UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): August 9, 2021
__________________________________________
Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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Utah
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0-12697
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87-0398434
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification Number)
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1200 Trapp Rd, Eagan, Minnesota
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55121
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(Address
of principal executive offices)
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(Zip
Code)
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(801) 568-7000
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(Registrant's telephone number,
including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14(d)-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, no par value
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DYNT
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The
Nasdaq Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
Report includes forward-looking statements.
All statements other than statements of
historical facts contained in this Report,
including statements regarding our future results of
operations and financial position, business strategy and plans, and
our objectives for future operations,
are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "will," "would" and similar expressions that
convey uncertainty of future events or outcomes are intended to
identify forward-looking statements, but the absence of
these words does not mean that a statement is
not forward-looking.
The forward-looking statements contained
in this Report are based on our current expectations and beliefs
concerning future developments and their potential effects on us.
Future developments affecting us may not be those that we have
anticipated.
These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) and
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by
these forward-looking statements. These risks and
uncertainties include, but are not limited to, the uncertainty
regarding the impact or duration of the novel coronavirus COVID-19
("COVID-19") pandemic that is rapidly spreading globally and
adversely affecting communities and businesses, including ours, as
well as those factors described under the heading "Risk Factors" in
our filings with the Securities and Exchange Commission ("SEC"),
including our reports on Forms 10-K, 10-Q, 8-K and other filings
that we make with the SEC from time to time. Should one or more of
these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material
respects from those projected in
these forward-looking statements. We undertake no
obligation to update or revise
any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. These risks and others
described under "Risk Factors" may not be exhaustive.
By
their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity, and developments in
the industry in which we operate may differ materially from those
made in or suggested by
the forward-looking statements contained in this
Report. In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which
we operate are consistent with
the forward-looking statements contained in this
Report, those results or developments may not be indicative of
results or developments in subsequent periods.
Item
2.02
Results of Operations and Financial Condition
Dynatronics
Corporation (“Dynatronics” or “Company”)
hereby furnishes the information set forth in Item 8.01, below, and
in the press release attached hereto as Exhibit 99.1, the
information regarding its preliminary unaudited net sales for the
fourth quarter ended June 30, 2021. Such information is not being
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 and is not to be incorporated by reference
into any filing of the registrant under the Securities Act of 1933,
whether made before or after the date hereof, regardless of any
general incorporation language in any such filing, except as shall
be expressly set forth by specific reference in such a
filing.
On
August 9, 2021, the Company issued a press release announcing its
preliminary unaudited net sales for the fourth quarter ended June
30, 2021, and update on its strategic actions taken to improve the
company's overall financial performance. The full text of the press
release is attached as Exhibit 99.1 and is incorporated herein by
reference. A slide presentation regarding the update on its
strategic actions is furnished herewith as Exhibit 99.2 to this
Report on Form 8-K and is incorporated into this Item 8.01 by
reference.
Business Optimization Update
As
detailed in the press release, the Company has substantially
completed the optimization initiatives announced on April 22,
2021.
Fiscal
Fourth Quarter Net Sales
The
Company announced that it expects fourth fiscal quarter ended June
30, 2021 net sales to be approximately $12.1 million.
The
above estimates have been prepared by and are the responsibility of
the Company's management. The Company has not yet completed its
closing process for the fourth quarter ended June 30, 2021. This
information is preliminary, has not been audited and is subject to
change upon completion of the Company's closing procedures.
Additional information and disclosure would be required for a more
complete understanding of the Company's financial position and
results of operations as of the fiscal quarter and year ended June
30, 2021. Moreover, even if the Company's actual results are
consistent with these preliminary estimates, this information may
not be indicative of results or developments that may be expected
in subsequent periods.
Item
9.01
Financial
Statements and Exhibits
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Exhibit
Number
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Description
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Press Release dated
August 9, 2021
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Slide
Presentation on Business Optimization Plan Results dated August 9,
2021
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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DYNATRONICS
CORPORATION
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Date: August 9,
2021
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By:
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/s/ John Krier
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Name: John Krier
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Title:
Chief
Executive Officer
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