Current Report Filing (8-k)
October 12 2021 - 7:01AM
Edgar (US Regulatory)
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): October 6, 2021
__________________________________________
Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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:
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. ☐
Item 1.02 Termination of a Material Definitive
Agreement.
Effective
October 6, 2021, Dynatronics Corporation (the
“Company”) provided notice of termination for its
Master Service Agreement (“Agreement”) with Millstone
Medical Outsourcing, LLC (“Millstone”) under which
Millstone provided fulfillment and distribution services. The
Company will exit Millstone’s facility by December 31, 2021,
after which, the Agreement will be terminated. The Company agreed
to pay Millstone the contractual monthly fees up through December,
2021.
Management
believes this action is consistent with the Company’s
objective of improving gross margins and profitability following
the completion of previously announced strategic actions to
optimize the business by eliminating approximately 1,600 SKUs of
low-margin, third-party distributed products.
The
foregoing summary of the terms and conditions of the Agreement is
qualified in its entirety by reference to the Agreement, which will
be filed as an exhibit to the Company’s Form 10-Q for the
quarter ended September 30, 2021.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements
within the meaning of the “Safe Harbor” provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are those that describe future outcomes
or expectations that are usually identified by words such as
“will,” “should,” “could,”
“plan,” “intend,” “expect,”
“continue,” “forecast,” “objective,”
“believe,” and “anticipate” and include,
for example, any statement made regarding the Company’s
future results. Actual results may differ materially as a result of
various risks and uncertainties, including circumstances or
developments that may make the Company unable to implement or
realize the anticipated benefits, or that may increase the costs,
of its current business initiatives, including the outsourcing of
manufacturing and assembly functions and any related reduction in
workforce; and those other risks and uncertainties expressed in the
cautionary statements and risk factors in the Company’s
annual report on Form 10-K, quarterly reports on Form 10-Q and
other filings with the Securities and Exchange Commission. The
Company may not be able to predict and may have little or no
control over many factors or events that may influence its future
results and, except as required by law, shall have no obligation to
update any forward-looking statements.
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.
Date:
October 12, 2021
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DYNATRONICS CORPORATION
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By:
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/s/John
Krier
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Name:
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John
Krier
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Title:
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President and Chief
Executive Officer
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