10-Q - ELMD - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☑	QUARTERLY<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For<br> the quarterly period ended September 30, 2024
☐	TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
---	---
	For<br> the transition period from to .
	Commission<br> File No.: 001-34839
Electromed, Inc.
---
(Exact<br> Name of Registrant as Specified in its Charter)
Minnesota	41-1732920
---	---
(State<br> or other jurisdiction of incorporation or organization)	(I.R.S.<br> Employer Identification No.)
500 Sixth Avenue NW<br><br> <br>New Prague, Minnesota	56071
(Address<br> of principal executive offices)	(Zip<br> Code)
(952) 758-9299
---
(Registrant’s<br> telephone number, including area code)

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

** Common Stock, $0.01 par value**	ELMD	NYSE American LLC
(Title<br> of each class)	(Trading<br> Symbol(s))	(Name<br> of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☑	Smaller<br> reporting company ☑
	Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There

were 8,458,005 shares of Electromed, Inc. common stock, par value $0.01 per share, outstanding as of the close of business on November 7, 2024.

Electromed,

Inc.

Index

to Quarterly Report on Form 10-Q

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4. Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	16
Item 1A. Risk Factors.	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	18

PART

I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

Electromed,

Inc.

Condensed

Balance Sheets

		June<br> 30, 2024

Assets
Current<br> Assets
Cash<br> and cash equivalents	13,864,000	$	16,080,000
Accounts<br> receivable (net of allowances for credit losses of 45,000)	22,366,000		23,333,000
Contract<br> assets	754,000		719,000
Inventories	3,434,000		3,712,000
Prepaid<br> expenses and other current assets	592,000		329,000
Total<br> current assets	41,010,000		44,173,000
Property<br> and equipment, net	5,003,000		5,165,000
Finite-life<br> intangible assets, net	660,000		657,000
Other<br> assets	90,000		87,000
Deferred<br> income taxes	2,152,000		2,152,000
Total<br> assets	48,915,000	$	52,234,000
Liabilities<br> and Shareholders’ Equity
Current<br> Liabilities
Accounts<br> payable	1,784,000	$	1,010,000
Accrued<br> compensation	2,150,000		3,893,000
Income<br> tax payable	188,000		277,000
Warranty<br> reserve	1,641,000		1,567,000
Other<br> accrued liabilities	1,656,000		930,000
Total<br> current liabilities	7,419,000		7,677,000
Other<br> long-term liabilities	8,000		12,000
Total<br> liabilities	7,427,000		7,689,000
Shareholders’<br> Equity
Common<br> stock, 0.01 par value per share, 13,000,000 shares authorized; 8,457,071 and 8,637,883 shares issued and outstanding, as<br> of September 30, 2024 and June 30, 2024, respectively	85,000		87,000
Additional<br> paid-in capital	20,816,000		20,790,000
Retained<br> earnings	20,587,000		23,668,000
Total<br> shareholders’ equity	41,488,000		44,545,000
Total<br> liabilities and shareholders’ equity	48,915,000	$	52,234,000

All values are in US Dollars.

See Notes to Condensed Financial Statements (Unaudited).

Electromed,

Inc.

Condensed

Statements of Operations (Unaudited)

	Three<br> Months Ended September 30,
	2024		2023
Net<br> revenues	$	14,668,000	$	12,324,000
Cost of revenues		3,177,000		2,826,000
Gross<br> profit		11,491,000		9,498,000
Operating expenses
Selling,<br> general and administrative		9,387,000		9,150,000
Research<br> and development		166,000		206,000
Total<br> operating expenses		9,553,000		9,356,000
Operating<br> income		1,938,000		142,000
Interest income,<br> net		195,000		77,000
Net<br> income before income taxes		2,133,000		219,000
Income tax expense		659,000		64,000
Net<br> income	$	1,474,000	$	155,000
Income per share:
Basic	$	0.17	$	0.02
Diluted	$	0.16	$	0.02
Weighted-average<br> common shares outstanding:
Basic		8,564,489		8,537,388
Diluted		8,980,714		8,782,824

See Notes to Condensed Financial Statements (Unaudited).

Electromed,

Inc.

Condensed

Statements of Cash Flows (Unaudited)

	Three<br> Months Ended September 30,
	2024			2023
Cash Flows From<br> Operating Activities
Net<br> income	$	1,474,000		$	155,000
Adjustments<br> to reconcile net income to net cash provided by (used for) operating activities:
Depreciation		202,000			202,000
Amortization<br> of finite-life intangible assets		18,000			12,000
Share-based<br> compensation expense		697,000			371,000
Changes<br> in operating assets and liabilities:
Accounts<br> receivable		967,000			675,000
Contract<br> assets		(35,000	)		(57,000	)
Inventories		278,000			(240,000	)
Prepaid<br> expenses and other assets		(266,000	)		901,000
Income<br> tax payable, net		(89,000	)		(226,000	)
Accounts<br> payable and accrued liabilities		806,000			(863,000	)
Accrued<br> compensation		(1,743,000	)		(1,174,000	)
Net<br> cash provided by (used for) operating activities		2,309,000			(244,000	)
Cash Flows From<br> Investing Activities
Expenditures<br> for property and equipment		(37,000	)		(109,000	)
Expenditures<br> for finite-life intangible assets		(21,000	)		(24,000	)
Net<br> cash used for investing activities		(58,000	)		(133,000	)
Cash Flows From<br> Financing Activities
Issuance<br> of common stock upon exercise of options		84,000			29,000
Taxes<br> paid on net share settlement of stock awards		(15,000	)		-
Repurchase<br> of common stock		(4,536,000	)		-
Net<br> cash (used for) provided by financing activities		(4,467,000	)		29,000
Net<br> decrease in cash		(2,216,000	)		(348,000	)
Cash and cash equivalents
Beginning<br> of period		16,080,000			7,372,000
End of period	$	13,864,000		$	7,024,000
Supplemental Disclosures<br> of Cash Flow Information
Cash<br> paid for income taxes	$	752,000		$	251,000
Supplemental Disclosures<br> of Noncash Investing and Financing Activities
Property<br> and equipment acquisitions in accounts payable	$	7,000		$	34,000
Demonstration<br> equipment returned to inventory	$	-		$	19,000
Taxes<br> owed on net share settlement of stock awards in accrued liabilities	$	740,000		$	-
Issuance<br> of common stock upon the vesting of performance-based stock units	$	1,000		$	-

See Notes to Condensed Financial Statements (Unaudited).

Electromed,

Inc.

Condensed

Statements of Shareholders’ Equity (Unaudited)

	Common<br> Stock				Additional Paid-		Retained		Total<br><br> <br>Shareholders’
	Shares		Amount		in<br> Capital		Earnings		Equity
Balance at June 30, 2023		8,555,238	$	86,000	$	18,788,000	$	18,793,000	$	37,667,000
Net income		–		–		–		155,000		155,000
Exercise of common<br> stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax<br> withholdings		23,812		–		29,000		–		29,000
Share-based compensation<br> expense		–		–		371,000		–		371,000
Balance at<br> September 30, 2023		8,579,050	$	86,000	$	19,188,000	$	18,948,000	$	38,222,000
****	Common Stock					****	Additional Paid-		****	Retained		****	Total<br><br><br><br>Shareholders’		****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
****	Shares		****	Amount		****	in Capital		****	Earnings		****	Equity		****
Balance at June 30, 2024		8,637,883		$	87,000		$	20,790,000		$	23,668,000		$	44,545,000
Net income		–			–			–			1,474,000			1,474,000
Exercise of common<br> stock options, vesting of performance stock units and issuance of restricted stock, net of cancellations and tax withholdings		81,944			1,000			(671,000	)		–			(670,000	)
Share-based compensation<br> expense		–			–			697,000			–			697,000
Repurchase of common<br> stock		(262,756	)		(3,000	)		–			(4,555,000	)		(4,558,000	)
Balance at<br> September 30, 2024		8,457,071		$	85,000		$	20,816,000		$	20,587,000		$	41,488,000

See Notes to Condensed Financial Statements (Unaudited).

Electromed,

Inc.

Notes

to Condensed Financial Statements ( Unaudited)

Note

Interim Financial Reporting

Natureof business: Electromed, Inc. (the “Company”) develops, manufactures and markets innovative airway clearance products that apply High Frequency Chest Wall Oscillation (“HFCWO”) therapy in pulmonary care for patients of all ages. The Company markets its products in the U.S. to the homecare and hospital markets. The Company also sells internationally through distributors.

Since its inception, the Company has operated in a single industry segment: developing, manufacturing, and marketing medical equipment.

Basis of presentation: The accompanying unaudited Condensed Financial Statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, the accompanying unaudited Condensed Financial Statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations as required by Regulation S-X. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. GAAP for annual reports. This interim report should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“fiscal 2024”).

A summary of the Company’s significant accounting policies and estimates follows:

Our significant accounting policies are detailed in Note 1. Nature of Business and Summary of Significant Accounting Policies of the Annual Report on Form 10-K for the year ended June 30, 2024. There have been no significant changes to these policies that have had a material impact on the Unaudited Condensed Financial Statements and the accompanying disclosure notes for the three months ended September 30, 2024.

RecentlyIssued Accounting Standards

ASU2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

The standard introduces increased disclosure requirements primarily related to significant segment expenses, along with disclosure of key criteria and metrics utilized by the Chief Operating Decision Maker (“CODM”). It is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adoption and additional disclosure requirements.

ASU2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures

The standard introduces increased transparency about income tax information through the requirement of increased disclosures around specific categories in the rate reconciliation and requiring additional information on reconciling items. It is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adoption and additional disclosure requirements.

Note 2. Revenues

Revenue is measured based on consideration specified in the contract with a customer, adjusted for any applicable estimates of variable consideration and other factors affecting the transaction price. When a contract with a customer has been established, revenue is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer, typically upon shipment or delivery.

Disaggregationof revenues.

In the following table, net revenues are disaggregated by market:

Schedule of disaggregated revenue

	Three<br> Months Ended September 30,
	2024		2023
Homecare	$	13,211,000	$	11,153,000
Hospital		690,000		507,000
Homecare distributor		587,000		573,000
Other		180,000		91,000
Total	$	14,668,000	$	12,324,000

In the following table, net homecare revenue is disaggregated by payer type:

	Three<br> Months Ended September 30,
	2024		2023
Commercial	$	6,851,000	$	5,765,000
Medicare		4,767,000		3,948,000
Medicare Supplemental		1,111,000		983,000
Medicaid		242,000		293,000
Other		240,000		164,000
Total	$	13,211,000	$	11,153,000

Contractbalances. The following tables provide information about accounts receivable and contract assets from contracts with customers:

Schedule of contract asset

	September<br> 30, 2024		June<br> 30, 2024
Receivables,<br> included in “Accounts receivable, net of allowance for credit losses”	$	22,366,000	$	23,333,000
Contract Assets	$	754,000	$	719,000

Total Accounts receivable, net of allowances for credit losses, as of June 30, 2023 were $24,130,000.

	Three<br> Months Ended<br><br> <br>September<br> 30, 2024			Fiscal<br> Year Ended<br><br> <br>June 30,<br> 2024
	Increase<br> (decrease)			Increase<br> (decrease)
Contract<br> assets, beginning	$	719,000		$	487,000
Reclassification<br> of contract assets to accounts receivable		(638,000	)		(2,325,000	)
Contract assets<br> recognized		689,000			2,840,000
Increase<br> (decrease) because of changes in the estimate of amounts to be realized from payers, excluding amounts transferred to receivables<br> during the period		(16,000	)		(283,000	)
Contract assets,<br> ending	$	754,000		$	719,000

Note3. Selected Balance Sheet Information

Inventory consists of the following:

Schedule of components of inventories

	September<br> 30, 2024			June<br> 30, 2024
Parts<br> inventory	$	1,978,000		$	2,556,000
Work in process		390,000			454,000
Finished goods		939,000			834,000
Estimated inventory<br> to be returned		358,000			265,000
Less:<br> Reserve for obsolescence		(231,000	)		(397,000	)
Total	$	3,434,000		$	3,712,000

Other accrued liabilities consist of the following:

Schedule of components of other accrued liabilities

	September<br> 30, 2024		June<br> 30, 2024
Accrued<br> insurance recoupments	$	494,000	$	467,000
Accrued tax withholding<br> upon performance stock unit vesting		766,000		-
Other<br> accrued expenses		396,000		463,000
Total	$	1,656,000	$	930,000

Note 4. Warranty Reserve

The Company provides a lifetime warranty on its products to the prescribed patient for sales within the U.S. and a one to five-year warranty for all homecare distributor, hospital and other sales. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time the product is shipped. Factors that affect the Company’s warranty reserve include the number of units shipped, historical and anticipated rates of warranty claims, the product’s useful life and cost per claim. The Company periodically assesses the adequacy of its recorded warranty reserve and adjusts the amounts as necessary.

Changes in the Company’s warranty reserve were as follows:

	Three<br> Months Ended<br><br> <br>September<br> 30, 2024			Fiscal<br> Year Ended<br><br> <br>June 30,<br> 2024
Warranty<br> reserve, beginning	$	1,567,000		$	1,378,000
Accrual<br> for products sold		170,000			559,000
Expenditures<br> and costs incurred for warranty claims		(96,000	)		(370,000	)
Warranty reserve,<br> ending	$	1,641,000		$	1,567,000

Note 5. Income Taxes

Income

tax expense was estimated at $659,000, and the effective tax rate was 30.9% for the three months ended September 30, 2024, which includes a discrete current tax benefit of $4,000 primarily related to the vesting of restricted stock awards.

Income

tax expense was estimated at $64,000, and the effective tax rate was 29.3% for the three months ended September 30, 2023.

The Company is subject to U.S. federal and state income tax in multiple jurisdictions. With limited exceptions, years prior to the Company’s fiscal year ended June 30, 2021, are no longer open to U.S. federal, state or local examinations by taxing authorities. The Company is not under any current income tax examinations by any federal, state or local taxing authority. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

Note 6. Financing Arrangements

The

Company has a credit facility that provides for a $2,500,000 revolving line of credit through December 18, 2025, if not renewed before such date. There was no outstanding principal balance on the line of credit as of September 30, 2024 or June 30, 2024. Interest on borrowings under the line of credit, if any, accrues at the prime rate (8.0% on September 30, 2024) less 1.00% and is payable monthly. The amount eligible for borrowing on the line of credit is limited to the lesser of $2,500,000 or 57.0% of eligible accounts receivable. On September 30, 2024, the maximum $2,500,000 was eligible for borrowing. Payment obligations under the line of credit, if any, are secured by a security interest in substantially all the tangible and intangible assets of the Company.

The

documents governing the line of credit contain certain financial and nonfinancial covenants that include a minimum tangible net worth covenant of not less than $10,125,000 and restrictions on the Company’s ability to incur certain additional indebtedness or pay dividends.

Note 7. Common Stock

Authorized

shares: The Company’s Articles of Incorporation, as amended, have established 15,000,000 authorized shares of capital stock consisting of 13,000,000 shares of common stock, par value $0.01 per share, and 2,000,000 shares of undesignated stock.

On

September 11, 2024, the Company’s Board of Directors (the “Board”) approved a stock repurchase authorization. Under the authorization, the Company can repurchase up to $5.0 million of shares of common stock. The repurchase authorization has no expiration date. As of September 30, 2024, a total of 262,756 shares have been repurchased and retired under this authorization for a total cost of $4,536,000, or $17.26 per share. Repurchased shares have been retired and constitute authorized but unissued shares.

Note 8. Share-Based Compensation

The

Company’s share-based compensation plans are described in Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. Share-based compensation expense was $697,000 and $371,000 for the three months ended September 30, 2024, and 2023, respectively. This expense is included in selling, general and administrative expense, cost of goods sold, and research and development in the Condensed Statements of Operations.

Stock Options

Stock option transactions during the three months ended September 30, 2024, are summarized as follows:

			Weighted-AverageExercise Price per Share
Outstanding on June 30, 2024	635,073		$	8.49
Granted	59,900		$	17.22
Exercised	(9,419	)	$	11.46
Cancelled or Forfeited	(6,698	)	$	10.74
Outstanding on September 30, 2024	678,856		$	9.20

The following assumptions were used to estimate the fair value of stock options granted:

	Three Months Ended September 30, 2024	Fiscal Year Ended June 30, 2024
Risk-free interest rate	3.69%	3.85-4.64%
Expected term (years)	6	6
Expected volatility	53%	51-52%

The

intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. On September 30, 2024, the weighted average remaining contractual term for all outstanding stock options was 6.45 years and the aggregate intrinsic value of the options was $8,331,000. Outstanding on September 30, 2024, were 678,856 stock options issued to employees, of which 414,855 were vested and exercisable and had an aggregate intrinsic value of $5,862,000. As of September 30, 2024, $1,057,000 of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of approximately 2.65 years.

Restricted Stock

During the three months ended September 30, 2024, the Company issued restricted stock awards to employees totaling 21,400 shares of common stock, with a weighted-average vesting term of three years and a weighted average fair value of $17.25 per share. There were 42,667 shares of unvested restricted stock with a weighted average grant date fair value of $13.91 per share outstanding as of September 30, 2024. As of September 30, 2024, $453,000 of total unrecognized compensation expense related to restricted stock awards is expected to be recognized over a weighted-average period of approximately

2.66

years.

During the three months ended September 30, 2024, the Company issued restricted stock units to employees totaling 63,700, with a weighted-average vesting term of three years and a weighted average fair value of $17.25 per unit. There were 61,300 units of unvested restricted stock with a weighted average grant date fair value of $17.25 per share outstanding as of September 30, 2024. As of September 30, 2024, $1,008,000 of total unrecognized compensation expense related to restricted stock units is expected to be recognized over a weighted-average period of approximately

2.92

years.

Performance-BasedRestricted Stock Units

The Company granted 175,000 performance-based restricted stock units (“PSUs”) to our CEO in connection with his appointment as CEO on July 1, 2023. The PSUs are to be earned based on the extent to which performance goals tied to Total Shareholder Return (“TSR”) are achieved. The performance-based restricted stock units will be eligible to vest and settle into shares of common stock on a 1-for-1 basis with respect to one-half of the shares upon achieving a total shareholder return of 50% and the remaining shares upon a total shareholder return of 100%, in each case within four years of the date of grant. The grant date fair value of the awards was determined using a Monte Carlo valuation model with an expected term of four years. As of September 30, 2024, the first TSR target was achieved, resulting in the vesting of 87,500 shares of common stock to our CEO. Unrecognized stock-based compensation expense of $395,000 associated with the first TSR target, which was set to be recognized in future periods, was recognized in the three months ended September 30, 2024.

Stock

based compensation expense recognized for PSUs was $468,000 and $73,000 for the three months ended September 30, 2024, and 2023, respectively. The weighted average grant date fair value per unit was $6.58 and as of September 30, 2024, 87,500 PSUs remained outstanding. On September 30, 2024, approximately $395,000 of unrecognized compensation expense related to outstanding PSUs remained, which is scheduled to be recognized over a period of 2.75 years or upon attainment of total shareholder return of 100%.

Note 9. Commitments and Contingencies

The Company is occasionally involved in claims and disputes arising in the ordinary course of business. The Company ensures certain business risks where possible to mitigate the financial impact of individual claims and establishes reserves for an estimate of any probable cost of settlement or other disposition.

Note 10. Segment Reporting

Our President and Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM reviews financial information, including long-lived assets, presented on a consolidated basis, accompanied by information about revenue by market, for purposes of allocating resources and evaluating financial performance. We have a single active product and engage in the single business activity of selling and supporting that single product. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated level. Accordingly, we have determined that we have a single reportable and operating segment structure. We and our CODM evaluate performance based on revenue from our single product in the markets in which the Company operates. Revenue by market is described above in Note 2.

Note 11. Earnings Per Common Share (“EPS”)

The computations of the basic and diluted EPS amounts were as follows:

	Three Months Ended September 30,
	2024		2023
Net Income	$	1,474,000	$	155,000
Weighted-average common shares outstanding:
Basic		8,564,489		8,537,388
Effect of dilutive common stock equivalents		416,225		245,436
Diluted		8,980,714		8,782,824
Earnings per common share:
Basic	$	0.17	$	0.02
Diluted	$	0.16	$	0.02

Common

stock equivalents excluded from the calculation of diluted earnings per share because their impact was anti-dilutive were 44,026 and 403,944 for the three months ended September 30, 2024, and 2023, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Financial Statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and our audited financial statements and related notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“fiscal 2024”).

Overview

Electromed, Inc. (“we,” “our,” “us,” “Electromed” or the “Company”) develops and provides innovative airway clearance products applying High Frequency Chest Wall Oscillation (“HFCWO”) technologies in pulmonary care for patients.

We manufacture, market and sell products that provide HFCWO, including the SmartVest® Airway Clearance System (“SmartVest System”) that includes our newest generation SmartVest Clearway® Airway Clearance System (“Clearway”), previous generation SmartVest SQL®, and related garments and accessories to patients with compromised pulmonary function. The SmartVest Clearway, which received 510(k) clearance from the U.S. Food and Drug Administration in November 2022, provides patients with proven quality of life outcomes while offering a state-of-the-art patient experience with a simple touch screen user interface, small generator footprint and comfortable, lightweight vests.

Our products are sold in both the homecare market and the hospital market for inpatient use, which we refer to as “hospital sales.” Since 2000, we have marketed the SmartVest System and its predecessor products to patients suffering from bronchiectasis, cystic fibrosis, and other chronic pulmonary conditions which require external chest manipulation to enhance mucus transport. Additionally, we offer our products to a patient population that includes neuromuscular disorders such as cerebral palsy, muscular dystrophies, amyotrophic lateral sclerosis (“ALS”), patients with post-surgical complications or who are ventilator dependent and patients who have other conditions involving excess secretion and impaired mucus transport.

The SmartVest System is often eligible for reimbursement from major private insurance providers, health maintenance organizations (“HMOs”), state Medicaid systems, and the federal Medicare system, which we believe is an important consideration for patients considering an HFCWO course of therapy. For domestic sales, the SmartVest System may be reimbursed under the Medicare-assigned billing code (E0483) for HFCWO devices if the patient has cystic fibrosis, bronchiectasis (including chronic bronchitis or COPD that has resulted in a diagnosis of bronchiectasis), or any one of certain enumerated neuromuscular diseases and myopathies and can demonstrate that another less expensive physical or mechanical treatment did not adequately mobilize retained secretions. Private payers consider a variety of sources, including Medicare, as guidelines in setting their coverage policies and payment amounts.

Critical Accounting Estimates

For a description of our critical accounting estimates and assumptions used in the preparation of our financial statements, including the unaudited Condensed Financial Statements in this Quarterly Report on Form 10-Q, see Note 1 and Note 2 to our unaudited Condensed Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and Part II, Item 7, and Note 1 to our audited financial statements included in Part II, Item 8, of our Annual Report on Form 10-K for fiscal 2024.

There were no material changes in our critical accounting estimates and assumptions since the filing of our Annual Report on Form 10-K for fiscal 2024.

Results of Operations

Net Revenues

Net revenues for the three months ended September 30, 2024, and 2023 are summarized in the table below.

	ThreeMonths Ended<br><br> <br>September30,				Increase
	2024		2023
Homecare<br> Revenue		13,211,000		11,153,000		2,058,000	18.5	%
Hospital Revenue		690,000		507,000		183,000	36.1	%
Homecare Distributor<br> Revenue	587,000		573,000		14,000		2.4	%
Other Revenue	180,000		91,000		89,000		97.8	%
Total Revenue		14,668,000		12,324,000		2,344,000	19.0	%

Homecarerevenue*.* Homecare revenue increased by $2,058,000, or 18.5%, for the three months ended September 30, 2024, compared to the same period in fiscal 2024. The increase in revenue was due to an increase in referrals driven by an increase in direct sales representatives, higher net revenues per approval, and efficiencies within our reimbursement department.

Hospitalrevenue. Hospital revenue increased by $183,000, or 36.1%, for the three months ended September 30, 2024, compared to the same period in fiscal 2024. This increase was primarily due to an increase in capital and disposable demand.

Homecaredistributor revenue*.* Homecare distributor revenue increased by $14,000 or 2.4%, for the three months ended September 30, 2024, compared to the same period in fiscal 2024. The change in Homecare distributor sales was primarily a result of the timing of distributor purchases that can cause fluctuations in reported revenue on a quarterly basis.

Otherrevenue*.* Other revenue increased by $89,000, or 97.8%, for the three months ended September 30, 2024, compared to the same period in fiscal 2024. The increase in other revenue was primarily due to the timing of international distributor purchases and purchases by customers that do not fall within the other markets described above, which can cause fluctuations in reported revenue on a quarterly basis.

Though we have not identified a material impact to our net revenues for the three months ended September 30, 2024, we continue to monitor the potential impact of natural disasters such as hurricanes, which may have an impact on providers and their patients getting access to our product.

Gross profit

Gross profit increased to $11,491,000, or 78.3% of net revenues, for the three months ended September 30, 2024, from $9,498,000, or 77.1% of net revenues, in the same period in fiscal 2024. The increase in gross profit dollars for the three months ended September 30, 2024, was primarily due to increased revenue volume and a higher average net revenue per device. The gross margin rate increased year over year driven by a higher average net revenue per device.

Operating expenses

Selling,general and administrative expenses. Selling, general and administrative (“SG&A”) expenses were $9,387,000 for the three months ended September 30, 2024, representing an increase of $237,000 or 2.6%, compared to the same period in the prior year.

SG&A payroll and compensation-related expenses including health insurance benefits and other compensation increased by $691,000, or 12.0%, to $6,457,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The increase in the current period was primarily due to increases in share-based compensation associated with the vesting of performance-based equity awards, salaries, and incentive compensation related to the higher average number of sales, sales support, marketing, and reimbursement personnel to process higher patient referrals. We have also continued to provide regular merit-based increases for our employees and are regularly benchmarking our compensation ranges including share-based compensation for new and existing employees to ensure we can hire and retain the talent needed to drive growth in our business. Field sales employees totaled 60 as of September 30, 2024, 53 of which were direct sales representatives, compared to 59 field sales employees and 51 direct sales representatives as of September 30, 2023.

Travel, meals and entertainment expenses increased $47,000, or 5.1%, to $964,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The increase in the current year was primarily due to a higher average number of direct sales representatives and higher travel costs.

Total discretionary marketing expenses decreased $263,000, or 49.9%, to $264,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The decrease was primarily due a one-time investment in market research in the prior year that did not recur in the three months ended September 30, 2024.

Professional fees decreased $171,000, or 13.0%, to $1,140,000 for the three months ended September 30, 2024, compared to the same period in the prior year. Professional fees are primarily for services related to legal costs, shareowner services and reporting requirements, information technology technical support and consulting fees. The decrease was primarily due to clinical fees in the prior year related to the finalization of a clinical study that did not recur in the three months ended September 30, 2024.

Researchand development expenses. Research and development (“R&D”) expenses decreased $40,000, or 19.4%, to $166,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The decrease was primarily due to reduced costs associated with our SmartVest Clearway platform development in the prior year which has now been launched into the Homecare and Hospital markets.

Operatingincome

Operating income increased by $1,796,000, to $1,938,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The increase is primarily due to an increase in revenue and gross profit and growth in selling, general and administrative expense growth tracking below revenue growth.

Interest income, net

Net interest income increased $118,000, to $195,000 for the three months ended September 30, 2024, compared to the same period in the prior year. The increase is due to increased savings rates on higher cash balances.

Income tax expense

Income tax expense was estimated at $659,000 for the three months ended September 30, 2024, compared to an estimated income tax expense of $64,000 for the three months ended September 30, 2023. The effective tax rates were 30.9% and 29.3% for the three months ended September 30, 2024, and 2023, respectively. The income tax expense for the three months ended September 30, 2024, included a discrete tax benefit of $4,000 primarily related to the vesting of restricted stock awards.

Net income

Net income for the three months ended September 30, 2024, was $1,474,000 compared to $155,000 for the same period in the prior year. The increase in net income was primarily due to increased revenue and gross profit.

Liquidity and Capital Resources

Cash Flows and Sources of Liquidity

CashFlows from Operating Activities

For the three months ended September 30, 2024, net cash provided by operating activities was $2,309,000. Cash flows provided by operating activities consisted of net income of $1,474,000, non-cash expenses of $917,000, a decrease in accounts receivable of $967,000, a decrease in inventory of $278,000, and an increase in accounts payable and accrued liabilities of $806,000. These cash flows from operating activities were offset by a decrease in accrued compensation of $1,743,000, an increase in prepaid expenses and other assets of $266,000, a decrease in income tax payable of $89,000, and an increase in contract assets of $35,000. The decrease in accrued compensation was primarily due to the payment of previously accrued annual incentives.

CashFlows from Investing Activities

For the three months ended September 30, 2024, cash used in investing activities was $58,000. Cash used in investing activities consisted of $37,000 of expenditures for property and equipment and $21,000 in expenditures for intangible asset costs.

CashFlows from Financing Activities

For the three months ended September 30, 2024, cash used by financing activities was $4,467,000, consisting of $4,536,000 used to repurchase common stock and $15,000 used to pay taxes for equity issued on a net basis. These amounts were partially offset by cash received from the issuance of common stock upon the exercise of options of $84,000.

Adequacy of Capital Resources

Our primary working capital requirements relate to adding employees to our sales force and support functions, continuing infrastructure investments, and supporting general corporate needs, including financing equipment purchases and other capital expenditures incurred in the ordinary course of business. Based on our current operational performance, we believe our working capital of approximately $33,591,000 and available borrowings under our existing credit facility will provide sufficient liquidity to meet our anticipated working capital and other liquidity needs for the next twelve months from the date of this report.

We maintain a credit facility that was last amended in December 2023, which provides us with a revolving line of credit. Interest on borrowings on the line of credit accrues at the prime rate (8.0% as of September 30, 2024) less 1.0% and is payable monthly. There was no outstanding principal balance on the line of credit as of September 30, 2024, or June 30, 2024. The amount eligible for borrowing on the line of credit is limited to the lesser of $2,500,000 or 57.0% of eligible accounts receivable, and the line of credit expires on December 18, 2025, if not renewed. As of September 30, 2024, the maximum $2,500,000 was available under the line of credit. Payment obligations under the line of credit are secured by a security interest in substantially all our tangible and intangible assets.

The documents governing our line of credit contain certain financial and nonfinancial covenants that include a minimum tangible net worth of not less than $10,125,000 and restrictions on our ability to incur certain additional indebtedness or pay dividends.

Any failure to comply with these covenants in the future may result in an event of default, which if not cured or waived, could result in the lender accelerating the maturity of our indebtedness, preventing access to additional funds under the line of credit, requiring prepayment of outstanding indebtedness, or refusing to renew the line of credit. If the maturity of the indebtedness is accelerated or the line of credit is not renewed, sufficient cash resources to satisfy the debt obligations may not be available and we may not be able to continue operations as planned. If we are unable to repay such indebtedness, the lender could foreclose on these assets.

For the three months ended September 30, 2024, and 2023, we spent approximately $37,000 and $109,000, respectively, on property and equipment. We currently expect to finance planned equipment purchases with cash flows from operations. We may need to incur additional debt if we have an unforeseen need for additional capital equipment or if our operating performance does not generate adequate cash flows.

While the impact of macroeconomic factors such as inflation are difficult to predict, we believe our cash, cash equivalents and cash flows from operations will be sufficient to meet our working capital, capital expenditure, operational cash requirements for fiscal 2025 and the foreseeable future. We will continue to evaluate our projected expenditures relative to our available cash and evaluate financing alternatives to satisfy our working capital and other cash requirements.

Information Regarding Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact should be considered forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding: our business strategy, including our intended level of investment in R&D and marketing activities; our expectations with respect to earnings, gross margins and sales growth, industry relationships, marketing strategies and international sales; estimated sizes of markets into which our products are or may be sold; our business strengths and competitive advantages; our ability to grow additional sales distribution channels; our intent to retain any earnings for use in operations rather than paying dividends; our expectation that our products will continue to qualify for reimbursement and payment under government and private insurance programs; our intellectual property plans and practices; the expected impact of applicable regulations on our business; our beliefs about our manufacturing processes; our expectations and beliefs with respect to our employees and our relationships with them; our belief that our current facilities are adequate to support our growth plans; our expectations with respect to ongoing compliance with the terms of our credit facility; our expectations regarding the ongoing availability of credit and our ability to renew our line of credit; enhancements to our products and services; expected excise tax exemption for the SmartVest System; and our anticipated revenues, expenses, capital requirements and liquidity. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “project,” “goal,” “target,” “should,” “will,” “would,” and similar expressions, including the negative of these terms, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Although we believe these forward-looking statements are reasonable, they involve risks and uncertainties that may cause actual results to differ materially from those projected by such statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements.

Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the following:

•	ability<br> to obtain reimbursement from Medicare, Medicaid, or private insurance payers for our<br> products;
•	component<br> or raw material shortages, changes to lead times or significant price increases;
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•	adverse<br> changes to state and federal health care regulations;
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•	our<br> ability to maintain regulatory compliance and to gain future regulatory approvals and<br> clearances;
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•	entry<br> of new competitors including new drug or pharmaceutical discoveries;
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•	adverse<br> economic and business conditions or intense competition;
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•	wage<br> and component price inflation;
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•	technical<br> problems with our research and products;
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•	the<br> risks associated with cyberattacks, data breaches, computer viruses and other similar<br> security threats;
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•	changes<br> affecting the medical device industry;
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•	our<br> ability to develop new sales channels for our products such as the homecare distributor<br> channel;
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•	adverse<br> international health care regulation impacting current international business;
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•	our<br> ability to renew our line of credit or obtain additional credit as necessary; and
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•	our<br> ability to protect and expand our intellectual property portfolio.
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This list of factors is not exhaustive, however, and these or other factors, many of which are outside of our control, could have a material adverse effect on us and our results of operations. Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect of these risk factors on our future performance. Forward-looking statements speak only as of the date on which the statements are made, and we undertake no obligation, and expressly disclaim any such obligation, to update any forward-looking statement for any reason other than as required by law, even if new information becomes available or other events occur in the future. You should carefully review the disclosures, and any risk factors described in this and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for fiscal 2024. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth herein.

Item<br> 3.	Quantitative<br> and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

Item<br> 4.	Controls<br> and Procedures.

Evaluationof Disclosure Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period subject to this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Changes to Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II – OTHER INFORMATION

Item 1.	Legal Proceedings.

Occasionally, we may be party to legal actions, proceedings, or claims in the ordinary course of business, including claims based on assertions of patent and trademark infringement. We are not party to any material pending legal proceedings.

Item 1A.	Risk Factors.

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

Item<br> 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds.

On September 11, 2024, our Board of Directors (the “Board”) approved and announced the repurchase of up to $5.0 million of outstanding shares of our common stock. The shares of our common stock may be repurchased under the authorization on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The current repurchase authorization does not expire and the approximate dollar value of shares that may yet be purchased under the plan as of September 30, 2024, was approximately $464,000. The following table sets forth information concerning repurchases of shares of our common stock for the three months ended September 30, 2024:

Period		Average<br> Price Paid<br> per Share			Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1 – July 31, 2024	-	$	-	-	$	-
August 1 – August 31, 2024	-	$	-	-	$	-
September 1 – September 30, 2024	262,756	$	17.26	262,756	$	464,000
Total	262,756			262,756

Item<br> 3.	Defaults<br> Upon Senior Securities.

None.

Item<br> 4.	Mine<br> Safety Disclosures.

None.

Item<br> 5.	Other<br> Information.

During the three months ended September 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.

Item<br> 6.	Exhibits.
Exhibit<br><br> <br>Number	Description	Method of Filing
---	---	---
3.1	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
3.2	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
10.1	Form of Non-Qualified Stock Option Agreement under the 2023 Equity Incentive Plan*	Filed Electronically
10.2	Form of Restricted Stock Agreement (Employees) under the 2023 Equity Incentive Plan*	Filed Electronically
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished Electronically
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished Electronically
101	Financial statements from the Quarterly Report on Form 10-Q for the period ended September 30, 2024, formatted in inline XBRL: (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Cash Flows, (iv) Condensed Statements of Shareholders’ Equity, (v) Notes to Condensed Financial Statements, and (vi) the information set forth in Part II, Item 5	Filed Electronically
104	Cover Page Interactive Data File (embedded within the inline XBRL Document)	Filed Electronically

*Management compensatory contract or arrangement.

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 thereunto duly authorized.

		ELECTROMED, INC.
Date:	November<br> 12, 2024	/s/<br> James L. Cunniff
		James L. Cunniff, President and Chief Executive<br> Officer (duly authorized officer)
Date:	November<br> 12, 2024	/s/<br> Bradley M. Nagel
		Bradley M. Nagel, Chief Financial Officer
		(principal financial officer and principal accounting<br> officer)

Exhibit 10.1

ELECTROMED,INC.

2023 EQUITY INCENTIVE PLAN

Non-QualifiedStock Option Agreement

Underthe 2023 Equity Incentive Plan

Electromed, Inc., a Minnesota corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s Stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Name<br> of Participant: **[_______________________]
No.<br> of Shares Covered: **[_______]	Grant<br> Date: __________, 20__
Exercise<br> Price Per Share: **[______]	Expiration<br> Date: __________, 20__
Vesting<br> and Exercise Schedule:
Dates

All values are in US Dollars.

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your right to purchase Shares pursuant to this Option.

PARTICIPANT:	ELECTROMED, INC.
By:	By:
Name:	Name:
	Title:

ELECTROMED,INC.

2023 EQUITY INCENTIVE PLAN

Non-Qualified Stock Option Agreement

OptionTerms and Conditions

1.	Non-Qualified Stock Option. This Option is not intended to be an “incentive stock<br> option” within the meaning of Section 422 of the Code and will be interpreted<br> accordingly.
2.	Vesting and Exercisability of Option.
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(a) Scheduled Vesting. This Option will vest and become exercisable as to the number of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Continuous Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired or been terminated or cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares subject to the vested portion of the Option.

(b) Accelerated Vesting. Vesting and exercisability of this Option may be accelerated during the term of the Option under the circumstances described in Sections 12(b) and 12(c) of the Plan, and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.

3.	Expiration.<br> This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time<br> on the earliest of:
(a)	The<br> expiration date specified on the cover page of this Agreement;
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(b)	Upon<br> your termination of Continuous Service for Cause;
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(c)	Upon<br> the expiration of any applicable period specified in Section 6(e) of the Plan or Section<br> 2 of this Agreement during which this Option may be exercised after your Separation from<br> Service; or
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(d)	The<br> date (if any) fixed for termination or cancellation of this Option pursuant to Section 12<br> of the Plan.
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4.	Service Requirement. Except as otherwise provided in Section 6(e) of the Plan or Section<br> 2 of this Agreement, this Option may be exercised only while you provide Continuous Service<br> to the Company or any Affiliate from the Grant Date of this Option.
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5.	Exercise of Option. Subject to Section 4, the vested and exercisable portion of this Option<br> may be exercised in whole or in part at any time during the Option term by delivering<br> a written or electronic notice of exercise to the Company’s Chief Financial Officer<br> or to such other party as may be designated by such officer, and by providing for payment<br> of the exercise price of the Shares being acquired and any related withholding taxes.<br> The notice of exercise must be in a form approved by the Company and state the number<br> of Shares to be purchased, the method of payment of the aggregate exercise price and<br> the directions for the delivery of the Shares to be acquired, and must be signed or otherwise<br> authenticated by the person exercising the Option. If you are not the person exercising<br> the Option, the person submitting the notice also must submit appropriate proof of his/her<br> right to exercise the Option.
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Exhibit 10.1

6.	Payment of Exercise Price. When you submit your notice of exercise, you must include<br> payment of the exercise price of the Shares being purchased through one or a combination<br> of the following methods:
(a)	Cash<br> (including personal check, cashier’s check or money order);
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(b)	By<br> means of a broker-assisted cashless exercise in which you irrevocably instruct your broker<br> to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant<br> to the exercise to the Company in payment of the exercise price of such Shares; or
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(c)	By<br> delivery to the Company of Shares (by actual delivery or attestation of ownership in<br> a form approved by the Company) already owned by you that are not subject to any security<br> interest and that have an aggregate Fair Market Value on the date of exercise equal to<br> the exercise price of the Shares being purchased; or
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(d)	By<br> authorizing the Company to retain, from the total number of Shares as to which the Option<br> is being exercised, that number of Shares having a Fair Market Value on the date of exercise<br> equal to the exercise price for the total number of Shares as to which the Option is<br> being exercised.
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7.	Withholding Taxes. You may not exercise this Option in whole or in part unless you make arrangements<br> acceptable to the Company for payment of any federal, state, local or foreign withholding<br> taxes that may be due as a result of the exercise of this Option. You hereby authorize<br> the Company (or any Affiliate) to withhold from payroll or other amounts payable to you<br> any sums required to satisfy such withholding tax obligations, and otherwise agree to<br> satisfy such obligations in accordance with the provisions of Section 14 of the Plan.<br> You may satisfy such withholding tax obligations by delivering Shares you already own<br> or by having the Company retain a portion of the Shares being acquired upon exercise<br> of the Option, provided you notify the Company in advance of any exercise of your desire<br> to pay withholding taxes in this manner. Delivery of Shares upon exercise of this Option<br> is subject to the satisfaction of applicable withholding tax obligations.
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8.	Delivery of Shares. As soon as practicable after the Company receives the notice of exercise<br> and payment of the exercise price as provided above, and has determined that all other<br> conditions to exercise, including satisfaction of withholding tax obligations and compliance<br> with applicable laws as provided in Section 16(c) of the Plan, have been satisfied, it<br> shall deliver to the person exercising the Option, in the name of such person, the Shares<br> being purchased, as evidenced by issuance of a stock certificate or certificates, electronic<br> delivery of such Shares to a brokerage account designated by such person, or book-entry<br> registration of such Shares with the Company’s transfer agent. The Company shall<br> pay any original issue or transfer taxes with respect to the issue or transfer of the<br> Shares and all fees and expenses incurred by it in connection therewith. All Shares so<br> issued shall be fully paid and nonassessable.
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9.	Transfer of Option. During your lifetime, only you (or your guardian or legal representative<br> in the event of legal incapacity) may exercise this Option except in the case of a transfer<br> described below. You may not assign or transfer this Option except for a transfer upon<br> your death in accordance with your will, by the laws of descent and distribution or pursuant<br> to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. The<br> Option held by any such transferee will continue to be subject to the same terms and<br> conditions that were applicable to the Option immediately prior to its transfer and may<br> be exercised by such transferee as and to the extent that the Option has become exercisable<br> and has not terminated in accordance with the provisions of the Plan and this Agreement.
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Exhibit 10.1

10.	No Stockholder Rights Before Exercise. Neither you nor any permitted transferee<br> of this Option will have any of the rights of a stockholder of the Company with respect<br> to any Shares subject to this Option until a certificate evidencing such Shares has been<br> issued, electronic delivery of such Shares has been made to your designated brokerage<br> account, or an appropriate book entry in the Company's stock register has been made.<br> No adjustments shall be made for dividends or other rights if the applicable record date<br> occurs before your stock certificate has been issued, electronic delivery of your Shares<br> has been made to your designated brokerage account, or an appropriate book entry in the<br> Company's stock register has been made, except as otherwise described in the Plan.
11.	Governing Plan Document. This Agreement and Restricted Stock Award are subject to all the<br> provisions of the Plan, and to all interpretations, rules and regulations which may,<br> from time to time, be adopted and promulgated by the Committee pursuant to the Plan.<br> If there is any conflict between the provisions of this Agreement and the Plan, the provisions<br> of the Plan, as it may be amended from time to time, will govern.
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12.	Choice of Law. This Agreement will be interpreted and enforced under the laws of the<br> state of Minnesota (without regard to its conflicts or choice of law principles).
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13.	Binding Effect. This Agreement will be binding in all respects on your heirs, representatives,<br> successors and assigns, and on the successors and assigns of the Company.
---	---
14.	Other Agreements. You agree that in connection with the exercise of this Option, you<br> will execute such documents as may be necessary to become a party to any stockholder,<br> voting or similar agreements as the Company may require.
---	---
15.	Restrictive Legends. The Company may place a legend or legends on any certificate representing<br> Shares issued upon the exercise of this Option summarizing transfer and other restrictions<br> to which the Shares may be subject under applicable securities laws, other provisions<br> of this Agreement, or other agreements contemplated by Section 14 of this Agreement.<br> You agree that in order to ensure compliance with the restrictions referred to in this<br> Agreement, the Company may issue appropriate “stop transfer” instructions<br> to its transfer agent.
---	---
16.	Compensation Recovery Policy. This Agreement and Option Award and any compensation associated<br> herewith is subject to forfeiture, recovery by the Company, or other action pursuant<br> to any compensation recovery policy adopted by the Board or the Committee at any time,<br> as amended from time to time, which includes but is not limited to any compensation recovery<br> policy adopted by the Board or the Committee including in response to the requirements<br> of Section 10D of the Exchange Act, the SEC’s final rules thereunder (Listing Standards<br> for Recovery of Erroneously Awarded Compensation, 87 Fed. Reg. 73076-73142), and any<br> applicable listing rules or other rules and regulations implementing the foregoing or<br> as otherwise required by law. This Option Award will be automatically amended to comply<br> with any such compensation recovery policy.
---	---

Exhibit 10.1

17.

Electronic Delivery and Acceptance. The Company may deliver any documents related to this<br> Option Award by electronic means and request your acceptance of this Agreement by electronic<br> means. You hereby consent to receive all applicable documentation by electronic delivery<br> and to participate in the Plan through an on-line (and/or voice activated) system established<br> and maintained by the Company or the Company’s third-party stock plan administrator.

Bysigning the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agreeto all the terms and conditions described above and in the Plan document.

Exhibit 10.2

ELECTROMED,INC.

2023EQUITY INCENTIVE PLAN

RestrictedStock Agreement

(Employees)

Electromed, Inc., a Minnesota corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an award of Restricted Stock, whose vesting is subject the satisfaction of service-based conditions. The terms and conditions of this Restricted Stock Award are set forth in this Restricted Stock Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term used but not defined in this Agreement will be defined as provided in the Plan, as it currently exists or as it may be amended.

Name<br> of Participant: **[_______________________]
No.<br> of Shares of Restricted Stock Granted: **[_______]		Grant<br> Date: __________, 20__
Vesting<br> Schedule:
Vesting<br> Date	Portion<br> of Restricted Stock to Vest

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Company regarding your rights and obligations in connection with this Restricted Stock Award.

PARTICIPANT:	ELECTROMED, INC.
By:	By:
Name:	Name:
	Title:

ELECTROMED,INC.

2023 EQUITY INCENTIVE PLAN

Restricted Stock Agreement

Termsand Conditions

1.	Grant of Restricted Stock. The Company hereby grants to you, as of the Grant Date specified<br> on the cover page of this Agreement and subject to the terms and conditions in this Agreement<br> and the Plan, an Award of the number of Shares of Restricted Stock specified on the cover<br> page of this Agreement. Unless and until this Restricted Stock vests as provided in Section<br> 4 below, it is subject to the restrictions specified in Section 3 of this Agreement.
2.	Delivery of Restricted Stock. As soon as practicable after the Grant Date, the Company<br> will cause its transfer agent to either maintain a book entry account in your name reflecting<br> the issuance of Restricted Stock, or issue one or more stock certificates in your name<br> evidencing the Shares. Any such stock certificate will be deposited with the Company<br> or its designee, and bear an appropriate legend referring to the restricted nature of<br> the Restricted Stock evidenced thereby. Any book-entry that reflects the issuance of<br> such Restricted Stock will be subject to stop transfer instructions as provided in Sections<br> 8(b) and 8(c) of this Agreement. Your right to receive this Restricted Stock Award is<br> conditioned upon your execution and delivery to the Company of any instruments of assignment<br> that may be necessary to permit transfer to the Company of all or a portion of the Restricted<br> Stock if such Restricted Stock is forfeited in whole or in part.
---	---
3.	Applicable Restrictions.
---	---
(a)	Beginning<br> on the Grant Date, you shall have all rights and privileges of a shareholder of the Company<br> with respect to Restricted Stock except as follows:
---	---
(i)	Dividends<br> and other distributions declared and paid with respect to Restricted Stock before it<br> vests shall be subject to Section 3(c) of this Agreement.
---	---
(ii)	None<br> of the Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered,<br> subjected to a levy or attachment or disposed of before it has become vested other than<br> a transfer upon your death in accordance with your will, by the laws of descent and distribution<br> or, if and to the extent permitted under the Plan, pursuant to a beneficiary designation<br> submitted to the Company.
---	---
(iii)	All<br> or a portion of the Restricted Stock Award may be forfeited under the circumstances specified<br> in Section 6 of this Agreement.
---	---
(b)	Any<br> attempt to transfer or dispose of any Restricted Stock in a manner contrary to the transfer<br> restrictions shall be void and of no effect.
---	---
(c)	Any<br> dividends or distributions, including regular cash dividends, payable or distributable<br> with respect to or in exchange for outstanding but unvested Restricted Stock, including<br> any Shares or other property or securities distributable as the result of any equity<br> restructuring, shall be delivered to, retained and held by the Company subject to the<br> same restrictions, vesting conditions and other terms of this Agreement to which the<br> underlying unvested Restricted Stock is subject. At the time the underlying Restricted<br> Stock vests, the Company shall deliver to you (without interest) the portion of such<br> retained dividends and distributions that relate to Restricted Stock which has vested.<br> You agree to execute and deliver to the Company any instruments of assignment that may<br> be necessary to permit transfer to the Company of all or any portion of any dividends<br> or distributions subject to this Section 3(c) that may be forfeited.
---	---
4.	Vesting of Restricted Stock.
---	---
(a)	Scheduled Vesting. So long as you remain in Continuous Service, a portion of this Restricted<br> Stock Award will cease to be subject to possible forfeiture on each Vesting Date specified<br> in the table at the beginning of this Agreement, or at such earlier time as may be specified<br> in subsection (b) of this Section 4.
---	---
(b)	Accelerated Vesting. Notwithstanding Section 4(a), the vesting of the Restricted Stock may be<br> accelerated under the circumstances described in Sections 12(b) and 12(c) of the Plan,<br> and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.
---	---
5.	Release of Vested Stock. Following the vesting of Restricted Stock and the corresponding<br> lapse of the transfer restrictions as to vested Stock, and after the Company has determined<br> that all conditions to the release of vested Stock to you, including compliance with<br> all applicable legal requirements, have been satisfied, it shall release to you such<br> vested Stock, as evidenced by issuance to you of a stock certificate without restrictive<br> legend, by electronic delivery of such Stock to a brokerage account designated by you,<br> or by an unrestricted book-entry registration of such Stock with the Company’s<br> transfer agent.
---	---
6.	Forfeiture of Restricted Stock. Subject to Section 4(b), if your Continuous Service terminates<br> before all of Restricted Stock has vested, or if you attempt to transfer Restricted Stock<br> in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested<br> Restricted Stock. Any Restricted Stock that is forfeited shall be returned to the Company<br> for cancellation.
---	---
7.	Withholding Taxes. You hereby authorize the Company (or any Affiliate) to withhold from payroll<br> or other amounts payable to you any sums required to satisfy any federal, state, local<br> or foreign withholding taxes that may be due as a result of the receipt or vesting of<br> Restricted Stock, and the Company may defer the release to you of any and all unrestricted<br> Shares until you have made arrangements acceptable to the Company for payment of all<br> such withholding taxes in accordance with the provisions of Section 14 of the Plan. You<br> may satisfy such withholding tax obligations by having the Company withhold a number<br> of Shares that would otherwise be issued to you in settlement of this Restricted Stock<br> Award and that have a Fair Market Value equal to the amount of such withholding tax obligations.<br> Unless you notify the Company otherwise at least 30 days in advance of any Vesting Date,<br> the Company will be entitled to assume you are satisfying your tax withholding obligations<br> as provided in the previous sentence. You further acknowledge that the Company has directed<br> you to seek independent advice regarding the applicable provisions of the Code, the income<br> tax laws of any municipality, state or foreign country in which you may reside.
---	---
8.	Restrictive Legends and Stop-Transfer Orders.
---	---
(a)	Legends.<br> Any certificate or certificates representing the Restricted Stock will bear the following<br> legend (as well as any legends required by applicable state and federal corporate and<br> securities laws) noting the existence of the restrictions set forth in this Agreement:
---	---

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE PARTICIPANT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

(b)	Stop-Transfer Notices. You agree that, in order to ensure compliance with the restrictions referred<br> to herein, the Company may issue appropriate “stop transfer” instructions<br> to its transfer agent, if any, and that, if the Company transfers its own securities,<br> it may make appropriate notations to the same effect in its own records.
(c)	Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares<br> subject to this Agreement that have been sold or otherwise transferred in violation of<br> any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to<br> accord the right to vote or pay dividends to any purchaser or other transferee to whom<br> such Shares will have been so transferred.
---	---
9.	No Right to Continued Service or Future Awards. This Agreement awards Restricted<br> Stock to you, but does not impose any obligation on the Company to make any future grants<br> or issue any future Awards to you or otherwise continue your participation under the<br> Plan. This Agreement will not give you a right to continued Service with the Company<br> or any Affiliate, and the Company may terminate your Service and otherwise deal with<br> you without regard to the effect it may have upon you under this Agreement.
---	---
10.	Tax Consequences.
---	---
(a)	You<br> understand that unless a proper and timely election under Section 83(b) of the Code has<br> been made, at the time the Restricted Stock vests, you will be obligated to recognize<br> ordinary income and be taxed in an amount equal to the Fair Market Value as of the date<br> of vesting of the applicable number of Shares. You shall be solely responsible for any<br> tax obligations that may arise as a result of this Restricted Stock Award.
---	---
(b)	You<br> understand that you may choose to file, within thirty (30) days of the Grant Date, an<br> election with the Internal Revenue Service electing pursuant to Section 83(b) to be taxed<br> on the Fair Market Value of the Restricted Stock on the Grant Date. You acknowledge that<br> it is your sole responsibility to timely file such an election, and that if such an election<br> is made, you shall promptly provide the Company a copy of such election. If you make<br> and file such an election, you shall make such arrangements in accordance with Section<br> 7 of this Agreement as are satisfactory to the Committee to provide for the timely payment<br> of all applicable withholding taxes.
---	---
11.	Compliance with Applicable Legal Requirements. No vested Shares deliverable pursuant to<br> this Agreement shall be delivered unless such delivery complies with all applicable legal<br> requirements, including compliance with the provisions of applicable state securities<br> laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as<br> amended, and the requirements of the exchange(s) on which the Company’s common<br> stock may, at the time, be listed.
---	---
12.	Interpretation of This Agreement. All decisions and interpretations made by the Board or the<br> Committee with regard to any question arising hereunder or under the Plan will be binding<br> and conclusive upon the Company and you. If there is any inconsistency between the provisions<br> of this Agreement and the Plan, the provisions of the Plan will govern.
---	---
13.	Governing Plan Document. This Agreement and Restricted Stock Award are subject to all the<br> provisions of the Plan, and to all interpretations, rules and regulations which may,<br> from time to time, be adopted and promulgated by the Committee pursuant to the Plan.<br> If there is any conflict between the provisions of this Agreement and the Plan, the provisions<br> of the Plan, as it may be amended from time to time, will govern.
---	---
14.	Choice of Law. This Agreement is entered into under the laws of the State of Minnesota<br> and will be construed and interpreted thereunder (without regard to its conflict-of-law<br> principles).
---	---
15.	Binding Effect. This Agreement will be binding in all respects on your heirs, representatives,<br> successors and assigns, and any successor or assignee of the Company.
---	---
16.	Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding<br> of the parties hereto with respect to the issuance and delivery of the Restricted Stock<br> Award and any Shares and the administration of the Plan and supersede all prior agreements,<br> arrangements, plans, and understandings relating to this Restricted Stock Award and the<br> administration of the Plan.
---	---
17.	Notices.<br> Every notice or other communication relating to this Agreement shall be in writing and<br> shall be mailed to or delivered to the party for whom it is intended at such address<br> as may from time to time be designated by it in a notice mailed or delivered to the other<br> party as herein provided. Unless and until some other address is so designated, all notices<br> or communications by you to the Company shall be mailed or delivered to the Company at<br> its office at 500 Sixth Avenue Northwest, New Prague, Minnesota 56071, and all notices<br> or communications by the Company to you may be given to you personally or may be mailed<br> or emailed to you at the applicable address indicated in the Company’s records<br> as your most recent mailing or email address.
---	---
18.	Compensation Recovery Policy. This Agreement and Restricted Stock Award and any compensation<br> associated herewith is subject to forfeiture, recovery by the Company, or other action<br> pursuant to any compensation recovery policy adopted by the Board or the Committee at<br> any time, as amended from time to time, which includes but is not limited to any compensation<br> recovery policy adopted by the Board or the Committee including in response to the requirements<br> of Section 10D of the Exchange Act, the SEC’s final rules thereunder (Listing Standards<br> for Recovery of Erroneously Awarded Compensation, 87 Fed. Reg. 73076-73142), and any<br> applicable listing rules or other rules and regulations implementing the foregoing or<br> as otherwise required by law. This Agreement will be automatically amended to comply<br> with any such compensation recovery policy.
---	---
19.	Electronic Delivery and Acceptance. The Company may deliver any documents related to this<br> Restricted Stock Award by electronic means and request your acceptance of this Agreement<br> by electronic means. You hereby consent to receive all applicable documentation by electronic<br> delivery and to participate in the Plan through an on-line (and/or voice activated) system<br> established and maintained by the Company or the Company’s third-party stock plan<br> administrator.
---	---

Exhibit 31.1

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

I, James L. Cunniff, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Electromed, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report, fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report;
---	---
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluation;<br> and
---	---
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
---	---
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting.
---	---
Date: November 12, 2024	/s/<br> James L. Cunniff
---	---
	James L. Cunniff
	President and Chief Executive Officer

Exhibit 31.2

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

I, Bradley M. Nagel, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Electromed, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report, fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report;
---	---
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluation;<br> and
---	---
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
---	---
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting.
---	---
Date: November 12, 2024	/s/<br> Bradley M. Nagel
---	---
	Bradley M. Nagel
	Chief Financial Officer

Exhibit32.1

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electromed, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, James L. Cunniff, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities<br> Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
---	---
Date: November 12, 2024	/s/<br> James L. Cunniff
---	---
	James L. Cunniff
	President and Chief Executive Officer

Exhibit 32.2

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electromed, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Bradley M. Nagel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities<br> Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
---	---
Date: November 12, 2024	/s/<br> Bradley M. Nagel
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	Bradley M. Nagel
	Chief Financial Officer