8-K

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

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Dynatronics Corporation

(Exact name of registrant as specified in its charter)

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Utah	0-12697	87-0398434
(State<br>or other jurisdiction of incorporation)	Commission<br>File Number	(IRS<br>Employer Identification Number)
1200 Trapp Rd, Eagan, Minnesota	55121
---	---
(Address<br>of principal executive offices)	(Zip<br>Code)
(801) 568-7000
(Registrant's telephone number,<br>including area code)

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	Trading Symbol(s)	Name of each exchange on which registered
Common<br>stock, no par value	DYNT	The<br>Nasdaq Capital Market

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.

Item 8.01

Other Events

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

Exhibit<br>Number	Description
99.1	Press Release dated<br>August 9, 2021
99.2	Slide<br>Presentation on Business Optimization Plan Results dated August 9,<br>2021

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.

	DYNATRONICS<br>CORPORATION
Date: August 9,<br>2021	By:	/s/ John Krier
		Name: John Krier
		Title:<br>Chief<br>Executive Officer

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Exhibit 99.1

Dynatronics Corporation Provides Preliminary Fourth Quarter Fiscal Year 2021 Net Sales

EAGAN, MN / ACCESSWIRE / August 9, 2021 / Dynatronics Corporation (NASDAQ:DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced preliminary unaudited net sales for the fourth quarter ended June 30, 2021, and updated its progress on strategic actions taken to improve the company's financial performance, consistent with previously announced plans.

“Customer and dealer reaction to Dynatronics’ optimization has been strong and early results have exceeded our base case expectation,” said John Krier, Chief Executive Officer of Dynatronics. “We are continuing to validate our value proposition to our customers as we set up for a future of sustainable long-term growth and increased shareholder value."

“We have substantially completed the optimization initiatives announced on April 22, 2021, as planned. Continued product net sales outpaced our expectations in the fourth quarter and our bank line was undrawn with a cash position of $6.1 million on June 30, 2021, up 176% from June 30, 2020,” concluded Krier.

Q4 FY ’21 Preliminary Unaudited Results

Preliminary unaudited fourth quarter FY ‘21 total net sales were approximately $12.1 million. Fourth quarter FY ’21 continued product net sales from products Dynatronics will continue to offer to customers were approximately $9.7 million (a non-GAAP financial measure).

Dynatronics defines continued product net sales as sales in the period on products that the company plans to continue offering to dealer customers in FY’ 22.

The company and its customers expect to experience continued challenges due to COVID-19, including higher delivery and shipment costs, supply chain disruptions, and extended handling times. Dynatronics also expects some continued volatility from the company’s business optimization.

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.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 the company’s statements regarding expected improvement in overall performance, anticipated revenue growth, and uncertainties involving the impact of the COVID-19 pandemic on the company’s results of operations and financial condition.

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 annual, quarterly and other reports filed with the Securities and Exchange Commission. Dynatronics does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.

About Non-GAAP Financial Measures

Continued product net sales as used in this press release is a non-GAAP measure as defined under the rules of the Securities and Exchange Commission. The company defines continued product net sales as sales excluding discontinued products and sales of physical therapy and rehabilitation products through our direct sales channel. Management uses this non-GAAP measure to evaluate our operating performance and forecasting future periods. Management believes this non-GAAP measure provides investors additional information about the company’s ongoing operating performance and is not intended as a substitute for, or superior to, the financial measure prepared in accordance with GAAP. Investors are cautioned against placing undue reliance on this non-GAAP measure.

Contact:

Dynatronics Corporation

Investor Relations

Skyler Black

(801) 676-7201

ir@dynatronics.com

Darrow Associates

Peter Seltzberg, Managing Director

(516) 419-9915

pseltzberg@darrowir.com

For additional information, please visit: www.dynatronics.com

Connect with Dynatronics on LinkedIn

SOURCE: Dynatronics Corporation

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