jurisdictions that Prevent Inspections.

information required by Part III is incorporated by reference from our definitive Proxy Statement for the Fiscal 2024 Annual Meeting

of Shareholders (the “Proxy Statement”).

information required by Part III is incorporated by reference from our definitive Proxy Statement for the annual meeting of shareholders

to be held in 2024 (the “Proxy Statement”).

Except for those portions specifically incorporated in this Annual Report

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Inc., from 2012 to 2014.

Cunniff holds a bachelor's degree

in Advertising and Business from the University of Illinois Urbana-Champaign and has completed the Advanced Management Program

at Harvard Business School.

Cunniff holds a bachelor’s

degree in advertising and business from the University of Illinois Urbana-Champaign and has completed the Advanced Management

Program at Harvard Business School.

Nagel , age 42, joined Electromed in November 2022 as the Company’s Chief Financial Officer, Treasurer and Secretary.

13 unchanged sentences

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.

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

from any provision of the Code of Ethics that applies to our Chief Executive Officer or our Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer), and that relates to any element of the Code of Ethics identified in Item

406(b) of Regulation S-K, as promulgated by the SEC.

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

The Code of Ethics 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 from any provision of the

Code of Ethics that applies to our Chief Executive Officer or our Chief Financial Officer (Principal Financial Officer and Principal

Accounting Officer), and that relates to any element of the Code of Ethics identified in Item 406(b) of Regulation S-K, as promulgated

Such disclosure will be provided promptly following the date of the amendment or waiver.

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

13 unchanged sentences

Accountant Fees and Services.

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

independent registered public accounting firm is RSM US LLP, Rochester, MN

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

6 unchanged sentences

Annual Report on Form 10-K:

of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm, PCAOB ID:

Sheets as of June 30, 2024 and 2023

7 unchanged sentences

Annual Report on Form 10-K.

Exhibit Number

Method of Filing

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)

Incorporated by Reference

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)

Incorporated by Reference

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)

Incorporated by Reference

Exhibit Number

Method of Filing

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

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)*

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)

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)

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

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

15 unchanged sentences

Exhibit 10.13 to Annual Report on Form 10-K for the fiscal year ended June 30, 2018)*

Form of Performance Stock Unit Agreement (Inducement Grant)*

Electronically

Form of Non-Qualified Stock Option Agreement (Inducement Grant)*

Electronically

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)*

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)*

of Performance Stock Unit Agreement (Inducement Grant) (incorporated by reference to Exhibit 10.11 to Annual Report on Form

10-K for the fiscal year ended June 30, 2023)*

of Non-Qualified Stock Option Agreement (Inducement Grant) (incorporated by reference to Exhibit 10.12 to Annual Report on

Form 10-K for the fiscal year ended June 30, 2023)*

Agreement with Bradley M.

1 unchanged sentence

8-K filed October 24, 2022)*

Exhibit Number

Method of Filing

Letter Agreement with Kathleen S.

Skarvan, dated February 14, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 14, 2023)*

Incorporated by Reference

Employment Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 5, 2023)*

Incorporated by Reference

Letter Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed June 5, 2023)*

Incorporated by Reference

Letter Agreement with Christopher G.

Holland, dated June 9, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 15, 2023)*

Incorporated by Reference

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)

Agreement with Kathleen S.

Skarvan, dated February 14, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on

Form 8-K filed February 14, 2023)*

Incorporated by Reference

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 18, 2019 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 17, 2019)

Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K

filed June 5, 2023)*

Incorporated by Reference

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)

Agreement with James Cunniff, dated May 22, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K

filed June 5, 2023)*

Incorporated by Reference

Rider to Business Loan Agreement (Asset Based) with Choice Financial Group, Dated December 17, 2021 (incorporated by reference to Exhibit 10.

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)

to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 18, 2019 (incorporated by reference to

Exhibit 10.2 to Current Report on Form 8-K filed December 17, 2019)

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)

Incorporated by Reference

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)

Incorporated by Reference

Description of Fiscal Year 2023 Officer Bonus Plan (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K for the fiscal year ended June 30, 2022)*

Incorporated by Reference

Description of Fiscal Year 2024 Officer Bonus Plan

Filed Electronically

Consent of Independent Registered Public Accounting Firm

Filed Electronically

Powers of Attorney

Filed Electronically

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed Electronically

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed Electronically

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished Electronically

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished Electronically

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Filed Electronically

Exhibit Number

Method of Filing

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Filed Electronically

XBRL Instance Document

Filed Electronically

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Filed Electronically

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Filed Electronically

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Filed Electronically

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

Filed electronically

* Management compensatory contract or arrangement.

Form 10-K Summary.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

to Business Loan Agreement (Asset Based) with Choice Financial Group, dated December 13, 2023 (incorporated by reference to

Exhibit 10.2 to Current Report on Form 8-K filed December 15, 2023)

2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-8 filed November

of Restricted Stock Agreement (Non-Employee Directors) under the 2023 Equity Incentive Plan (incorporated by reference to

Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2023)*

of Fiscal Year 2024 Officer Bonus Plan (incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K for the fiscal

year ended June 30, 2023)*

of Fiscal Year 2025 Officer Bonus Plan*

Electronically

Trading Policy

Electronically

of Independent Registered Public Accounting Firm

Electronically

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Electronically

Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Electronically

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Electronically

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Electronically

Recoupment Policy

Electronically

statements from the annual report on Form 10-K for the year ended June 30, 2024, as filed with the Securities and Exchange

Commission, formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) Balance Sheets;

(ii) Statements of Operations,

(iii) Statements of Shareholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to Financial Statements

Electronically

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

to be signed on its behalf by the undersigned, thereunto duly authorized.

ELECTROMED, INC.

1 unchanged sentence

President and Chief Executive Officer

Pursuant 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.

President and Chief Executive Officer and Director

August 22, 2023

(principal executive officer)

/s/ Bradley M.

Chief Financial Officer

August 22, 2023

(principal financial and accounting officer)

August 22, 2023

* The undersigned, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors

of the registrant pursuant to powers of attorney duly executed by such persons.

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.

and Chief Executive Officer and Director

executive officer)

Financial Officer

financial and accounting officer)

undersigned, by signing his name hereto, does hereby sign this document on behalf of

each of the above-named directors of the registrant pursuant to powers of attorney duly

executed by such persons.

Attorney-in-Fact

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