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DMS_US.374923169.2

 

 

Washington, D.C. 20549 

 

FORM 8-K 

 

 

Date of report (Date of earliest event reported): December 16, 2025

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

(Address of Principal Executive Offices) (Zip Code)

 

(Registrant’s Telephone Number, Including Area Code)

 

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

On December 16, 2025, Electromed, Inc. (the “Company”) entered a Credit Agreement (the “Credit Agreement”) with BMO Bank N.A. (“Lender”), as lender. The Credit Agreement provides the Company with a senior security credit facility with a $10,000,000 revolving line of credit (the “Credit Facility”). The Credit Agreement provides that the Credit Facility will mature on December 16, 2026. Any borrowings under the Credit Facility will bear interest at one-month Term SOFR plus 1.75%, payable monthly.

 

The Company provided a first priority security interest in substantially all of its existing and future assets to secure the payment obligations under the Credit Agreement. The Credit Agreement contains certain customary covenants that limit the Company’s ability to engage in certain transactions. The Credit Agreement also contains customary indemnification obligations and events of default, including, among other things, (i) non-payment, (ii) non-performance of covenants and obligations, (iii) default on other indebtedness, (iv) judgments, (v) misrepresentation and (vi) bankruptcy and insolvency. The Company may use the proceeds of the Credit Facility to finance capital expenditures and for working capital and general corporate purposes.

 

In addition, at any time that there is any borrowing under the Credit Facility, the Company is subject to certain financial covenants, including maintaining a minimum Fixed Charge Coverage Ratio of at least 1.20x and a Total Funded Debt to EBITDA (as each such term is defined in the Credit Agreement) ratio of not more than 2.50x, each calculated on a quarterly basis over a rolling four-quarter period.

 

The foregoing description of the Credit Facility is qualified by reference to the text of the Credit Agreement, a copy of which is attached as Exhibits 10.1 and incorporated herein by reference. 

 

 

In connection with the execution of the Credit Facility described in response to Item 1.01 of this Current Report on Form 8-K, the Company terminated its existing credit facility with Choice Financial Group.

 

 

 

(d) Exhibits:

 

*Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit can be furnished to the SEC upon request.

 

 

 

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.