SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2026

Bradley Nagel
Chief Financial Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague, MN 56071

 Re: Electromed, Inc.
 Form 10-K For the Fiscal Year Ended June 30, 2025
 Filed August 26, 2025
 File No. 001-34839
Dear Bradley Nagel:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 elmd20260325_corresp.htm

 March 25, 2026

 U.S. Securities and Exchange Commission

 By EDGAR

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington DC 20549

 Attn: Michael Fay, Li Xiao

 RE:

 Electromed, Inc.

 Form 10-K for Fiscal Year Ended June 30, 2025

 File No. 001-34839

 Ladies and Gentlemen:

 On behalf of Electromed, Inc. (“we”, “us”, “our” or “Electromed”) we hereby submit our response to the comments raised by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated March 16, 2026 (the “Comment Letter”) regarding our Form 10-K for the fiscal year ended June 30, 2025 (the “Report”). For convenience, the text of the comment in the Comment Letter has been duplicated in bold type to precede our response.

 Form 10-K For the Fiscal Year Ended June 30, 2025

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 16

 1.

 We note the increase in Homecare revenue was due to an increase in direct sales representatives and higher net revenues per approval. Please describe for us and in future filings the amount of increase that is due to higher volume versus higher net revenues per approval. Please also describe the reasons for the higher net revenues per approval.

 For the year ended June 30, 2025, homecare revenue increased by $7.8 million, or 15.7%, compared to the prior fiscal year. Approximately $5.8 million of the increase in revenue was due to higher volume, which was driven by additional direct sales representatives, and approximately $2.0 million was due to higher net revenues per approval. Net revenues per approval increased due to an annual Medicare reimbursement rate increase as well as favorable changes in patient payer mix because a higher proportion of approvals were from payers with higher reimbursement rates relative to the prior year.

 In future filings, beginning with our quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2026, we plan to similarly describe any portions of changes in homecare revenue that may be attributable to changes in volume or net revenues per approval and, where material, the reasons for any such changes.

 Financial Statements

 Accounts Receivable, page F-8

 2.

 Please provide us and in future filings a rollforward of the allowance for credit losses, as set forth in ASC 326-20-50-13. In addition, please provide us and in future filings the amount of accounts receivable that have been outstanding for greater than one year for the Balance Sheet dates presented and December 31, 2025.

 Electromed’s accounts receivable balance consists of homecare receivables, which are primarily due from commercial and governmental insurance payers, such as Medicare, the Veterans Administration, and Medicaid, and non-homecare receivables, which primarily relate to distributor and hospital customers. Homecare receivables are subject to reimbursement agreements, and the primary uncertainty related to these receivables is the amount of consideration to which Electromed is entitled under applicable reimbursement contracts, rather than the payer’s ability to pay. Accordingly, Electromed accounts for this uncertainty by estimating variable consideration in accordance with Accounting Standards Codification (“ASC”) 606, which reduces the transaction price and the revenue recognized at the inception of the transaction. After consideration of historical collection experience, payer creditworthiness, and the nature of reimbursement arrangements, Electromed has not experienced material credit losses related to homecare receivables. As a result, the allowance for credit losses under ASC 326 is minimal and primarily relates to receivables from distributor and hospital customers.

 Receivables from distributor and hospital customers, which are not subject to the same reimbursement structures as insurance payers, are also evaluated for expected credit losses in accordance with ASC 326.

 Electromed estimates expected credit losses for accounts receivable based on historical loss data, adjusted for current conditions, reasonable and supportable forecasts, and external data points such as macroeconomic factors.

 In prior filings, the Company did not include a rollforward of the allowance for credit losses because management concluded that, given the minimal activity and stable balance, such disclosure would not have provided incremental decision‑useful information to financial statement users. Electromed acknowledges the staff’s comment and intends to include in future filings, beginning with our annual report on Form 10-K for the fiscal year ending June 30, 2026, a rollforward of the allowance for credit losses, whether or not any changes occurred during the period(s) covered by the report. The following rollforward was prepared in accordance with ASC 326-20-50-13 for the periods presented in the Report:

 Electromed has not experienced write-offs due to credit losses in recent periods; however, the allowance has been maintained to reflect the potential for future losses as revenues continue to grow.

 Electromed also intends to more specifically disclose in future filings, beginning with our quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2026, the amount of accounts receivable outstanding for greater than one year as of each balance sheet date presented. Accounts receivable outstanding for greater than one year totaled $931,000, $430,000 and $484,000 as of June 30, 2024, June 30, 2025, and December 31, 2025, respectively.

 Electromed’s accounts receivable balance contains amounts due from Medicare. Under the Medicare program, cash collection occurs through interim payments and final settlement over approximately thirteen months. Electromed has determined that this collection period represents its normal operating cycle. In accordance with ASC 210‑10‑45, Electromed classifies its Medicare receivables as current assets. We intend to supplement our disclosure in future filings to similarly explain our approach to the Medicare operating cycle.

 Note 2. Revenues, page F-11

 3.

 Please provide us and in future filings the qualitative and quantitative disclosures related to the significant judgments, and changes in judgments, including information related to inputs and assumptions, as it relates to you estimating variable consideration. Refer to ASC 606-10-50-1(b), 50-17(b), and 50-20. As a related matter, consider disclosing in future filings the amount of capped installment payments as you disclose that the related transactions constitute a primary portion of your variable consideration.

 Electromed’s transaction prices include estimates of variable consideration, that primarily relate to capped installment payment arrangements with third‑party payers and patient responsibility amounts, including deductibles, coinsurance, copayments, and similar amounts. Estimating variable consideration requires significant judgment, including selecting estimation methodologies, evaluating historical payment experience, and assessing factors that may affect future collections.

 Electromed estimates variable consideration using the expected value method, as it best predicts the amount of consideration to which Electromed expects to be entitled, given the large number of contracts with similar characteristics and a wide range of possible outcomes. In applying this method, management considers quantitative inputs such as historical claims approval rates, payment timing and recovery patterns, historical termination experience, and patient demographic data, as well as qualitative factors including changes in insurance coverage, mortality, patient utilization patterns, and other relevant circumstances. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 Estimates of variable consideration are evaluated at contract inception and reassessed each reporting period. Changes in estimates may result from updated information regarding payer behavior, patient status, or other changes in facts and circumstances, and such changes are reflected as adjustments to revenue in the period of change.

 Capped installment payment arrangements represent the majority of Electromed’s variable consideration. For the periods presented, amounts subject to capped installment payment arrangements represented a significant portion of net revenues, accounting for approximately 96% of homecare net revenues in the homecare market. Electromed’s estimates of consideration related to these arrangements are based on historical payment and termination patterns and are subject to contractual caps that limit the total consideration to which Electromed may be entitled.

 In future filings beginning with our quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2026, Electromed plans to supplement its disclosures to provide additional qualitative and quantitative information regarding the significant judgments, any changes in those judgements, and the inputs and assumptions we use in estimating variable consideration. We also expect to quantify the portion of homecare net revenues that is subject to capped installment payment arrangements.

 Please contact me at +1 (952) 758-9299 should you have any questions or additional comments regarding the above responses.

 Very truly yours,

 ELECTROMED, INC.

 By /s/ Bradley M. Nagel

 Bradley M. Nagel

 Chief Financial Officer

 cc: James L. Cunniff, President and Chief Executive Officer

 Thomas M. Fadden III, Senior Director, Corporate Controller
 Joshua L. Colburn, Faegre Drinker Biddle & Reath LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

Bradley Nagel
Chief Financial Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague, MN 56071

 Re: Electromed, Inc.
 Form 10-K For the Fiscal Year Ended June 30, 2025
 Filed August 26, 2025
 File No. 001-34839
Dear Bradley Nagel:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K For the Fiscal Year Ended June 30, 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 16

1. We note the increase in Homecare revenue was due to an increase in
direct sales
 representatives and higher net revenues per approval. Please describe
for us and in future
 filings the amount of increase that is due to higher volume versus
higher net revenues per
 approval. Please also describe the reasons for the higher net revenues
per approval.
Financial Statements
Accounts Receivable, page F-8

2. Please provide us and in future filings a rollforward of the allowance
for credit losses, as
 set forth in ASC 326-20-50-13. In addition, please provide us and in
future filings the
 amount of accounts receivable that have been outstanding for greater
than one year for
 the Balance Sheet dates presented and December 31, 2025.
 March 16, 2026
Page 2
Note 2. Revenues, page F-11

3. Please provide us and in future filings the qualitative and quantitative
disclosures related
 to the significant judgments, and changes in judgments, including
information related to
 inputs and assumptions, as it relates to you estimating variable
consideration. Refer to
 ASC 606-10-50-1(b), 50-17(b), and 50-20. As a related matter, consider
disclosing in
 future filings the amount of capped installment payments as you disclose
that the related
 transactions constitute a primary portion of your variable
consideration.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

November 6, 2012

VIA EDGAR

Mellissa Campbell Duru

Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:  Electromed, Inc.

Amendment No. 2 to Preliminary Proxy Statement on Schedule
14A

Filed November 5, 2012

File No. 01-34839

Dear Ms. Duru:

We acknowledge receipt of a comment letter (the “Letter”)
from the staff of the U.S. Securities and Exchange Commission (“the Staff”’) dated November 6, 2012 with respect
to Electromed, Inc.’s (the “Company”) Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed on
November 5, 2012 (the “Amendment”), File No. 01-34839. On behalf of the Company, we submit this letter in response
to comments from the Staff contained in the Letter. We appreciate the Staff’s prompt consideration of this response. For
ease of reference, we have set forth the Staff’s comments in bold and italics and the Company’s responses in plain
type immediately following each comment.

Election of Directors, page 9

1. In your response to comment 12 of our initial
letter, you represented that the proponent failed to provide timely notice as set forth in Rule 14a-4(c)(1). Your response to prior
comment 3 of our letter dated November 2, 2012, however, indicates that the proponent provided notice on August 24, 2012, which
was two days in advance of the deadline set forth in your proxy materials for the fiscal 2012 Electromed meeting. Given that notice
by the proponent appears to have been timely submitted, please provide us with your detailed analysis of the basis for the exercise
of your discretionary authority with respect to proposal 1. Please provide a detailed response and refer to relevant staff interpretative
positions and/or guidance in support of your conclusion.

Company Response: The Company acknowledges
the Staff’s comment and wishes to provide further explanation regarding its response to prior comment 3 of the Staff’s
November 2, 2012 letter and comment 12 of the Staff’s initial letter. As provided in prior comment 3, the Company received
notice from the shareholder proponent on August 24, 2012 with regard to potential floor proposals by the proponent at the annual
meeting. As provided in the Company’s response to comment 12 of the Staff’s initial letter, such “notice”
was “timely received.” However, for the reasons provided below, the Company believes that its designated proxies may
still exercise discretionary authority to vote against any floor proposal raised by the proponent at the annual meeting regarding
the size of the Company’s board of directors.

As provided in the Company’s response to comment
12 of the Staff’s initial letter, the basis for the proxy holders’ discretionary authority to vote against a proposal
seeking to increase the board’s size is Rule 14a-4(c)(2). Rule 14a-4(c)(2) states that a proxy may confer discretionary authority
to vote on a matter for which the registrant has received timely notice in connection with the annual meeting if the registrant
includes in the proxy statement “advice on the nature of the matter and how the registrant intends to exercise its discretion
to vote on each matter.” The Company received timely notice (as determined under paragraph (c)(1) of Rule 14a-4) of the potential
proposal of an adjustment in the size of the Company’s board of directors and included in its proxy statement advice on the
nature of the matter and how the Company intends to exercise its discretion on such matter. Pages 1, 8, and 27 of the Amendment
contain disclosure that provides, in relevant part, “[first], the shareholder may present a proposal to change the number
of directors on the Board of Directors. If this proposal is properly presented, it is intended that the persons named as proxies
will use their discretionary authority to vote against such proposal.”

Also as provided in the Company’s response to
comment 12 of the Staff’s initial letter, the Company acknowledges that Rule 14a-4(c)(2) further states that a registrant
may not exercise discretionary authority if (1) the proponent has provided the registrant with a written statement within
the time frame in Rule 14a-4(c)(1) that the proponent intends to deliver a proxy statement and form of proxy to the holders of
at least the percentage of the registrant’s voting shares required to carry the proposal; (2) if the proponent includes
such a statement in its proxy materials; and (3) if the proponent, immediately after soliciting the percentage of voting shares
required to carry the proposal, provides the registrant with a statement that the necessary steps have been taken to deliver a
proxy statement and form of proxy to holders of at least the percentage of the registrant’s voting shares required to carry
the proposal.

The August 24, 2012 notice from the shareholder proponent
stated only that the shareholder “reserve[d] the right…to submit a related adjustment to the size of the Company’s
Board of Directors at [the] annual meeting.” The notice did not provide a written statement, in the manner contemplated by
Rule 14a-4(c)(2), that the proponent intends to deliver a proxy statement and form of proxy to the holders of at least the percentage
of the registrant’s voting shares required to carry the proposal. The notice was therefore timely but deficient, in that
it failed to contain the written statement necessary to prevent the Company’s designated proxies from exercising discretionary
authority under Rule 14a-4(c)(2).

The Staff’s “Telephone Interpretation 7S.
Rule 14a-4(c)(1), (c)(2)” provides as follows:

If the notice is timely but deficient (i.e.,
does not comply with the requirements listed in 14a-4(c)(2)(i) by, for example, failing to indicate that the proponent intends
to deliver a proxy statement and form of proxy to holders of at least that percentage of the company's voting shares necessary
to approve the matter), the company would not be required to put the matter on its proxy card. However, the company's ability
to exercise discretionary authority is conditioned on including in its proxy statement advice on the nature of the matter and
how the company intends to exercise its discretion to vote on that matter.

As provided above, the shareholder proponent’s
notice was deficient for the reason specified in the Telephone Interpretation, and the Company did provide in its proxy statement
advice on the nature of the matter and how the Company intends to exercise its discretion to vote on that matter. The Company therefore
asserts that its designated proxies may exercise discretionary authority to vote against any floor proposal raised by the proponent
at the annual meeting regarding the size of the Company’s board of directors.

The Company acknowledges that its statement in prior
comment 12 to the Staff’s initial letter that the Company “did not receive the required written statement from the
proponent of the potential proposal to increase the board’s size within the time frame in Rule 14a-4(c)(1)” may have
inadvertently caused unnecessary confusion regarding the timely receipt of the shareholder proponent’s notice. The Company
was referring only to the non-receipt of the required written statement regarding the proponent’s intent to deliver
a proxy statement and form of proxy to holders of at least a percentage of the Company’s voting shares necessary to approve
the matter within the required timeframe, and not to the timely receipt of any notice from the shareholder. The Company
regrets any confusion caused by its response to prior comment 12.

On behalf of the Company and each participant, having
been authorized to make such acknowledgements of their behalf, the Company and each participant acknowledges that:

•  the Company is responsible
for the adequacy and accuracy of the disclosure in the filing;

•  staff comments or changes
to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
and

•  the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

If the Staff of the Commission has any questions or
comments regarding the foregoing, please telephone the undersigned, counsel to Electromed, at (612) 492-7252. Facsimile transmissions
may be sent to the undersigned at (612) 492-7077. Email transmissions may be sent to the undersigned at rbrauer@fredlaw.com.

Very truly yours,

/s/ Ryan C. Brauer

Ryan C. Brauer

    cc:
    James J. Cassidy, Ph.D. (Interim Chief Executive Officer – Electromed, Inc.)

 Stephen H. Craney (Chairman of the Board – Electromed, Inc.)

UNITED  STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

November 6, 2012
Via Email
James J. Cassidy , Ph.D.
Interim Chief Executive Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague , MN 56071

Re: Electromed, Inc.
   Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
   Filed October 24, 2012
   File No.  01-34839

Dear Dr. Cassidy :

We have reviewed the above referenced filing and have the following comments.

Election of Directors, page 9

1. In your response to comment 12 of our initial letter, you represented that the proponent
failed to p rovide timely notice as set forth in Rule 14a -4(c)(1).  Your response to prior
comment 3 of our letter dated November 2, 2012, however, indicates that the proponent
provided notice on August 24, 2012, which was two days in advance of the deadline set
forth  in your proxy materials for the fiscal 201 2 Electromed meeting .  Given that notice
by the proponent appears to have been timely submitted, please provide us with your
detailed analysis of the basis for the exercise of your discretionary authority with respect
to proposal 1.  Please provide a detailed response and refer to relevant staff interpretative
positions and/or guidance in support of your conclusion.

 We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing  to be certai n that the filing include s the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the participants are in possession of
all facts relating to their disclosure, they are  responsible for the accuracy and ade quacy of the
disclosures they have  made.

Dr. James Cassidy
Electromed, Inc.
November 6, 2012
Page 2

 Please direct any q uestions to me at (202) 551 -3757.   You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

        /s/ Mellissa Campbell Duru

Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions

Cc (via email):  Ryan Brauer , Esq.
   Fredrikson & Byron, P.A.

CORRESP
1
filename1.htm

November 5, 2012

VIA EDGAR

Mellissa Campbell Duru

Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re: Electromed, Inc.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed October 24, 2012

File No. 01-34839

Dear Ms. Duru:

We acknowledge receipt of a comment letter (the “Letter”)
from the staff of the U.S. Securities and Exchange Commission (“the Staff”’) dated November 2, 2012 with respect
to Electromed, Inc.’s (the “Company”) Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed on
October 24, 2012 (the “Amendment”), File No. 01-34839. On behalf of the Company, we submit this letter in response
to comments from the Staff contained in the Letter. We appreciate the Staff’s prompt consideration of this response. For
ease of reference, we have set forth the Staff’s comments in bold and italics and the Company’s responses in plain
type immediately following each comment.

Election of Directors, page 9

1. As done in your response to comment 9, please
revise this section to clarify that the current number of directors was set at seven by shareholders as of the last annual meeting.
Explain why only six nominees are being presented and why the board desires to reduce the number of directors on the board from
7 to 6.

Company Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 9 of the Amendment to disclose that the
current number of directors was set at seven by the Company’s shareholders at the last annual meeting; to disclose
that a vacancy has existed on the board since the retirement of the Company’s former Chairman of the Board as Chairman
and a director on May 11, 2012; and to disclose that the board’s proposal to reduce the number of directors on the
board from 7 to 6 reflects the Board’s judgment that such board size is an appropriate number of directors for the
Company for the reasons set forth in the preliminary proxy statement.

2. Refer to your responses to prior comments
9 and 10. As done in your response, please revise your preliminary proxy statement to clarify the effect of a failure to pass proposal
1 and the consequences of this if the meeting is contested or not contested.

Company Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on page 9 of the Amendment to clarify the
effect of a failure to pass proposal 1 and the consequences if the meeting is contested or not contested. Specifically,
the revised disclosure provides that should proposal 1 receive less than a majority of the shares entitled to vote
represented at a meeting at which a quorum is present, the size of the board will remain at seven directors, which is the
size approved by the Company’s shareholders at the prior year’s annual meeting. The revised disclosure further
provides that if the meeting is contested, the seven directors receiving a plurality of votes at the annual meeting, in
person or by proxy, which number may include the Company’s six nominees, will be elected as directors; if the meeting
is uncontested, the Company’s six nominees will be elected as directors, and a vacancy will continue to exist as to the
seventh seat on the board of directors until such time as further action is taken by the board of directors to fill such seat
or until the next annual meeting of shareholders, where the size of the board will again be voted upon by the Company’s
shareholders.

3. We note your response to prior comment 12.
Advise us supplementally of the date that the Company received notice from the proponent.

Company Response: The Company advises
the Staff that the Company received notice from the proponent on August 24, 2012.

On behalf of the Company and each participant, having
been authorized to make such acknowledgements of their behalf, the Company and each participant acknowledges that:

• the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

If the Staff of the Commission has any questions
or comments regarding the foregoing or the accompanying Preliminary Proxy Statement, please telephone the undersigned, counsel
to Electromed, at (612) 492-7252. Facsimile transmissions may be sent to the undersigned at (612) 492-7077. Email transmissions
may be sent to the undersigned at rbrauer@fredlaw.com.

Very truly yours,

/s/ Ryan C. Brauer

Ryan C. Brauer

    cc:
    James J. Cassidy, Ph.D. (Interim Chief Executive Officer – Electromed, Inc.)

 Stephen H. Craney (Chairman of the Board – Electromed, Inc.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

November 2 , 2012
Via Email
James J. Cassidy , Ph.D.
Interim Chief Executive Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague , MN 56071

Re: Electromed, Inc.
   Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
   Filed October 24, 2012
   File No.  01-34839

Dear Dr. Cassidy :

We have reviewed the above referenced filing and have the following comments.

Election of Directors, page 9

1. As done in your response  to comment 9 , please revise this section to clarify that the
current number of directors was set at seven by shareholders as of the last annual
meeting.  Explain why only six nominees are being presented and why the board desires
to reduce the number of directors on the boar d from 7 to 6.

2. Refer to your responses to prior comments 9 and 10.  As done in your response, please
revise your preliminary proxy statement to clarify the effect of a failure to pass proposal
1 and the consequences of this if the meeting is contested o r not contested.

3. We note your response to prior comment 12.  Advise us supplementally of the date that
the company received notice from the proponent.

 We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing  to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the participants are in possession of
all facts relating to their disclosure, they are  responsible for t he accuracy and adequacy of the
disclosures they have  made.

Dr. James Cassidy
Electromed, Inc.
November 2, 2012
Page 2

  Please direct any q uestions to me at (202) 551 -3757.   You may also contact me via
facsimile at  (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

        /s/ Mellissa Campbell Duru

Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions

Cc (via email):  Ryan Brauer , Esq.
   Fredrikson & Byron, P.A.

CORRESP
1
filename1.htm

October 24, 2012

VIA EDGAR

Mellissa Campbell Duru

Special Counsel

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:  Electromed, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed October 12, 2012

File No. 01-34839

Dear Ms. Duru:

We acknowledge receipt of a comment letter (the “Letter”)
from the staff of the U.S. Securities and Exchange Commission (“the Staff”’) dated October 22, 2012 with respect
to Electromed, Inc.’s (the “Company”) Preliminary Proxy Statement on Schedule 14A filed on October 12, 2012,
File No. 01-34839. On behalf of the Company, we submit this letter in response to comments from the Staff contained in the Letter.
We appreciate the Staff’s prompt consideration of this response. For ease of reference, we have set forth the Staff’s
comments in bold and italics and the Company’s responses in plain type immediately following each comment.

Proxy Statement

1. Please revise to indicate that the proxy statement
and form of proxy card are preliminary copies. See Rule 14a-6(e)(1).

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 3 and the proxy card following Appendix A of the Preliminary Proxy
Statement to indicate the proxy statement and form of proxy card are preliminary copies.

2. Please include information as of the most
reasonable practicable date. For example, please provide updated information as of the most reasonable practicable date regarding
the possible solicitation in opposition as well as information that is required by Item 4(b)(4) and Item 5 of Schedule 14A.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 1, 7, 8 and 27 of the Preliminary Proxy Statement, and added
the disclosure on Appendix A to the Preliminary Proxy Statement, to provide updated information as of the most reasonable practicable
date regarding the possible solicitation in opposition, as well as the information that is required by Item 4(b)(4) and Item 5
of Schedule 14A.

3. If the meeting is contested, please supplement
your disclosure to include a brief background discussion of all material contacts the company has had with the shareholder(s) contesting
the meeting in the period leading up to the solicitation.

Company Response: The Company acknowledges
the Staff’s comment and will supplement the disclosure accordingly if the meeting is contested.

4. Please clarify all the means you intend to
use in the solicitation of proxies. For example, revise to specify whether you intend to use other electronic means such as email
or Internet to solicit proxies. Additionally, please note that all written soliciting materials, including any e-mails or scripts
to be used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. Refer to Rule 14a-6(b)
and (c). Please confirm your understanding.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 3 of the Preliminary Proxy Statement with respect to the possible
email solicitation of proxies. The Company confirms its understanding that any written soliciting materials, including emails or
scripts, used in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use.

5. Further to our comment above. Please inform
us of whether you also plan to solicit proxies via internet chat rooms and tell us which websites you plan to utilize. Please advise
us of your plans, if any, to comply with Rules 14a-6 and 14a-9 for any such online communications.

Company Response: The Company advises
the Staff that it does not plan to solicit proxies via internet chat rooms or through Company-hosted or third party-hosted websites.

Questions and Answers, page 3

What is the effect of broker non-votes…,
page 5

6. We note that the company has received notice
that the meeting may be contested. It is our understanding that in a contested election, a broker does not have discretionary authority
to vote on any proposals to be voted on at the meeting, whether routine or not. If the shareholder files materials to contest the
meeting, please revise your disclosure accordingly.

Company Response: The Company acknowledges
the Staff’s comment and will revise the disclosure accordingly if the shareholder proponent files materials to contest the
meeting.

Election of Directors, page 9

7. You disclose that the company has “no
reason to believe the named nominees will be unable or unwilling to serve if elected…” Please clarify whether each
of the current nominees consented to be named in the proxy statement and to serve, if elected. See Rule 14a-4(d).

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 9 of the Preliminary Proxy Statement to clarify that each current
nominee has consented to be named in the Company’s proxy statement and to serve as a director of the Company, if elected.

8. Your disclosure suggests that the participants
are reserving the right to vote for unidentified substitute nominees. Please confirm for us that should the participants lawfully
identify or nominate substitute nominees before the meeting, the participants will file an amended proxy statement that (1) identifies
the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to
serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Company Response: The Company acknowledges
the Staff’s comment and confirms that should the Company lawfully identify or nominate substitute nominees before the meeting,
the Company will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees
have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by
Items 5(b) and 7 of Schedule 14A with respect to such nominees.

9. Please clarify the effect of a failure to
pass proposal 1 by the requisite majority. Specifically, please clarify whether your proposal 2 is contingent on majority approval
of your proposal 1.

Company Response: The Company advises
the Staff that proposal 2 is not contingent on approval of the Company’s proposal 1 by a majority of the shares entitled
to vote represented at a meeting at which a quorum is present. Should proposal 1 receive less than a majority of the shares entitled
to vote represented at a meeting at which a quorum is present, the size of the board of directors will remain at seven directors,
which is the size approved at the prior year’s annual meeting. The seven directors then receiving a plurality of votes at
the annual meeting, in person or by proxy, which number may include the Company’s six nominees, will be elected as directors
to serve until the next annual meeting of shareholders or until such time as their successors are elected and qualified.

10. If the meeting is contested and the majority
of shares do not approve your proposal 1, advise us of whether the proxy holders still intend to vote with respect to proposal
two for their six named nominees. We may have further comment.

Company Response: The Company advises
the Staff that if the meeting is contested and the majority of shares do not approve the Company’s proposal 1, the proxy
holders do still intend to vote with respect to proposal 2 for the Company’s six named nominees, which would represent six
of the seven board seats available if proposal 1 is not approved and no shareholder proponent proposal is lawfully made with respect
to the size of the Company’s board of directors.

11. Please revise the biographical information
of the nominees so that it complies with Item 401 of Regulation S-K. Refer to Item 7(b) of Schedule 14A. For example, revise the
biographies to ensure that you clarify each individual’s business experience for the past five years and disclose the dates
of experience by month and year.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 9, 10 and 11 of the Preliminary Proxy Statement accordingly.

Other Information, page 27

12. You disclose that the proxy holders would
exercise their discretionary authority to vote against a proposal seeking to increase the board’s size. Please supplementally
advise us of the basis for the proxy holders’ discretionary authority to vote against any such proposal. Your response should
reference your consideration of Rule 14a-4 (c)(2). We may have further comment.

Company Response: The Company advises
the Staff that the basis for the proxy holders’ discretionary authority to vote against a proposal seeking to increase the
board’s size is Rule 14a-4(c)(2), which states that a proxy may confer discretionary authority to vote on a matter for which
the registrant has received timely notice in connection with the annual meeting, if the registrant includes in the proxy statement
“advice on the nature of the matter and how the registrant intends to exercise its discretion to vote on each matter.”
The Company received timely notice (as determined under paragraph (c)(1) of Rule 14a-4) of the potential proposal of an adjustment
in the size of the Company’s board of directors and included in its proxy statement advice on the nature of the matter and
how the Company intends to exercise its discretion on such matter. As a result, the proxy holders may exercise discretionary authority
to vote against any proposal by the shareholder proponent of an adjustment to the size of the Company’s board of directors.

The Company acknowledges that Rule 14a-4(c)(2) also
states that a registrant may not exercise discretionary authority if the proponent has provided the registrant with a written statement
within the time frame in Rule 14a-4(c)(1) that the proponent intends to deliver a proxy statement and form of proxy to the holders
of at least the percentage of the registrant’s voting shares required to carry the proposal; if the proponent includes such
a statement in its proxy materials; and if the proponent, immediately after soliciting the percentage of voting shares required
to carry the proposal, provides the registrant with a statement that the necessary steps have been taken to deliver a proxy statement
and form of proxy to holders of at least the percentage of the registrant’s voting shares required to carry the proposal.
However, the Company did not receive the required written statement from the proponent of the potential proposal to increase the
board’s size within the time frame in Rule 14a-4(c)(1) and therefore the Company is not prevented from exercising its discretionary
authority under Rule 14a-4(c)(2).

On behalf of the Company and each participant, having
been authorized to make such acknowledgements of their behalf, the Company and each participant acknowledges that:

•  the Company and each
participant is responsible for the adequacy and accuracy of the disclosure in the filing;

•  staff comments or changes
to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
and

•  the Company and each
participant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If the Staff of the Commission has any questions
or comments regarding the foregoing or the accompanying Preliminary Proxy Statement, please telephone the undersigned, counsel
to Electromed, at (612) 492-7252. Facsimile transmissions may be sent to the undersigned at (612) 492-7077. Email transmissions
may be sent to the undersigned at rbrauer@fredlaw.com.

Very truly yours,

/s/ Ryan C. Brauer

Ryan C. Brauer

    cc:
    James J. Cassidy, Ph.D. (Interim Chief Executive Officer – Electromed, Inc.)

    Stephen H. Craney (Chairman of the Board – Electromed, Inc.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FI NANCE

October 22, 2012
Via Email
James J. Cassidy , Ph.D.
Interim Chief Executive Officer
Electromed, Inc.
500 Sixth Avenue NW
New Prague MN 56071

Re: Electromed, Inc.
   Preliminary Proxy Statement on Schedule 14A
   Filed October 12, 2012
   File No.  01-34839

Dear Dr. Cassidy :

We have reviewed the above referenced filing and have the following comments.   In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by a mending your filing, by providing the requested
information, or by advising us of when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Proxy Statement

1. Please revise to indicate that the proxy statement  and form of pr oxy card are preliminary
copies.  See Rule 14a -6(e)(1).

2. Please include information as of the most reasonable practicable date.  For example,
please provide updated information as of the most reasonable practicable date regarding
the possible solicitation in opposition as well as information that is required by Item
4(b)(4) and Item 5 of Schedule 14A.

3. If the meeting is contested, please supplement your disclosure to include a brief
background discussion of all material contacts the company has had with the

Dr. James Cassidy
Electromed, Inc.
October 22, 2012
Page 2

 shareholder(s) contesting the meeting  in the period leading up to the solicitation .

4. Please clarify all the means you intend to use in the solicitation of proxies.  For example,
revise to specify whether you intend to use other electronic means such a s email or
Internet to solicit proxies.  Additionally, please note that all written soliciting materials,
including any e -mails or scripts to be used in soliciting proxies must be filed under the
cover of Schedule 14A on the date of first use.  Refer to Ru le 14a -6(b) and (c).  Please
confirm your understanding.

5. Further to our comment above.  Please inform us of whether you also plan to solicit
proxies via internet chat rooms and tell us which websites you plan to utilize.   Please
advise us of your plans,  if any, to comply with Rules 14a -6 and 14a-9 for any such online
communications.

Questions and Answers, page 3

What is the effect of broker non -votes…, page 5

6. We note that the company has received notice that the meeting may be contested.  It is
our un derstanding that in a contested election, a broker does not have discretionary
authority to vote on any proposals to be voted on at the meeting, whether routine or n ot.
If the shareholder files materials to contest the meeting, p lease revise your disclosu re
accordingly.

Election of Directors, page 9

7. You disclose that the company has “no reason to believe the named nominees will be
unable o r unwilling to serve if elected…”  Please clarify whether  each of the current
nominees consented to be named in the proxy  statement  and to serve, if elected.  See Rule
14a-4(d).

8. Your disclosure suggests that the participants are reserving the right to vote for
unidentified substitute nominees.   Please confirm for us that should the participants
lawfully identify or nom inate substitute nominees before the meeting, the participants
will file an amended proxy statement that (1) identifies the substitute nominees, (2)
discloses whether such nominees have consented to being named in the revised proxy
statement and to serve i f elected and (3) includes the disclosure required by Items 5(b)
and 7 of Schedule 14A with respect to such nominees.

9. Please c larify  the eff ect of a failure to pass proposal 1 by the requisite majority.
Specifically , please  clarify whether your proposa l 2 is contingent on majority approval of
your proposal 1.

10. If the meeting is contested and the majority of shares  do not approve  your proposal 1,
advise us of whether the proxy holders still intend to vote with respect to proposal two for

Dr. James Cassidy
Electromed, Inc.
October 22, 2012
Page 3

 their six named nominees.  We may have further comment.

11. Please revise the biographical information of the nominees so that it complies with Item
401 of Regulation S -K.  Refer to Item 7(b) of Schedule 14A.  For example, revise the
biographies to ensure that you clarify each individual’s business experience for the past
five years and disclose the dates of experience by month and year.

Other Information, page 27

12. You disclose tha t the proxy holders w ould exercise their discretionary authority to vote
against a proposal seeking to increase the board’s size.  Please supplementally advise us
of the basis for the proxy holders’ discretionary authority to vote against any such
proposal.  Your response should reference your consideration of Rule 14a -4 (c)(2) .  We
may have furt her comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing  to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the participants are in possession of
all facts relating to their disclosure, they are  responsible for the accuracy and adequacy of the
disclosures they have  made.

 In responding to our comments, please provide a written statement from each partic ipant
acknowledging that :

 the participant  is responsible for the adequacy and accuracy of the disclosure in the filing ;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with resp ect to the filing; and

 the participant  may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Dr. James Cassidy
Electromed, Inc.
October 22, 2012
Page 4

  Please direct any q uestions to me at (202) 551 -3757.   You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

        /s/ Mellissa Campbell Duru

Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions

Cc (via email):  Ryan Brauer , Esq.
   Fredrikson & Byron, P.A.

CORRESP
1
filename1.htm

October 12, 2012

VIA EDGAR AS CORRESP

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, DC 20549-3628

    Re:
    Preliminary
    Proxy Statement of

    Electromed,
    Inc.

    File
    No. 001-34839

Ladies and Gentlemen:

On behalf of our
client, Electromed, Inc., a Minnesota corporation (“Electromed” or the “Company”), and pursuant
to Rule 14a-6 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company
is hereby filing with the Securities and Exchange Commission (the “SEC” or the “Commission”),
its Preliminary Proxy Statement on Schedule 14A and the related form of proxy card (collectively, the “Company Proxy Materials”).
The Company Proxy Materials have been filed with the SEC via EDGAR using EDGAR tag PREC14A. All capitalized terms used and not
otherwise defined herein have the meanings ascribed to such terms in the Company Proxy Materials.

The Company Proxy
Materials will be furnished to the Company’s shareholders in connection with the solicitation by the Company of proxies therefrom
to be used at the fiscal 2013 Annual Meeting of Shareholders of the Company and at any and all adjournments, postponements, continuations
or re-schedulings thereof (the “2013 Annual Meeting”). At the 2013 Annual Meeting, six incumbent directors will
be up for re-election for one-year terms. The Company intends to solicit proxies in support of, among other things, the election
of its six nominees recommended by the Company’s Board of Directors (the “Company Nominees”). Each of
the Company Nominees has consented to serve as such, to being named in the Company Proxy Materials and to serve as a director of
the Company if re-elected. In addition to the election of directors at the 2013 Annual Meeting and setting the number of directors
as required by the Company’s bylaws, the only other item of business intended to be presented is the ratification of the
Company’s appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal
year ending June 30, 2013.

The Company is filing
the Company Proxy Materials on a preliminary basis because it will be commenting in the Company’s Proxy Materials upon or
referring to a potential solicitation in opposition in connection with the 2013 Annual Meeting. On August 24, 2012, the Company
received a written notice from Ms. Eileen Manning that she reserved her right to nominate four persons for election as directors
at the 2013 Annual Meeting and to submit a related adjustment to the size of the Company’s Board of Directors. Accordingly,
the Company believes there is a possibility that Ms. Manning may conduct or is conducting a solicitation in opposition in connection
with the 2013 Annual Meeting. The Company wishes to preserve the discretionary authority of the Company’s named proxies to
vote against any proposal Ms. Manning may make relating to an adjustment to the size of the Company’s Board of Directors
by providing a statement in the proxy statement to this effect. The Company has received no information from Ms. Manning or otherwise
that Ms. Manning is conducting any such solicitation in opposition at the present time.

If the Staff of
the Commission has any questions or comments regarding the accompanying Preliminary Proxy Statement or any
aspects of the Company’s solicitation of proxies referred to therein, please telephone the undersigned, counsel to Electromed,
at (612) 492-7252. Facsimile transmissions may be sent to the undersigned at (612) 492-7077.

Very truly yours,

/s/ Ryan C. Brauer

Ryan C. Brauer

Enclosures

cc: James J. Cassidy, Ph.D. (Interim Chief Executive Officer
– Electromed, Inc.)

Stephen H. Craney (Chairman of the Board – Electromed,
Inc.)

- 2 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
        August 10, 2010
 Robert D. Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed July 22, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your amende d registration statement and have the following comment.
In our comment, we may ask you to provide us w ith information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our co mment applies to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to our comment,  we may have additional comments.

Management’s Discussion and Analysis

 Nine Months Ended March 31, 2010 Compared to  Nine Months Ended March 31, 2009, page 36

1. We note the decreases in operating income and net income for the nine month period ended
March 31, 2010 as compared to the nine month period ended March 31, 2009.  Please
expand your disclosure to explai n clearly to investors the reas ons for the decline in your
operating and net income for the periods pres ented.  Also disclose any known material
trends affecting your operating and net inco me for the periods presented.  Refer to
Item 303(b) of Regulation S-K.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes th e information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since th e company and its management are in possession of

Robert D. Hansen
Electromed, Inc. August 10, 2010 Page 2  all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the Company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Ruairi Regan at (202) 551-3269 or Tim Buchm iller, senior attorney, at
(202) 551-3635 with any questions.

     S i n c e r e l y ,          L a r r y  S p i r g e l
Assistant Director
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshee, Esq.

CORRESP
1
filename1.htm

   elmd103964_corresp.htm - Generated by SEC Publisher for SEC Filing

August 11, 2010

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Attn: Ruairi Regan

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

Electromed, Inc.

Registration Statement on Form S-1 (File No. 333-166470)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Electromed, Inc. (the “Company”) requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:30 Central Daylight Time on August 12, 2010, or as soon thereafter as possible.

The Company hereby acknowledges that:

Ÿ

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Ÿ

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

ELECTROMED, INC.

By

/s/ Robert D. Hansen

Robert D. Hansen, Chairman of the Board

and Chief Executive Officer

ELECTROMED, INC.

Creating superior care through innovation®

500 Sixth Ave. N.W.

New Prague, MN 56071

Phone: 1-952-758-9299

Fax: 1-952-758-1941

www.SmartVest.com

CORRESP
1
filename1.htm

   electromed103934_corresp.htm - Generated by SEC Publisher for SEC Filing

August 11, 2010

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:  Larry Spirgel, Tim Buchmiller and Ruairi Regan

Re:

Electromed, Inc.

Registration Statement on Form S-1

Filed May 3, 2010

File No. 333-166470

Dear Mr. Spirgel:

On behalf of Electromed, Inc. (the “Company”), we are responding to your comment letter, dated August 10, 2010, to Mr. Robert Hansen, Chairman and Chief Executive Officer of the Company, regarding the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010, as amended on June 17, 2010, July 6, 2010, and July 22, 2010 (the “Registration Statement”).  A responsive Pre-Effective Amendment No. 4 to the Form S-1 (“Amendment No. 4”) has been filed concurrently herewith via EDGAR.  We have also provided you and the other SEC Staff member listed at the end of this response letter with courtesy marked copies of Amendment No. 4 showing changes to Amendment No. 3 to assist in your review.  For your convenience, we have repeated the comment from your letter in boldface type.  The Company’s response is provided below the comment in plain type.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.

We note the decreases in operating income and net income for the nine month period ended March 31, 2010 as compared to the nine month period ended March 31, 2009.  Please expand your disclosure to explain clearly to investors the reasons for the decline in your operating and net income for the periods presented.  Also disclose any known material trends affecting your operating and net income for the periods presented.  Refer to Item 303(b) of Regulation S-K.

Response:  The Company has revised the Form S-1 in response to the Staff’s comment.  Please see pages 37 and 39 of Amendment No. 4.

1

Additionally, in response to the Staff’s oral comments regarding an Associated Press news release dated August 2, 2010 relating to the offering described in the Registration Statement, the Company confirms that it will file a free writing prospectus satisfying the requirements of Rule 433 that includes the full text of the news release and, pursuant to Rule 433(f)(2)(ii), corrects certain inaccurate net income information contained in the news release.

***

The undersigned acknowledges on behalf of the Company, having been authorized by the Company to do so, that:

▪

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

▪

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

▪

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We believe that this response letter addresses the comment set forth in your letter, as well as your oral comments.  After you have had an opportunity to review the above response to your comment, please call me at (612) 492-7252.  In my absence, please contact Liz Dunshee of our office at (612) 492-7407.

Sincerely,

/s/ Ryan C. Brauer

Ryan C. Brauer

Direct Dial:  612.492.7252

Email:  rbrauer@fredlaw.com

cc (by email):

Robert Hansen, Electromed, Inc.

Terry Belford, Electromed, Inc.

Jim Knudson, McGladrey & Pullen, LLP

Ben Schultes, McGladrey & Pullen, LLP

Jule Hannaford, Kelly, Hannaford & Battles P.A.

W. Morgan Burns, Faegre & Benson LLP

Erik Romslo, Faegre & Benson LLP

Ruairi Regan, SEC

Leigh Ann Schultz, SEC

Brian Cascio, SEC

2

CORRESP
1
filename1.htm

   elmd103963_corresp.htm - Generated by SEC Publisher for SEC Filing

2100 LaSalle Plaza

800 LaSalle Avenue

Minneapolis, Minnesota 55402

August 11, 2010

612.492.8800 fax: 612.492.8899

wats: 866.655.3431

www.feltl.com

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Attn: Ruairi Regan

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:

Electromed, Inc.

Registration Statement on Form S-1 (File No. 333-166470)

Ladies and Gentlemen:

As underwriter of the offering by Electromed, Inc. (the “Company”) of up to 2,300,000 shares of its common stock (which includes an over-allotment option of up to 300,000 shares of Company common stock), and in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness as of 4:30 p.m. Central Daylight Time on August 12, 2010, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that through the date of this letter, we have effected the following distribution of the Company’s Preliminary Prospectus, dated July 6, 2010:

Underwriters

0

Dealers

138

Institutions

40

Individuals

773

Others

0

Total

951

We have advised the underwriters and dealers of the above issue that they must comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We wish to advise you that copies of the preliminary prospectus have been made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned has complied and will comply, and each underwriter and dealer has advised the undersigned that it has complied and will comply, with SEC Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

 Sincerely,

MEMBER FINRA-SIPC

CORRESP
1
filename1.htm

   elmd103891_corresp.htm - Generated by SEC Publisher for SEC Filing

August 9, 2010

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:  Tim Buchmiller and Ruairi Regan

Re:

Electromed, Inc.

Registration Statement on Form S-1

Filed May 3, 2010

File No. 333-166470

Dear Mr. Buchmiller:

On behalf of Electromed, Inc. (the “Company”), we are responding to your comment letter, dated August 6, 2010, to Mr. Robert Hansen, Chairman and Chief Executive Officer of the Company, regarding the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010, as amended on June 17, 2010, July 6, 2010, and July 22, 2010.   For your convenience, we have repeated the comment from your letter in boldface type.  The Company’s response is provided below the comment in plain type.

Financial Statements

1.

We note that your most recent fiscal year ended on June 30, 2010 and that financial statements for that fiscal year are not included in your registration statement.  However, given the passage of time since the end of that year, please confirm that preliminary financial information is not available to you or has not been published regarding the company’s financial condition as of June 30, 2010 and results of operations for the fiscal quarter and fiscal year then ended.  If financial information is available, please update your prospectus as appropriate to include this information and disclose material changes to the company’s results of operations that occurred during the fourth quarter of the company’s 2010 fiscal year.  Please note that any preliminary information should be presented in accordance with Item 10(b)(2) of Regulation S-K.  If there are no such material changes or trends to report, please provide us a representation to that effect in response to this comment.

1

Response:  The Company confirms that preliminary operating income information is not available at this time and has not been published regarding the Company’s financial condition as of June 30, 2010 and the results of the Company’s operations for the fiscal quarter and fiscal year then ended.  The Company represents that there have been no material changes or trends to the Company’s financial condition or results of operations as of June 30, 2010 and nothing has come to the Company’s attention that would materially alter the estimated range of revenues for the year ended June 30, 2010 disclosed in the Company’s Free Writing Prospectus filed July 14, 2010 or cause such range of revenues to be materially misleading.

***

The undersigned acknowledges on behalf of the Company, having been authorized by the Company to do so, that:

■

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

■

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

■

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We believe that this response letter addresses the comment set forth in your letter.  After you have had an opportunity to review the above response to your comment, please call me at (612) 492-7252 if you would like to discuss any additional questions or comments you might have.  In my absence, feel free to contact Liz Dunshee of our office at (612) 492-7407.

Sincerely,

/s/ Ryan C. Brauer

Ryan C. Brauer

Direct Dial:  612.492.7252

Email:  rbrauer@fredlaw.com

cc (by email):

Robert Hansen, Electromed, Inc.

Terry Belford, Electromed, Inc.

Jim Knudson, McGladrey & Pullen, LLP

Ben Schultes, McGladrey & Pullen, LLP

Jule Hannaford, Kelly, Hannaford & Battles P.A.

W. Morgan Burns, Faegre & Benson LLP

Erik Romslo, Faegre & Benson LLP

Ruairi Regan, SEC

Leigh Ann Schultz, SEC

Brian Cascio, SEC

2

CORRESP
1
filename1.htm

   elmd103912_corresp.htm - Generated by SEC Publisher for SEC Filing

August 9, 2010

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Attn: Ruairi Regan

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

Electromed, Inc.

Registration Statement on Form S-1 (File No. 333-166470)

Ladies and Gentlemen:

            Electromed, Inc. (the “Company”) hereby withdraws its acceleration request letter dated August 5, 2010, which requested that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it would have become effective at 5:00 p.m. Central Daylight Time on August 9, 2010.

Sincerely,

ELECTROMED, INC.

By

/s/ Robert D. Hansen

Robert D. Hansen, Chairman of the Board and Chief Executive Officer

ELECTROMED, INC.

Creating superior care through innovation®

500 Sixth Ave. N.W.

New Prague, MN 56071

Phone: 1-952-758-9299

Fax: 1-952-758-1941

www.SmartVest.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
        August 6, 2010
 Robert D. Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed July 22, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your ame nded registration statement and supplemental response and
have the following comments.  In our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
1. We note that your most recent fiscal year  ended on June 30, 2010 and that financial
statements for that fiscal year are not incl uded in your registration statement.  However,
given the passage of time sin ce the end of that year, plea se confirm that preliminary
financial information is not available to you or has not been published regarding the company's financial condition as of June 30, 2010 and results of operations for the fiscal
quarter and fiscal year then e nded.  If financial information is available, please update your
prospectus as appropriate to include this info rmation and disclose material changes to the
company's financial condition as of June  30, 2010 and any material changes to the
company's results of operations that occurred  during the fourth quarter of the company's
2010 fiscal year.  Please note that any preliminary information should be presented in
accordance with Item 10(b)(2) of Regulation S-K.  If there are no such material changes or
trends to report, please provide  us a representation to that  effect in response to this
comment.

Robert D. Hansen
Electromed, Inc. August 6, 2010 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes th e information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since th e company and its management are in possession of
all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the Company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Ruairi Regan at (202) 551-3269 or Tim Buchm iller, senior attorney, at
(202) 551-3635 with any questions.

     S i n c e r e l y ,          R u s s e l l  M a n c u s o
Branch Chief
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshee, Esq.

CORRESP
1
filename1.htm

   electromed103760_corresp.htm - Generated by SEC Publisher for SEC Filing

2100 LaSalle Plaza

800 LaSalle Avenue

Minneapolis, Minnesota 55402

August 5, 2010

612.492.8800 fax: 612.492.8899

wats: 866.655.3431

www.feltl.com

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Attn: Ruairi Regan

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:

Electromed, Inc.

Registration Statement on Form S-1 (File No. 333-166470)

Ladies and Gentlemen:

As underwriter of the offering by Electromed, Inc. (the “Company”) of up to 2,300,000 shares of its common stock (which includes an over-allotment option of up to 300,000 shares of Company common stock), and in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness as of 5:00 p.m. Central Daylight Time on Monday, August 9, 2010, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that through the date of this letter, we have effected the following distribution of the Company’s Preliminary Prospectus, dated July 6, 2010:

Underwriters

0

Dealers

138

Institutions

40

Individuals

743

Others

0

Total

921

We have advised the underwriters and dealers of the above issue that they must comply with the provisions of SEC Release No. 33-4968 of the Act and Rule 15c2-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We wish to advise you that copies of the preliminary prospectus have been made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned has complied and will comply, and each underwriter and dealer has advised the undersigned that it has complied and will comply, with SEC Release No. 33-4968 and Rule 15c2-8 under the Exchange Act.

 Sincerely,

MEMBER FINRA-SIPC

CORRESP
1
filename1.htm

   electromed103750_corresp1.htm - Generated by SEC Publisher for SEC Filing

August 5, 2010

 VIA EDGAR AND EMAIL

Securities and Exchange Commission

Attn: Ruairi Regan

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

Electromed, Inc.

Registration Statement on Form S-1 (File No. 333-166470)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Electromed, Inc. (the “Company”) requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 5:00 p.m. Central Daylight Time on Monday, August 9, 2010, or as soon thereafter as possible.

The Company hereby acknowledges that:

Ÿ

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Ÿ

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

ELECTROMED, INC.

By

/s/ Robert D. Hansen

Robert D. Hansen, Chairman of the Board

and Chief Executive Officer

ELECTROMED, INC.

Creating superior care through innovation®

500 Sixth Ave. N.W.

New Prague, MN 56071

Phone: 1-952-758-9299

Fax: 1-952-758-1941

www.SmartVest.com

CORRESP
1
filename1.htm

July 22, 2010

VIA EDGAR AND E-MAIL

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Russell Mancuso

 Re:

 Electromed, Inc.

 Registration Statement on Form S-1

 Filed May 3, 2010

 File No. 333-166470

Dear Mr. Mancuso:

          On
behalf of Electromed, Inc. (the “Company”), we are responding to your comment
letter, dated July 16, 2010, to Mr. Robert Hansen, Chairman and Chief Executive
Officer of the Company, regarding the Company’s registration statement on Form S-1
filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010,
as amended on June 17, 2010 and July 6, 2010 (collectively, the “Form S-1”). A
responsive Pre-Effective Amendment No. 3 to the Form S-1 (“Amendment No. 3”)
has been filed concurrently herewith via EDGAR. We have also provided you and
the other SEC Staff member listed at the end of this response letter with
courtesy marked copies of Amendment No. 3 to assist in your review. For your
convenience, we have repeated and numbered the comments from your letter in
boldface print. The Company’s responses are provided below each comment.

Critical Accounting
Policies and Estimates, page 34

 1.

 We refer to your response to prior comment
 3. Please revise to include a discussion of your return policy/practices
 similar to the discussion you included in your response.

 Response: In
 response to the Staff’s comment, the Company has revised the Form S-1 on page
 35 to include a discussion on its return practices.

 Exhibit 1.1

 2.

 Please file the form of purchase agreement
 that includes all schedules and exhibits referenced in the agreement,
 including the form of underwriter’s warrants. Also, please tell us under what
 authority you have filed the form of underwriter’s warrant

 agreement as Exhibit 4.5 since it does not
 appear that the underwriter’s warrant agreement defines the rights of holders
 of the securities being registered. Refer to Item 601(b)(4)(i) of Regulation
 S-K.

 Response: The
 Company has re-filed the form of purchase agreement with the forms of all
 schedules and exhibits referenced therein, including the form of
 underwriter’s warrant agreement. In addition, in response to the Staff’s
 comment, the Company has revised the exhibit index of the Form S-1 to file
 the form of underwriter’s warrant agreement pursuant to Item 601(b)(10) of
 Regulation S-K, rather than pursuant to Item 601(b)(4)(i) of Regulation S-K.

***

          The
undersigned acknowledges on behalf of the Company, having been authorized by
the Company to do so, that:

 •

 the Company
 is responsible for the adequacy and accuracy of the disclosure in the filing;

 •

 Staff
 comments or changes to disclosure in response to Staff comments do not
 foreclose the Commission from taking any action with respect to the filing;
 and

 •

 the Company
 may not assert staff comments as a defense in any proceeding initiated by the
 Commission or any person under the federal securities laws of the United
 States.

We believe
that this response letter, together with Amendment No. 3 filed concurrently
herewith, address the comments set forth in your letter. If we can be of any
assistance to the Staff in explaining these responses or the changes in the
Amendment No. 3, please let us know. After you have had an opportunity to review
the above responses to your comments and Amendment No. 3, please call me at
(612) 492-7252 to discuss any additional questions or comments you might have.
In my absence, feel free to contact Liz Dunshee of our office at (612)
492-7407.

 Sincerely,

 /s/ Ryan C.
 Brauer

 Ryan C.
 Brauer

 Direct
 Dial: 612.492.7252

 Email: rbrauer@fredlaw.com

 cc (by
 e-mail):

 Robert
 Hansen, Electromed, Inc.

 Terry
 Belford, Electromed, Inc.

 Jim Knudson,
 McGladrey & Pullen, LLP

 Ben
 Schultes, McGladrey & Pullen, LLP

 Jule
 Hannaford, Kelly, Hannaford & Battles P.A.

 W. Morgan
 Burns, Faegre & Benson LLP

 Erik Romslo,
 Faegre & Benson LLP

 Ruairi
 Regan, SEC

 Tim
 Buchmiller, SEC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
        July 16, 2010
 Robert D, Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed July 7, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your ame nded registration statement and supplemental response and
have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Critical Accounting Policies and Estimates, page 34

1. We refer to your response to prior comment 3.  Please revise to incl ude a discussion of your
return policy/practices similar to th e discussion you included in your response.
Exhibit 1.1
 2. Please file the form of purchase agreemen t that includes all schedules and exhibits
referenced in the agreement, including the form  of underwriter’s warrants.  Also, please tell
us under what authority you have filed the fo rm of underwriter’s warrant agreement as
Exhibit 4.5 since it does not appear that th e underwriter’s warrant agreement defines the
rights of holders of the securi ties being registered.  Refer to  Item 601(b)(4)(i) of Regulation
S-K.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes th e information the Securities Act of 1933 and all

Robert D, Hansen
Electromed, Inc. July 16, 2010 Page 2  applicable Securities Act rules require.  Since th e company and its management are in possession of
all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
   Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of the effective date of the registra tion statement as confirmation of
the fact that those requesting acceleration are awar e of their respective responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Leigh Ann Schultz at (202) 551-3628 or Bria n Cascio, Accounting Branch
Chief, at (202) 551-3676 if you have questions re garding comments on the financial statements and
related matters.  Please contact Ruairi Regan at (202) 551-3269 or Tim Buchmiller, Senior Attorney, at (202) 551-3635 with any other questions.

     S i n c e r e l y ,          R u s s e l l  M a n c u s o
Branch Chief
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshore, Esq.
 Fredrikson & Byron, P.A.

CORRESP
1
filename1.htm

   electromed103338_corresp.htm - Generated by SEC Publisher for SEC Filing

July 6, 2010

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:  Brian Cascio and Ruairi Regan

Re:

Electromed, Inc.

Registration Statement on Form S-1

Filed May 3, 2010

File No. 333-166470

Dear Mr. Cascio:

On behalf of Electromed, Inc. (the “Company”), we are responding to your comment letter, dated June 29, 2010, to Mr. Robert Hansen, Chairman and Chief Executive Officer of the Company, regarding the Company’s Pre-Effective Amendment No. 1, filed June 17, 2010 (“Amendment No. 1”), to its registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010 (collectively, the “Form S-1”).  A responsive Pre-Effective Amendment No. 2 to the Form S-1 (“Amendment No. 2”) has been filed concurrently herewith via EDGAR.  We have also provided you and the other SEC Staff member listed at the end of this response letter with courtesy marked copies of Amendment No. 2 showing changes to Amendment No. 1 to assist in your review.  For your convenience, we have repeated and numbered the comments from your letter in boldface print.  The Company’s responses are provided below each comment.

Use of Proceeds, page 25

1.

We note your changes in response to prior comment 9.  It remains unclear what changes in your business plan would trigger a modification in the use of proceeds.  Provide a specific discussion of all contingencies that would trigger a change in your use of proceeds.  Also address the alternatives to such use as required by Instruction 7 of Item 504 of Regulation S-K.

Response: The Company has revised the Use of Proceeds disclosure on page 29 of Amendment No. 2 to delete its reservation to modify the use of proceeds in the event of changes in the Company’s business plan and to clarify that the Company is reserving the right to reallocate its anticipated use of proceeds in certain specified circumstances.

Capitalization, page 26

2.

We refer to your response to prior comment 11.  However, cash and cash equivalents should not be included in the capitalization information in the table on page 26.  Please revise.

Response: In response to the Staff’s comment, the Company has revised the table on page 30 of Amendment No. 2 to remove the “cash and cash equivalents” row.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 29

3.

We refer to your response to prior comment 19.  We see once you have determined that a customer is no longer receiving third-party reimbursement and has discontinued payments, you write-off any existing receivable or cease recognizing revenue under the installment method.  Additionally, you indicate that under no condition is product returned to you for a price reduction.

Ÿ

Please tell us if your sales arrangements could result in individual sales with significantly varying margins.  We note your consistent gross margin of 73% to 75% for the periods presented in your financial statements.

Ÿ

Provide us the amount of selling price adjustments you accrued for each of the periods presented in your financial statements.

Ÿ

Please tell us whether you receive product returns for reasons other than a price reduction.  If you do receive product returns, also indicate if you resell returned products or utilize the equipment for other purposes, such as demonstration.

Ÿ

Please tell us whether the product has any significant value at the time you write-off the receivable.  If there is any significant value tell us why the product would not be returned.

Response:  The Company advises the Staff that the vast majority of its product sales are made to customers who utilize third party payers.  Third party payers include Medicare, Medicaid and private insurance companies, which establish reimbursable limits generally in line with the Medicare allowable amount of approximately $11,700 per unit.  These third party payers typically reimburse the Company for the allowable amount in either a lump sum payment or in monthly payments of up to one year.  The Company uses the installment sales method for sales where anticipated reimbursement exceeds one year.  Installment sales represent less than 4% of revenue, or approximately $379,000, for the nine months ended March 31, 2010.

The Company’s sales are comprised of a single product and its ancillary products. Therefore, with respect to gathering data to estimate selling price adjustments, the Company treats the majority of its non-installment sales as a single sales population.  Revenue is recorded on the date products are shipped, net of such selling price adjustments.  The Company has sold the SmartVest System and its ancillary products for many years, under relatively consistent sales terms, and for third-party reimbursement rates which have not varied significantly over the past five years.  Due to the predictable pattern of sales adjustments presented by its historical sales, the Company believes that data from such historical sales allow management to derive sales adjustments that are measurable and properly recorded at the date of product shipment.  The overall consistency of the Company’s gross margin and the sales mix composition are taken into consideration in determining the selling adjustment.  Adjustments to the original amount of revenue recognized have not been material.  The Company advises the Staff that although there is some variability in the margins on individual sales, over the past three years the overall margins have remained consistent as the Company has had little change in the product price, sales mix and reimbursement allowable from third-party payers.  Selling price adjustments recorded at the time of product shipment, which reduced the amount of recorded accounts receivable, were approximately $686,000, $434,000, $637,000, and $851,000 as of June 30, 2009 and 2008 and March 31, 2010 and 2009, respectively.

The Company requests that customers return previously-sold units that are no longer in use, in order to limit the possibility that such units would be resold by unauthorized parties or used by individuals without a prescription. The customer is under no obligation to return the product; however, the Company does reclaim the majority of previously sold units upon the discontinuance of patient usage.  The Company has not obtained certification to recondition and resell returned units, and therefore does not resell them. Returned units are primarily used for warranty replacement parts and demonstration equipment.  Returned products do not have significant value to the Company and the cost of becoming certified to resell, reclamation and reconditioning typically exceeds the cost of producing a new unit.

Business, page 36

International Marketing, page 46

4.

Please identify the principal countries, other than the United States and Canada, where you sell your products.  Also, identify the locations of your principal distributors.

Response: The Company has revised the Form S-1 to identify the principal countries, other than the United States and Canada, where it sells its products, and to identify the locations of its principal distributors.  Please see the disclosure beginning on page 54 of Amendment No. 2.

Management, page 58

5.

Please clarify the nature of Thomas Hagedorn’s responsibilities during the past five years with the entities you have named.

Response: The Company has revised the Form S-1 to clarify the nature of Thomas Hagedorn’s responsibilities during the past five years with the entities identified in his biographical disclosure.  Please see page 70 of Amendment No. 2.

Financial Statements

Note 2.  Inventories, page F-12

6.

We refer to your response to prior comment 54.  Please tell us why you include replacement parts as current assets since you have indicated that there is minimal movement in this inventory.

Response:  In response to the Staff’s comment, the Company advises the Staff that it carries less than $15,000 of gross replacement parts within inventory, against which the Company provides an allowance for obsolete inventory.  Replacement parts may be on hand for more than one year, however the value is insignificant.

***

The undersigned acknowledges on behalf of the Company, having been authorized by the Company to do so, that:

Ÿ

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Ÿ

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Ÿ

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We believe that this response letter, together with Amendment No. 2 filed concurrently herewith, address the comments set forth in your letter.  If we can be of any assistance to the Staff in explaining these responses or the changes in the Amendment No. 2, please let us know.  After you have had an opportunity to review the above responses to your comments and Amendment No. 2, please call me at (612) 492-7252 to discuss any additional questions or comments you might have.  In my absence, feel free to contact Liz Dunshee of our office at (612) 492-7407.

Sincerely,

/s/ Ryan C. Brauer

Ryan C. Brauer

Direct Dial:  612.492.7252

Email:  rbrauer@fredlaw.com

cc (by e-mail):

Robert Hansen, Electromed, Inc.

Terry Belford, Electromed, Inc.

Jim Knudson, McGladrey & Pullen, LLP

Ben Schultes, McGladrey & Pullen, LLP

Jule Hannaford, Kelly, Hannaford & Battles P.A.

W. Morgan Burns, Faegre & Benson LLP

Erik Romslo, Faegre & Benson LLP

Ruairi Regan, SEC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
        June 29, 2010
 Robert D, Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed June 17, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your ame nded registration statement and supplemental response and
have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances
or do not believe the amendment is appropr iate, please tell us why in your response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Use of Proceeds, page 25

1. We note your changes in response to prior comme nt 9.  It remains unclear what changes in
your business plan would trigger a modification in  the use of proceeds.  Provide a specific
discussion of all contingencies that would trig ger a change in your use of proceeds.  Also
address the alternatives to su ch use as required by Instructio n 7 of Item 504 of Regulation
S-K.
Capitalization, page 26
2. We refer to your response to prior comment 11.   However, cash and cash equivalents should not be included in the capitalization information in the table on page 26. Please
revise.

Robert D, Hansen
Electromed, Inc.
June 29, 2010 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 29
3. We refer to your response to prior comment 19.  We see once you have determined that a
customer is no longer receiving third-party reimbursement and has discontinued payments,
you write-off any existing receivable or ceas e recognizing revenue under the installment
method.  Additionally, you indicate that under no condition is product returned to you for a
price reduction.
• Please tell us if your sales arrangements could result in individual sales with
significantly varying margins. We note your consistent gross margin of 73% to 75%
for the periods presented in your financial statements.
• Provide us the amount of selling price adjustments you accrued for each of the periods presented in your financial statements.
• Please tell us whether you receive product returns for reasons other than a price
reduction.  If you do receive product returns, also indicate if you resell returned
products or utilize the equipment for ot her purposes, such as demonstration.
• Please tell us whether the product has any significant value at the time you write-off
the receivable. If there is any significant value tell us why the product would not be
returned.
Business, page 36

International Marketing, page 46
4. Please identify the principal countries, other than the United States and Canada, where you
sell your products.  Also, identify the locations of your principal distributors.
Management, page 58
5. Please clarify the nature of Thomas Hagedorn’s responsibilitie s during the past five years
with the entities you have named.
Financial Statements
Note 2. Inventories, page F-12
6. We refer to your response to prior comment 54. Please tell us why you include replacement
parts as current assets since you have indicate d that there is minimal movement in this
inventory.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes th e information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since th e company and its management are in possession of

Robert D, Hansen
Electromed, Inc. June 29, 2010 Page 3  all facts relating to a co mpany’s disclosure, they are responsible  for the accuracy and adequacy of
the disclosures they have made.
   Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the Company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of the effective date of the registra tion statement as confirmation of
the fact that those requesting acceleration are awar e of their respective responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Leigh Ann Schultz at (202) 551-3628 or me at (202) 551-3676 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Ruairi Regan at (202) 551-3269 or Tim Buchmiller, senior attorn ey, at (202) 551-3635 with any
other questions.

     S i n c e r e l y ,          B r i a n  C a s c i o
Accounting Branch Chief
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshee, Esq.

CORRESP
1
filename1.htm

June 16, 2010

VIA EDGAR AND FEDEX

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Tim Buchmiller and Ruairi Regan

 Re:

 Electromed, Inc.

 Registration Statement on Form S-1

 Filed May 3, 2010

 File No. 333-166470

Dear Mr.
Buchmiller:

On behalf of
Electromed, Inc. (the “Company”), we are responding to your comment letter,
dated May 28, 2010, to Mr. Robert Hansen, Chairman and Chief Executive Officer
of the Company, regarding the Company’s registration statement on Form S-1
filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010
(the “Form S-1”). A responsive Pre-Effective Amendment No. 1 to the Form S-1
(“Amendment No. 1”) has been filed concurrently herewith via EDGAR. We have
also provided you and the other SEC Staff members listed at the end of this
response letter with courtesy marked copies of Amendment No. 1 showing changes
to the Form S-1 to assist in your review. For your convenience, we have
repeated and numbered the comments from your letter in boldface print. The
Company’s responses are provided below each comment.

Prospectus Cover Page

 1.

 Please confirm that any preliminary
 prospectus you circulate will include all non-Rule 430A information. This
 includes the price range and related information based on a bona fide
 estimate of the public offering price within that range, and other
 information that was left blank throughout the document.

 Response: The Company confirms that the
 preliminary prospectus that will be circulated will include all non-Rule 430A
 information, including the price range and related information based on a
 bona fide estimate of the public offering price within that range.

 2.

 Please highlight the reference to the risk
 factors section. Refer to Item 501(b)(5) of Regulation S-K.

1

 Response: The
 Company has cross-referenced the risk factors section in a more prominent
 manner in Amendment No. 1 by unitalicizing the font and by moving the
 cross-reference to precede the description of the offering price of the securities.

 Table of Contents

 3.

 We note the first sentence in the paragraph
 that follows your table of contents cautioning investors that they “should
 rely only on the information contained in this prospectus.” Please consider
 whether this statement, in its current form, is consistent with your ability
 to use free writing prospectuses.

 Response: The
 Company has revised the identified language on the table of contents page of Amendment No. 1 to
 reflect that investors may rely on information in free writing prospectuses
 prepared by or on behalf of the Company.

 Summary

 Our Business Strengths, page 2

 4.

 We note that this section provides a broad
 overview of the strengths of your business. Please balance your disclosure by
 providing an equally prominent overview of the material risks to and
 weaknesses in your business.

 Response: The
 Company has revised the Risk Factors section of the Summary on pages 3 and 4 of Amendment No. 1 to provide a
 more prominent overview of the material risks to and weaknesses in the
 Company’s business, which are described in more detail in the Risk Factors
 section.

 Risk Factors

 Our business financial condition and
 results of operations, page 10

 5.

 With a view to disclosure, please:

 •

 tell us the location and identity of your
 principal distributors; and

 •

 tell us whether you have any agreements
 with these distributors and the nature of such agreements if any.

 Response: The
 Company advises the Staff that it has made sales in more than ten countries.
 Its principal international distributors are Compania Europea de Productos
 Medicos, S.L. (Spain), Linde Medicale, S.r.l. (Italy), and TKB International,
 Inc. (Japan). TKB International, Inc. serves as the Company’s exclusive distributor in Japan
 pursuant to a Distributorship Agreement entered into on December 1, 2007. The
 agreement has a three-year term and will automatically extend for an
 additional two-year term unless cancelled by either party with six months’
 notice. Compania Europea de Productos Medicos, S.L. (“Medipro”)

2

 serves as the Company’s
 exclusive distributor in Spain pursuant to an agreement dated March 18, 2008. The
 agreement had an initial two-year term and was automatically renewed for an
 additional two-year term as a result of Medipro meeting minimum sales
 requirements. The Company entered into a letter agreement with
 Linde Medicale, S.r.l. on January 30, 2009, pursuant to which it serves as the Company’s exclusive distributor in Italy. Although the agreement expired on
 June 30, 2009, the Company and the distributor have continued to operate
 under the terms of the agreement. The Company has not disclosed this information
 in the Form S-1 because it does not believe that the identity of its
 distributors or the terms of its distributor agreements would be material to
 investors.

 If our patents, page 19

 6.

 We note that you pursue a policy of
 obtaining patents in key foreign countries. To the extent you do not seek
 patent protection in all countries in which you market your products, please
 disclose the material risks to your business of such a policy.

 Response: In
 response to the Staff’s comment, the Company has revised the risk factor
 entitled “If our patents and other intellectual property rights do not
 adequately protect our products, we may lose market share to our competitors
 and be unable to operate our business profitably.” Please see page 18 of
 Amendment No. 1.

 Future sales of our common stock, page 21

 7.

 Please address the warrants being issued to
 the underwriters as compensation for this offering in this risk factor.

 Response: The
 Company has revised the Form S-1 in response to the Staff’s comment. Please
 see page 20 of Amendment No. 1.

 Use of Proceeds, page 27

 8.

 Please disclose the principal reasons for
 the offering.

 Response: The
 principal reasons for the offering are to provide Company shareholders
 liquidity in the public equity market and to raise cash to support the
 Company’s growth plan. The Company has revised the Use of Proceeds disclosure
 on page 25 of Amendment No. 1 to reflect the foregoing.

 9.

 We note your disclosure in the fourth
 paragraph that you reserve the right to modify the use of proceeds for other
 purposes. You may reserve the right to change the allocation of proceeds
 provided you disclose the specific contingencies that would give rise to a
 change. See Instruction 7 to Item 504 of Regulation S-K. Please revise.

 Response: The
 Company has revised the Use of Proceeds disclosure on page 25 of
 Amendment No. 1 and the risk factor entitled “We have broad discretion in the
 use of the

3

 proceeds of
 this offering and may apply the proceeds in ways with which you do not
 agree,” which begins on page 20 of Amendment No. 1, to indicate
 that the Company may modify its anticipated use of proceeds for contingencies
 such as the progress of its research and development activities, regulatory or
 competitive developments, and strategic opportunities.

 10.

 Please reconcile your disclosure in this
 section with the disclosure in the fourth paragraph on page 36 that you
 expect to finance equipment purchases with proceeds of the offering. Also,
 revise the related risk factor on page 22, as applicable.

 Response: The
 Company has revised the Use of Proceeds disclosure on page 25 of
 Amendment No. 1 to state that it may use a portion of the proceeds from the
 offering to finance equipment purchases and other capital expenditures in the
 ordinary course of business. The Company has added similar language to the
 description of the offering on page 5 of Amendment No. 1 and the
 risk factor on page 20 of Amendment No. 1.

 Capitalization, page 28

 11.

 Please revise to remove “cash and cash
 equivalents” from the table on page 28 since this is not part of your
 capitalization.

 Response: The
 Company has retained the “cash and cash equivalents” row in the
 capitalization table on page 26 of Amendment No. 1 for future
 pro forma disclosure of the proceeds from the offering. The Company has deleted the “Total capitalization”
line item to avoid confusion on the part of the reader as to whether “cash and cash equivalents” are included in such amount.

 Dilution, page 29

 12.

 Please revise your dilution disclosure to
 show dilution assuming exercise of the warrants being issued to the
 underwriters.

 Response: In
 response to the Staff’s comment, the Company has added disclosure in the
 Dilution section on page 27 of Amendment No. 1 to indicate that
 the dilution information excludes the impact of the exercise of the warrants
 to be issued to the underwriter in connection with this offering that will
 remain outstanding after this offering at an exercise price equal
 to 120% of the initial public offering price. Because the exercise price
 for such warrants will be greater than the initial public offering price, the
 exercise of such warrants would not result in any additional dilution to new
 investors in this offering.

 Management’s Discussion and Analysis, page
 30

 13.

 Refer to the last sentence of the last
 paragraph on page 30:

4

 •

 Please disclose why Medicare reimbursement
 was temporarily suspended, include any appropriate risk factors disclosure if
 this could occur again; and

 •

 It appears from your disclosure on page 36
 that the trademark lawsuit is expected to continue. To the extent that you
 reasonably expect that the continued litigation will have a material impact
 on income from continuing operations, by diverting the operational focus of
 management or otherwise, please provide the disclosure required by Item
 303(a)(3)(ii) of Regulation S-K. Please also clarify why management’s
 attention to the trademark lawsuit significantly affected your sales given
 that you have a sales force and other distributors.

 Response: The temporary
 Medicare suspension was the result of unintentional noncompliance with state
 licensure requirements in two states in 2009. Consequently, between October
 4, 2009 and December 4, 2009, all of the Company’s Medicare reimbursement payments
 were suspended. Although the temporary suspension delayed cash collections
 during the first six months of fiscal 2010, all Medicare claims have since
 been recovered following reinstatement on December 4, 2009. The risk factor
 on page 13 of Amendment No. 1, entitled “Our products could be subject to
 exclusion from Medicare, Medicaid and other government programs if we do not
 comply with all applicable standards for reimbursement,” discloses these
 facts and indicates that the Company’s business and results of operations could
 suffer if it is unable to maintain adequate compliance procedures that
 facilitate continuous eligibility for reimbursement. Please also see page 28
 of Amendment No. 1.

 In response
 to the Staff’s comment, the Company advises the Staff that management does not expect the trademark litigation to
 have a material impact on income from continuing operations. In addition, the Company has added disclosure on page 28 of Amendment No. 1 to clarify why it
believes the litigation affected its sales growth trend.

 14.

 We note that your revenues increased
 significantly in each period presented as compared to the previous year and
 that the increase was primarily due to increases in sales of SmartVest
 Systems. In light of the material increases in revenues, your MD&A disclosure
 does not provide a thorough analysis that provides readers a view of the
 company through the eyes of management. When individual line items disclosed
 in your statements of operations significantly fluctuate in comparison to the
 comparable prior period, please quantify, and disclose the nature of each
 item that caused the significant change. For example, please quantify each
 material factor (i.e. such as volume changes by type of
 product, number of SmartVest Systems sold for neuro-muscular diseases, etc.),
 disclose separately the effect on operations attributable to each factor
 causing the aggregate change from year to year and disclose the nature of or
 reason for each factor causing the aggregate change. The analysis should
 reveal underlying material causes of the factors described and any future
 impact on operating results. Please incorporate the above comment to all of
 the disclosures in the analysis of your results of operations in

5

 MD&A and revise as necessary. See Item
 303 of Regulation S-K and SEC Release No. FR-72 for guidance.

 Response: In
 response to the Staff’s comment, the Company has added disclosure within the
 MD&A on pages 31 and 32 of Amendment No. 1,
 regarding the amounts and reasons behind sales volume changes of its
 SmartVest System for the 2008 and 2009 fiscal years. The Company has further
 disclosed that changes in sales prices for the SmartVest System have had a nominal impact on revenue in the
 comparable periods, which it believes provides a reader with adequate
 information to assess the Company’s sales trends. The Company has also
 considered the Staff’s comments in preparing the MD&A for the nine months
 ended March 31, 2010 and 2009.

 Critical Accounting Policies and Estimates,
 page 31

 General

 15.

 The following comments on critical accounting
 policies and estimates contained in Management’s Discussion and Analysis
 should also be considered, if applicable, in the notes to your financial
 statements.

 Response: The
 Company acknowledges the Staff’s comment and has indicated any changes made
 to the financial statement notes in connection with its responses to comment
 nos. 16 –24 below.

 Revenue Recognition and Allowance for
 Doubtful Accounts, page 31

 16.

 We see that you provide medical devices and
 services directly to patients and the majority of your transactions are with
 third-party payers. Please tell us how you considered the guidance in FASB
 ASC Topic 954 — Health Care Entities in determining your accounting for
 revenue and receivables. In addition, tell us how you considered whether you
 should report revenue and receivables net rather than gross, less a provision
 for discounts.

 Response: The Company is a medical device manufacturer whose revenues are
 entirely from product sales and contain no service revenues. The Company’s sales are made
directly to the end users of its products and the Company does not enter into any direct contractual
relations with third-party payers. The Company has
 reviewed the scope of ASC Topic 954, which applies to either of the following
 health care entities: (1) those whose principal operations consist of
 providing health care services and that derive all or almost all of their
 revenues from the sale of goods or services; or (2) those whose principal
 operations consist of the planning, organization, and oversight of the
 foregoing entities. ASC 954-10-15-1B describes the applicability of this
 topic to health care entities and does not include medical device companies.
 As such, the Company does not believe that ASC Topic 954 applies. Because the
 Company does not fall under ASC 954, it is unaware of any requirements to
 separately disclose discounts off its gross selling price.

6

 17.

 We refer to your disclosure that revenues
 are recorded at amounts estimated to be received. Please revise to clarify how
 you estimate amounts to be received under reimbursement arrangements with
 third-party payers. In addition, disclose whether your adjustments to amounts
 previously billed have been material. Please disclose the “many
 contingencies” in the reimbursement process discussed on page 30 and indicate
 how these impact your revenue recognition. The amount of contractual
 allowances with third party payers should also be disclosed for each period.

 Response: In
 response to the Staff’s comment, the Company has modified

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
       Mail Stop 3030

        May 28, 2010
 Robert D, Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Filed May 3, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.
Prospectus Cover Page

1. Please confirm that any preliminary prospectus  you circulate will include all non-Rule 430A
information.  This includes the price range and related informati on based on a bona fide
estimate of the public offering price within that  range, and other information that was left
blank throughout the document.
2. Please highlight the reference to  the risk factors section.  Refer to Item 501(b)(5) of
Regulation S-K.

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 2
 Table of Contents

3. We note the first sentence in the paragraph that follows your table of contents cautioning
investors that they “should rely only on the information contained in this prospectus.”
Please consider whether this statement, in its cu rrent form, is consistent with your ability to
use free writing prospectuses.
Summary

Our Business Strengths, page 2
4. We note that this section provides a broad ove rview of the strengths  of your business.
Please balance your disclosure by providing an equally prominent overv iew of the material
risks to and weaknesses in your business.
Risk Factors
Our business, financial condition and results of operations…, page 10
5. With a view to disclosure, please:
• tell us the location and identity of  your principal di stributors; and
• tell us whether you have any agreements with these distributors and the nature of such
agreements if any.
If our patents…, page 19
6. We note that you pursue a policy of obtaining pa tents in key foreign countries.  To the
extent you do not seek patent protection in all countries in which you market your products,
please disclose the material risks to your business of such a policy.
Future sales of our common stock…, page 21
7. Please address the warrants being issued to the underwriters as compensation for this
offering in this risk factor.
Use of Proceeds, page 27
8. Please disclose the principa l reasons for the offering.
9. We note your disclosure in the f ourth paragraph that your reserv e the right to modify the use
of proceeds for other purposes.  You may rese rve the right to change the allocation of
proceeds provided you disclose the specific continge ncies that would give rise to a change.
See Instruction 7 to Item 504 of Regulation S-K.  Please revise.

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 3
 10. Please reconcile your disclosure in this section with the disclosure in the fourth paragraph
on page 36 that you expect to finance equipment purchases with proceeds of the offering.  Also, revise the related risk f actor on page 22, as applicable.
Capitalization, page 28

11. Please revise to remove “cash and cash equivalents” from the table on page 28 since this is not part of your capitalization.
Dilution, page 29

12. Please revise your dilution disclosure to show  dilution assuming exer cise of the warrants
being issued to the underwriters.
Management’s Discussion and Analysis…, page 30
13. Refer to the last sentence of the last paragraph on page 30:
• Please disclose why Medicare reimbursement was temporarily suspended, include any
appropriate risk factors disclosure  if this could occur again; and
• It appears from your disclosure on page 36 th at the trademark lawsuit is expected to
continue.  To the extent that you reasonabl y expect that the continued litigation will
have a material impact on income from  continuing operations, by diverting the
operational focus of management or otherwise,  please provide the disclosure required by
Item 303(a)(3)(ii) of Regulation S-K.  Pleas e also clarify why management’s attention
to the trademark lawsuit significantly affect ed your sales given that you have a sales
force and other distributors.
14. We note that your revenues increased significan tly in each period presented as compared to
the previous year and that the increase was pr imarily due to increases in sales of SmartVest
Systems.  In light of the material increases  in revenues, your MD&A  disclosure does not
provide a thorough analysis that provides reader s a view of the compa ny through the eyes of
management.  When individual line items, di sclosed in your statements of operations,
significantly fluctuate in comparison to the comparable prior period, please quantify, and
disclose the nature of each item that cause d the significant change.  For example, please
quantify each material factor (i.e. such as volume changes by type of product, number of
SmartVest Systems sold for neuro-muscular diseas es, etc.), disclose separately the effect on
operations attributable to each factor causing th e aggregate change from year to year and
disclose the nature of or reason for each fact or causing the aggregate change.  The analysis
should reveal underlying material causes of the factors described and any future impact on
operating results.  Please incorporate the above comment to all of the disclosures in the
analysis of your results of operations in MD&A  and revise as necessa ry.  See Item 303 of
Regulation S-K and SEC Rel ease No. FR-72 for guidance .

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 4
 Critical Accounting Policies and Estimates, page 31

General
15. The following comments on critical accounti ng policies and estimates contained in
Management’s Discussion and Analysis should al so be considered, if  applicable, in the
notes to your financial statements.
Revenue Recognition and Allowance for Doubtful Accounts, page 31
16. We see that you provide medical devices and services directly to patients and the majority
of your transactions are with third-party payers.  Please tell us how you considered the
guidance in FASB ASC Topic 954 – Health Ca re Entities in determining your accounting
for revenue and receivables.  In addition, tell us how you considered whether you should
report revenue and receivables net rather than  gross, less a provision for discounts.

17. We refer to your disclosure that  revenues are recorded at amount s estimated to be received.
Please revise to clarify how you estimate am ounts to be received under reimbursement
arrangements with third-party payers.  In a ddition, disclose whether your adjustments to
amounts previously billed have been material.  Please disclose the “many contingencies” in
the reimbursement process discussed on pa ge 30 and indicate how these impact your
revenue recognition.  The amount of contractual allowances with third party payers should
also be disclosed for each period.
18. We note the discussion on page  F-8 that other than installment sales you receive payment
for the vast majority of accounts receivable w ithin one year.  Please revise to clarify the
payment terms for your receivable s and disclose your policy for receivables not paid in one
year.
19. We note the discussion on page 54 that the majo rity of patients are able to obtain monthly
payments from Medicare, Medicaid, private insurance or a combination of the foregoing.
Please disclose the period over which these m onthly payments are made, any conditions that
must be met for the payments to continue a nd your accounting treatmen t if the payments are
no longer made.  Please tell us whether any of  these arrangements are considered a lease
rather than a sale.

20. We note your discussion that certain third-party reimbursement agencies pay you on a
monthly installment basis, the payments can span over several years and that you recognize
these sales using the installment method and reco rd revenue as each installment is received.
Please disclose the specific transactions a nd third-party reimbursement agencies that you
are accounting for under the installment method.  In addition, disclose the specific terms
and nature of these transactio ns and clarify why the installment method is appropriate. Tell
us why your accounting for these arrangements woul d not be considered the cash basis.  We
also note in your disclosure that deferred cost s are amortized to cost of revenue over the
estimated period collections are scheduled to occur.  Please tell us your basis for this

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 5

accounting treatment.  In your res ponse, please also refe r to the table in Note 1 on page F-9,
and tell us why amortized cost of revenues as a percentage of re venue recognized under
installment sales varies from 14% to 24% in the periods presented.

21. Please clarify whether you have any post shipme nt obligations that could impact revenue
recognition.  Clarify you r obligations with re gard to training or providing product updates.
We note the discussion on page 53 under product warranties that if a newer model of your
system has been developed and sold between the time of purchase of the original system
and the need for replacement, you may replace the system with a newer model at your discretion.  Please tell us how this was considered in your revenue recognition or warranty polices.  In addition, disclose if you have provided replacement products in the past.
Valuation of Long-lived and Intangible Assets, page 32

22. We reference your disclosure that patent legal defense costs are capitalized.  Please disclose the accounting for these costs to the extent you are unsuccessful in  your defense efforts.
Allowance for Excess and Slow-moving Inventory, page 32

23. In addition to your allowance for excess and slow-moving inventory, please tell us whether there are any other significant estimates you make in evaluati ng the carrying value of your
inventory.  We reference your disclosure on page F-9 indicat ing you value your inventory at
standard cost.
Warranty Reserve, page 32

24. We refer to your disclosure of product warranti es as a limited warranty.  On page 53, we see
you describe the warranty as a “lifetime” warrant y for sales in the United States and Canada
and a limited warranty for sales outside of the United States and Canada.  Please reconcile
these statements and update your disclosure here  and on page F-53 to include the nature and
term of your product warranties.  In addition, please disclose the average life of your
products.
Results of Operations, page 33
General
25. To the extent that you attribute increases in selling, general and admi nistrative expenses to
increases in labor headcount and incentive plan s, please revise to pr ovide an indication of
the number and nature of labor positions added and impact of incentive plans implemented.

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 6
 Fiscal Year Ended June 30, 2009 Compared  to Fiscal Year Ended June 30, 2008

International Revenue, page 34
26. To the extent that you attribute increases in revenue to adding additional distributors and
increasing your presence in fore ign countries, please revise to  provide an indication of the
number of distributors added and quan tify the increase in foreign countries.
Liquidity and Capital Resources
Cash Flows, page 36
27. We see that your credit facility with U.S. Bank contains certain covena nts.  Please disclose
whether you are in compliance with  the terms of the covenants.
Business
Other Products, page 42
28. Please revise your disclosure to  describe clearly the differe nces between your smart vest
system and the single patient use vest and the smart vest wrap.
 Our Markets, page 46

29. Please reconcile your disclosure that patients are able to obtain third-party reimbursements with your actual billing process describe d on page 53 in which you pursue third-party
reimbursements on behalf of the patient.  Pl ease include in the di sclosure which party
retains the risk if third-party reimbursements are not obtained.
Marketing, Sales and Distribution, page 48

30. With a view to disclosure, please tell us:
• the countries in Europe, Asia and other re gions where you currently sell your products;
• the value of the products sold in each country  in the most recent fiscal year and interim
period;
• whether you have all applicable  regulatory approvals to market and sell your products in
each country; and
• whether you have or have applied for patent  protection in each of those countries.
31. Please disclose the size of your sales force and the geographic coverage of your sales representatives.

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 7
 32. Please describe the material terms of your ag reement dated June 2008 with a consultant to
assist with obtaining contracts with hosp ital buying groups as disc losed in the first
paragraph on page 3.  Provide your legal analysis for not filing th is agreement as an exhibit.
33. Please revise the last two paragraphs of th is section on page 49 to present balanced
disclosure of the disadvantages of the smart vest system in contrast to the advantages
described by you.  Also, if you include disclo sure contrasting your system against chest
physical therapy you should also contrast the smart vest syst em with competing systems
such as the ARI and RespirTech systems disclosed on page 50.
Competition, page 50

34. Please expand your disclosure to address the proportion of the market for treatment of cystic
fibrosis, bronchiectasis and the certain neuro-muscular disorders for which reimbursement is available, held by high frequency chest wa ll oscillation systems relative to the other
treatment options listed on page 50, or tell us  why this information is unavailable.
Research and Development, page 51

35. With a view to disclosure, please tell us what  engineering services are provided by Hansen
Engine Corporation, whether alternative sources  are available for thes e services, the terms
of any extension of the agreement beyond June, 2010 and whether and when the agreement may be terminated by Hansen Engine.
Third-Party Reimbursement, page 53

36. Please disclose what other conditions qualify for reimbursement that you reference in the
last sentence on page 40.
37. Disclose the principal neuro- muscular disorders referenced  in the first paragraph on
page 54.
Employees, page 60
38. Please clarify whether your respiratory therap ists are certified and identify who provides
certification.
Management, page 62
39. Please indicate the amount of  time your CEO devotes to Ha nsen Engine Corporation;
include any appropriate ri sk factor disclosure.
40. Please provide the complete disclosure requ ired by Item 401(e) of Regulation S-K for
Thomas Hagedorn including the name and pr incipal business of each corporation or
organization in which he was empl oyed in the past five years.

Robert D, Hansen
Electromed, Inc.
May 28, 2010 Page 8
 Executive Compensation, page 65

41. We note your disclosure that base compensation is determined using a subjective process.
We also note your disclosure