Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


This STOCK PURCHASE AGREEMENT
(this "Agreement") is made and entered into as of October 25, 2016, by and between MISONIX, INC., a New York corporation
with its principal offices at 1938 New Highway, Farmingdale, New York 11735 (the "Company"), and Stavros G. Vizirgianakis
with an address at No. 16, Idle Wild, 33 Outspan Road, Riverclub, Gauteng 2191 South Africa (the "Investor").     


 


WHEREAS, the Investor, as a director,
officer and shareholder of the Company, has a substantive, pre-existing relationship with the Company; and


 


WHEREAS, the Company now desires
to issue and sell to the Investor, and the Investor now desires to purchase from the Company in a private placement, upon the terms
and conditions set forth in this Agreement, such number of shares of the Company's unregistered Common Stock, par value $0.01 per
share (the “Common Stock”) as provided in this Agreement (the "Shares").


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants, agreements and warranties herein contained, the parties hereby agree as follows:


 


	1.	PURCHASE OF SHARES



 


Subject to the terms and conditions
of this Agreement, the Company agrees to issue and sell to the Investor at the Closing, and the Investor agrees to purchase at
the Closing, 761,469 newly issued Shares at a price per share of $5.253 (the "Purchase Price"), which represents
102% of the consolidated closing bid price of the Common Stock as reported by the Nasdaq Global Market (the “Closing Bid
Price”) for the last completed trading day immediately preceding the execution of this Agreement.


 


	2.	CLOSING





 


2.1. Closing


 


Upon the terms and subject to
the satisfaction or waiver of all of the conditions to closing set forth in this Agreement, the closing (the "Closing")
of the purchase and sale of the Shares shall take place at the offices of Wiggin and Dana LLP, Two Stamford Plaza, 281 Tresser
Boulevard, Stamford, Connecticut 06901, or at such other location as the Company and the Investor may mutually agree upon.


 


2.2. Closing Deliveries


 


(a) Deliveries by the Investor.
At the Closing, the Investor shall deliver to the Company the following:


 


(i) the aggregate Purchase Price
for the Shares, by wire transfer of immediately available funds to the account designated in writing to the Investor by the Company
for such purpose.


 


(b) Deliveries by the Company.
At the Closing, the Company shall deliver to the Investor the following: 


 






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(i)Evidence of instruction
to the Company’s transfer agent to issue a stock certificate evidencing the Shares (the "Share Certificate")
registered in the name of the Investor (which certificate shall be delivered to the Investor as promptly as practicable following
Closing).


 


		3.	COMPANY REPRESENTATIONS AND WARRANTIES



 


The Company hereby represents
and warrants to the Investor that:


 


3.1. Organization and Standing


 


The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power
and authority to own, lease and operate its assets and properties, to carry on its business as presently conducted, to execute
and deliver this Agreement and to carry out the transactions contemplated hereby.


 


3.2. Authorization


 


The execution, delivery and performance
of this Agreement by the Company, the fulfillment of and compliance with the respective terms and provisions hereof, and the consummation
of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of
the Company (none of which actions have been modified or rescinded, and all of which actions are in full force and effect). When
executed by the Company, this Agreement will constitute a valid and legally binding obligation of the Company, enforceable in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable principles.


 


3.3. Title to Shares


 


The Shares have been duly authorized
and, upon payment by the Investor of the aggregate Purchase Price and delivery by the Company to the Investor of the Share Certificate
pursuant to the terms hereof, the Shares will be validly issued and fully paid and nonassessable, and the Investor will acquire
good and marketable title thereto, free and clear of all mortgages, liens, pledges, charges, claims, security interests and other
encumbrances (other than any restrictions created by the Investor or any restrictions created by federal or state securities laws).


 


3.4. Non-Contravention


 


The issuance and sale by the Company
of the Shares does not conflict with the certificate of incorporation or bylaws of the Company or any material contract by which
the Company or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States
or state court applicable to the Company or its property. No consent, approval, license, permit, certificate or authorization from
any governmental entity or securities exchange, or registration, declaration or filing with a governmental entity or securities
exchange, is required in connection with the execution and delivery of this Agreement by the Company, the performance by the Company
of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby; other than (a) the notification
to The Nasdaq Stock Market for the listing of the Shares for trading thereon in the time and manner required thereby and (b) such
exemptive filings as have already been obtained, or are required to be made post-Closing, under applicable securities laws (including
Form D and applicable post-closing blue sky filings). No consent, approval or authorization of the Company’s stockholders
is required in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its
obligations hereunder and the consummation by the Company of the transactions contemplated hereby.


 






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3.5. Non-Solicitation


 


The
Investor, as a director, officer and shareholder of the Company, has a substantive, pre-existing relationship with the Company
and (a) was not contacted by the Company or its representatives for the purpose of investing in any securities of the Company
offered hereby through any advertisement, article, notice or any other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general advertising
and (b) the Shares were not offered or sold to the Investor by any form of general solicitation or general advertising.


 


3.6. Capitalization


 


(a)The
authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock, of which, as of the close of
business on October 24, 2016 (the “Capitalization Date”), there were 7,809,385 shares issued and
outstanding (excluding 138,849 shares of Common Stock held in treasury). All of the outstanding shares of Common Stock have
been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.


 


(b)As of the Capitalization
Date, the Company has no shares of Common Stock reserved for or otherwise subject to issuance, except as described in the Company
SEC Documents (as defined below).


 


3.7. SEC Filings


 


Except as set forth in the Company’s
Form 12b-25 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 14, 2016, since
July 1, 2011, the Company has filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports,
definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the federal securities
laws, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
(such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since
the time of filing, collectively, the “Company SEC Documents”). The Company has made available (by public filing
with or furnishing to the SEC or otherwise) to Investor true and complete copies of all material written correspondence between
the SEC, on the one hand, and the Company, on the other hand, since July 1, 2011. To the knowledge of the Company, none of the
Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment.


 


3.8. Legal Proceedings


 


There is no legal proceeding
(whether at law or in equity) before, or any investigation by, a governmental entity pending or, to the knowledge of the Company,
threatened against or otherwise relating to the Company or its subsidiaries that challenges or seeks to enjoin, alter or materially
delay the transactions contemplated by this Agreement.


 


		4.	INVESTOR REPRESENTATIONS AND WARRANTIES



 


The Investor hereby represents
and warrants to the Company that:


 


4.1. Organization and Standing; Legal Capacity


 


The Investor has the full and
unrestricted legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby.


 






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4.2. Authorization; Binding Obligation


 


When executed by the Investor,
this Agreement will constitute a valid and binding obligation of the Investor, enforceable in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles.


 


4.3. Non-Contravention


 


The purchase by the Investor
of the Shares does not conflict with any laws or regulations or decree, ruling or judgment of any court applicable to the Investor
or the Investor's property.


 


4.4. Purchase Entirely for Own Account


 


The Shares to be received by
the Investor will be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same. The Investor does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares to be
received by the Investor.


 


4.5. Investment Experience and Access to Information


 


(a)The Investor can bear the
economic risk of the investment and has such knowledge and experience in financial or business matters that the Investor is capable
of evaluating the merits and risks of the investment in the Shares.


 


(b)The Investor has been
furnished all information the Investor considers necessary or appropriate for deciding whether to purchase the Shares. The Investor
has had adequate opportunity to ask questions of, and receive answers from, the officers, employees, agents, accountants and representatives
of the Company regarding the business, operations, financial condition, assets and liabilities of the Company and the terms and
conditions of the offering of the Shares.


 


4.6. Restricted Shares


 


The Investor understands and
acknowledges that the Shares being acquired pursuant hereto are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933,
as amended (the "Securities Act"), except in certain limited circumstances. The Investor is familiar with Rule
144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by
the Securities Act.


 


4.7. Legends


 


The Investor understands and
acknowledges that the Shares, and any securities issued in respect of or in exchange for the Shares, may bear one or all of the
following legends (in addition to any other legend which may be required by other arrangements between the parties hereto):


 


(a)"THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAWS, AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF REQUESTED BY
THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT
FROM THE SECURITIES ACT."


 






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(b)Any legend required by
the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended.


 


4.8. Accredited Investor


 


The Investor is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Investor is aware
that the Company is relying upon the representations, warranties and agreements contained in this Agreement for the purpose of
determining whether this transaction meets the requirements of the exemption from the registration requirements of the Securities
Act and any applicable state securities laws.


 


4.9. Non-Solicitation


 


The Investor, as a director,
officer and shareholder of the Company, has a substantive, pre-existing relationship with the Company and (i) was not contacted
by the Company or its representatives for the purpose of investing in any securities of the Company offered hereby through any
advertisement, article, notice or any other communication published in any newspaper, magazine or similar media or broadcast over
television or radio, or any seminar or meeting whose attendees were invited by any general advertising, and (ii) the Shares were
not offered or sold to the Investor by any form of general solicitation or general advertising.


 


		5.	MISCELLANEOUS



 


		5.1.	Notices



 


(a) All notices, demands or requests
provided for or permitted to be given pursuant to this Agreement must be in writing, to the following addresses:


 


If to the Company, to:


MISONIX, INC.


1938 New Highway


Farmingdale, NY 11735


Attention: Interim Chief Financial Officer


Email: jdwyer@misonix.com


 


with a copy (which shall not constitute notice) to:


 


Wiggin and Dana LLP


Two Stamford Plaza


281 Tresser Boulevard


Stamford, CT 06901


Attention: Michael Grundei, Esq.


E-mail: mgrundei@wiggin.com


 






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If to the Investor, to:


 


Stavros G. Vizirgianakis

No. 16, Idle Wild

33 Outspan Road

Riverclub

Gauteng 2191

South Africa

E-mail: svizirgianakis@misonix.com


 


with a copy (which shall not constitute notice) to:


 


King & Spalding LLP


1185 Avenue of the Americas


New York, NY 10036


Attn: Kenneth A. Raskin, Esq.


Email: kraskin@KSLAW.com


 


5.2. Assignment; Successors and Assigns


 


This Agreement and the rights
granted hereunder may not be assigned by any party hereto without the prior written consent of the other party hereto. Any assignment
in violation of this Section 5.2 shall be null and void ab initio. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this
Agreement.


 


5.3. Third Party Beneficiaries


 


Nothing in this Agreement, express
or implied, is intended to confer upon any person, other than the parties hereto or their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by any reason of this Agreement, except as expressly provided in this
Agreement.


 


5.4. Entire Agreement


 


This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the subject matter of this Agreement, and supersedes all
prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement control and supersede any
course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement.


 


5.5. Amendments


 


This Agreement may be amended
or modified only by an agreement in writing signed by both parties hereto.


 


5.6. No Implied Waivers; Remedies


 


No failure or delay on the part
of any party in exercising any right, privilege, power, or remedy under this Agreement, and no course of dealing shall operate
as a waiver of any such right, privilege, power or remedy; nor shall any single or partial exercise of any right, privilege, power
or remedy under this Agreement preclude any other or further exercise of any such right, privilege, power or remedy or the exercise
of any other right, privilege, power or remedy. No waiver shall be asserted against any party unless signed in writing by such
party. The rights, privileges, powers and remedies available to the parties are cumulative and not exclusive of any other rights,
privileges, powers or remedies provided by statute, at law, in equity or otherwise. Except as provided in this Agreement, no notice
to or demand on any party in any case shall entitle such party to any other or further notice or demand in any similar or other
circumstances or constitute a waiver of the right of the party giving such notice or making such demand to take any other or further
action in any circumstances without notice or demand.


 






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5.7. Governing Law


 


THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF.
EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT THE COURTS OF THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION IN CONNECTION
WITH ANY ACTIONS OR PROCEEDINGS ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS
AND SUBMITS TO THE JURISDICTION OF SAID COURTS FOR ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY WAIVES THE DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SAID COURTS.


 


5.8. Waiver of Trial by Jury


 


EACH PARTY HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY,
OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.9. Headings


 


The headings contained in this
Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.


 


5.10. Severability


 


If any provision of the Agreement
shall be held to be invalid, the remainder of the Agreement shall not be affected thereby.


 


5.11. Counterparts


 


This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts
of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Signature pages to this Agreement may be delivered via facsimile or other electronic image transmission and such signature shall
be valid and binding for all purposes.


 




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5.12. Survival of Representations and Warranties


 


The representations and warranties
of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing and shall continue in full force and effect for a period of three (3) years from the Closing.


 


[signature
page follows]


 




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IN WITNES WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	MISONIX, INC.
	 	 	 
	 	By: 	/s/ Joseph Dwyer
	 	Name: Joseph Dwyer
	 	Title: Interim Chief Financial Officer
	 	 
	 	INVESTOR:
	 	 
	 	/s/ Stavros G. Vizirgianakis
	 	Stavros G. Vizirgianakis


 






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