Item 1.01 Entry Into a Material Definitive Agreement.

On September 21, 2012, Electromed, Inc. (the "Company") entered into a waiver and third amendment (the "Amendment") to its amended and restated credit agreement, dated as of November 7, 2011, as amended (the "Credit Agreement"), with U.S. Bank National Association (the "Bank"). In the Amendment, the Bank waives the Company's default for a violation of its financial covenant prohibiting the Company from permitting its fixed charge coverage ratio as of the last day of any fiscal quarter for the four consecutive fiscal quarters ending on that date to be less than 1.2 to 1.0, which violation occurred on June 30, 2012.

The Amendment also amends the definition of fixed charge coverage ratio in the Credit Agreement to (1) add to the numerator certain severance expenses made by the Company during the fiscal quarters ended December 31, 2011 and June 30, 2012, (2) subtract in the numerator certain tax expenses accrued by the Company pursuant to the aforementioned severance expenses made during the fiscal quarters ended December 31, 2011 and June 30, 2012, and (3) subtract in in the numerator Cash Taxes (as defined in the Amendment), instead of, as in the prior definition, tax expenses of the Company paid in cash. The Amendment also amends the definition of total cash flow leverage ratio to add to the denominator certain severance expenses made by the Company during the fiscal quarters ended December 31, 2011 and June 30, 2012. The Amendment also makes certain conforming revisions to the form of compliance certificate set forth in the Credit Agreement.

The foregoing description of the material terms of the Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter ending September 30, 2012.

Item 2.02 Results of Operations and Financial Condition

On September 24, 2012, the Company issued a press release announcing its financial results for the three months and fiscal year ended June 30, 2012. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Shell company transactions: None.

(d) Exhibits:

99.1 Press Release dated September 24, 2012.

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