8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): April 2, 2020

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Dynatronics Corporation

(Exact name of registrant as specified in its charter)

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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:

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 COVID-19 virus 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

On April 2, 2020, Dynatronics Corporation ("Dynatronics" or "Company") issued a press release relating to its preliminary unaudited financial results for the fiscal third quarter ended March 31, 2020, the Company's withdrawal of its previously announced sales guidance for 2020 given the everchanging environment, continued uncertainties due to the COVID-19 pandemic and actions taken by the Company to combat COVID-19. The full text of the press release is furnished herewith as Exhibit 99.1.

The information under this Item 2.02 and in Exhibit 99.1 is being furnished and 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 or the Securities Exchange Act of 1934, 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.

Item 8.01  Other Events

Pre-release of Fiscal Third Quarter 2020 Results

On April 2, 2020, the Company announced that it expects unaudited third fiscal quarter ended March 31, 2020 net sales to be in the range of $13.6 million to $13.9 million, a 5% -7% decrease compared to $14.6 million in the third fiscal quarter of 2019. The decrease in net sales is due to an expected decline in sales of physical therapy and rehabilitation products as well as an immediate decline due to stay-at-home policies and restrictions in response to the COVID-19 pandemic.

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 third quarter ended March 31, 2020. 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 and for the three and nine months ended March 31, 2020. Moreover, even if the Company’s actual results are consistent with these preliminary estimates, this information may not be indicative of results or developments in subsequent periods.

COVID-19 Extended Risks and Uncertainties

The Company has implemented guidelines and redundancies to promote employee health and wellness in order to meet its obligations as a manufacturer and infrastructure provider.

Due to the speed with which this situation is developing and the uncertainty regarding its extent or duration, the Company is not able to estimate the impact of COVID-19 on its revenues, results of operations, and liquidity, or on its outlook for the fourth quarter of fiscal year 2020, or the first or second quarters of fiscal year 2021 or beyond, and this impact could be material.

Item 9.01  Financial Statements and Exhibits

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.

dynt_ex991

Exhibit 99.1

Dynatronics Corporation Provides Preliminary Third Quarter 2020 Sales And Withdraws Fiscal Year 2020 Outlook Due To COVID-19 Impact

Eagan, Minnesota (April 2, 2020) – Dynatronics Corporation (NASDAQ:DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced preliminary unaudited net sales for the fiscal third quarter ended March 31, 2020 and is also withdrawing its previously issued financial guidance issued February 11, 2020.  In addition, Dynatronics provided an update on the actions it is taking in response to the COVID-19 pandemic.

Third Quarter 2020 Update

Preliminary unaudited third quarter 2020 net sales are expected to be in the range of $13.6 million to $13.9 million, a 5%-7% decrease compared to $14.6 million in the third quarter of 2019.  The decrease in net sales is due to an expected decline in sales of physical therapy and rehabilitation products as well as an immediate decline caused by the COVID-19 stay-at-home policies and restrictions.

2020 Financial Guidance

Due to the everchanging environment and continued uncertainties resulting from the impact of COVID-19, Dynatronics is withdrawing its previously announced sales guidance for fiscal year 2020, which was issued on February 11, 2020.  Although Dynatronics cannot forecast the breadth or depth of the impact that the COVID-19 virus will have on its operations at this time, the Company believes that as local and state governments continue to place holds on elective procedures, Dynatronics’ sales and gross profits will be negatively impacted in the fourth quarter ending June 30, 2020. Dynatronics has put in place processes and procedures to reduce selling, general and administrative expenses intended to lessen the extent of any losses.

COVID-19 Updates

“During this uncertain and challenging time, we have implemented numerous guidelines and redundancies to promote employee health and wellness in order to meet our obligations as a manufacturer and infrastructure provider,” said Brian Baker, CEO and President of Dynatronics. “As a medical device company that addresses the health and safety of patients, we recognize and appreciate the measures service providers, first responders and healthcare professionals are taking on a daily basis and we thank them for their life-saving actions.”

About Dynatronics Corporation

Dynatronics is a leading medical device company committed to providing high-quality restorative products designed to accelerate achieving optimal health. The Company designs, manufactures, and sells a broad range of products for clinical use in physical therapy, rehabilitation, pain management, and athletic training. Through its distribution channels, Dynatronics markets and sells to orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, hospitals, and consumers. The Company’s products are marketed under a portfolio of high-quality, well-known industry brands including Bird & Cronin®, Solaris™, Hausmann™, Physician’s Choice®, and PROTEAM™, among others. More information is available at www.dynatronics.com.

Safe Harbor Notification

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Those statements include references to the company’s expectations and similar statements. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include our financial guidance, including uncertainties involving the impact of the COVID-19 pandemic on the Company’s results of operations and financial condition, our expected revenues, gross profit, and selling, general, and administrative expenses. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in the company’s most recent filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, which was filed on September 25, 2019. Dynatronics does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.