Sec Form 13G Filing - SVLSF VI LLC filing for MISONIX INC (MSON) - 2020-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

SVLSF VI, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

1,695,969

Shared Voting Power

0

Sole Dispositive Power

1,695,969

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,695,969

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

9.8%⁽¹⁾

Type of Reporting Person (See Instructions)

OO

Based on 17,360,310 shares of Common Stock outstanding as of February 5, 2020.

Names of Reporting Persons

SV Life Sciences Fund VI, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

1,639,826

Shared Voting Power

0

Sole Dispositive Power

1,639,826

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,639,826

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

9.4%⁽¹⁾

Type of Reporting Person (See Instructions)

PN

Names of Reporting Persons

SV Life Sciences Fund VI Strategic Partners, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

56,143

Shared Voting Power

0

Sole Dispositive Power

56,143

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

56,143

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

0.3%⁽¹⁾

Type of Reporting Person (See Instructions)

PN

Names of Reporting Persons

SV Life Sciences Fund VI (GP), L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

1,695,969

Shared Voting Power

0

Sole Dispositive Power

1,695,969

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,695,969

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)  ☐

Percent of class represented by amount in row (9)

9.8%⁽¹⁾

Type of Reporting Person (See Instructions)

PN

Name of Issuer: Misonix, Inc.

Address of Issuer’s Principal Executive Offices: 1938 New Highway, Farmingdale, New York 11735

Name of Person Filing: This statement is filed by: (i) SV Life Sciences Fund VI, L.P. a Delaware limited partnership (“SVLS VI LP”) and SV Life Sciences Fund VI Strategic Partners, L.P. a Delaware limited partnership (“Strategic Partners” and together with SVLS VI LP, the “Funds”), each direct owners of the shares of Common Stock of the Issuer (together, the “Shares”); (ii) SV Life Sciences Fund VI (GP), L.P., a Delaware limited partnership (“SVLS VI GP”) and general partner of SVLS VI LP and Strategic Partners; and (iii) SVLSF VI, LLC, a Delaware limited liability company and general partner of SVLS VI GP. Each of SVLS VI LP, Strategic Partners, SVLS VI GP and SVLSF VI, LLC are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Address of Principal Business Office or, if None, Residence: The principle place of business of the Reporting Persons is c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108.

Citizenship: Each of the Reporting Persons are organized under the laws of the State of Delaware.

Title and Class of Securities: Common Shares, $0.0001 par value (the “Shares”)

CUSIP No.: 604871103

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership

Amount Beneficially Owned:

SVLS VI LP:

Strategic Partners:

SVLS VI GP:

SVLSF VI, LLC:

Percent of Class:

SVLS VI LP:

Strategic Partners:

SVLS VI GP:

SVLSF VI, LLC:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

SVLS VI LP:

Strategic Partners:

SVLS VI GP:

SVLSF VI, LLC:

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of:

SVLS VI LP:

Strategic Partners:

SVLS VI GP:

SVLSF VI, LLC:

Shared power to dispose or to direct the disposition of: 0

Based on 17,360,310 shares of Common Stock outstanding as of February 5, 2020.

Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC (“Solsys”), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. 199,617 and 6,834 of the Shares issued to SVLS VI LP and Strategic Partners, respectively, are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims.

Each of SVLS VI LP and Strategic Partners have sole power to vote and dispose of the Shares they own directly.

Each of SVLS VI GP and SVLSF VI, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13G as owned directly by SVLS VI LP and Strategic Partners.

Ownership of Five Percent or Less of a Class.

Ownership of more than Five Percent on Behalf of Another Person.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Identification and classification of members of the group.

Notice of Dissolution of Group.

Certifications.

Filed herewith.