10-K/A - DYNTQ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2021.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________.

Commission file number 0-12697

Dynatronics Corporation

(Exact name of registrant as specified in its charter)

Utah	87-0398434
(State<br>or other jurisdiction of incorporation or<br>organization)	(I.R.S.<br>Employer Identification No.)

1200 Trapp Road, Eagan, Minnesota 55121

(Address of principal executive offices, Zip Code)

(801) 568-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common<br>Stock, no par value per share	DYNT	The<br>NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br>accelerated filer ☐	Accelerated<br>filer ☐
Non-accelerated<br>filer ☐ (Do not check if a smaller<br>reporting company)	Smaller<br>reporting company ☑
	Emerging<br>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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the common stock of the registrant held by non-affiliates computed by reference to the price at which the common stock was last sold on December 31, 2020 (the last day of the registrant’s most recently completed second fiscal quarter), was approximately $9.5 million.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of September 20, 2021, there were 17,574,296 shares of the issuer’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on November 18, 2021 are incorporated by reference into Part III.

AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2021

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on September 23, 2021 is to furnish Exhibits 101 to the Form 10-K.

No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, as amended.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

PART IV

(b) Exhibit Listing.

An index of exhibits incorporated by reference or filed with this Annual Report on Form 10-K is provided below.

Exhibit Number	Description of Exhibit	Filing<br>Reference
31.1	Certification<br>under Rule 13a-14(a)/15d-14(a) of principal executive<br>officer	Filed<br>herewith
---	---	---
31.2	Certification<br>under Rule 13a-14(a)/15d-14(a) of principal financial officer	Filed<br>herewith
32.1	Certification<br>under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.<br>Section 1350) of principal executive officer	Filed<br>herewith
32.2	Certification<br>under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.<br>Section 1350) of principal financial officer	Filed<br>herewith
101.INS**	XBRL<br>Instance Document	Filed<br>herewith
101.SCH**	XBRL<br>Taxonomy Extension Schema Document	Filed<br>herewith.
101.CAL**	XBRL<br>Taxonomy Extension Calculation Linkbase Document	Filed<br>herewith
101.LAB**	XBRL<br>Taxonomy Extension Definition Linkbase Document	Filed<br>herewith
101.PRE**	XBRL<br>Taxonomy Extension Label Linkbase Document	Filed<br>herewith
101.DEF**	XBRL<br>Taxonomy Extension Definition Linkbase Document	Filed<br>herewith

Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DYNATRONICS<br>CORPORATION
Date:<br>September 23, 2021	By:	/s/ <br>John A. Krier
		John A.<br>Krier
		President<br>and Chief Executive Officer<br><br><br>(Principal<br>Executive Officer)
		/s/<br>Norman Roegner III
		Norman<br>Roegner III
		Chief<br>Financial Officer<br><br><br>(Principal<br>Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:<br>September 23, 2021	By:	/s/ <br>John A. Krier
		John A.<br>Krier
		President<br>and Chief Executive Officer<br><br><br>(Principal<br>Executive Officer)
		/s/<br>Norman Roegner III
		Norman<br>Roegner III
		Chief<br>Financial Officer<br><br><br>(Principal<br>Financial Officer)
		/s/<br>Skyler N. Black
		Skyler<br>N. Black
		Corporate<br>Controller<br><br><br>(Principal<br>Accounting Officer)
		/s/ <br>Erin S. Enright
		Erin S.<br>Enright
		Director,<br>Chairman
		/s/ <br>Brian D. Baker
		Brian<br>D. Baker
		Director
		/s/<br>David B. Holtz
		David<br>B. Holtz
		Director
		/s/<br>Scott A. Klosterman
		Scott<br>A. Klosterman
		Director
		/s/<br>Brian M. Larkin
		Brian<br>M. Larkin
		Director
		/s/ R.<br>Scott Ward, Ph.D.
		R.<br>Scott Ward, Ph.D.
		Director

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John A. Krier, certify that:

1.	I have reviewed this Amended Annual<br>Report on Form 10-K/A of Dynatronics<br>Corporation;
2.	Based on my knowledge, this report<br>does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in<br>light of the circumstances under which such statements were made,<br>not misleading with respect to the period covered by this<br>report;
3.	Based on my knowledge, the<br>financial statements, and other financial information included in<br>this report, fairly present in all material respects the financial<br>condition, results of operations and cash flows of the registrant<br>as of, and for, the periods presented in this<br>report;
4.	The registrant's other certifying<br>officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act<br>Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and<br>15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures<br>to be designed under our supervision, to ensure that material<br>information relating to the registrant, including its consolidated<br>subsidiaries, is made known to us by others within those entities,<br>particularly during the period in which this report is being<br>prepared;
	(b)	Designed such internal control over<br>financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide<br>reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting<br>principles;
	(c)	Evaluated the effectiveness of the<br>registrant's disclosure controls and procedures and presented in<br>this report our conclusions about the effectiveness of the<br>disclosure controls and procedures, as of the end of the period<br>covered by this report based on such evaluation;<br>and
	(d)	Disclosed in this report any change<br>in the registrant's internal control over financial reporting that<br>occurred during the registrant's most recent fiscal quarter that<br>has materially affected, or is reasonably likely to materially<br>affect, the registrant's internal control over financial<br>reporting.
5.	The registrant's other certifying<br>officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant's<br>auditors and the audit committee of the registrant's board of<br>directors (or persons performing the equivalent<br>functions):
	(a)	All significant deficiencies and<br>material weaknesses in the design or operation of internal control<br>over financial reporting which are reasonably likely to adversely<br>affect the registrant's ability to record, process, summarize and<br>report financial information; and
	(b)	Any fraud, whether or not material,<br>that involves management or other employees who have a significant<br>role in the registrant's internal control over financial<br>reporting.
Date:<br>September 23, 2021	By:	/s/ John A.<br>Krier
---	---	---
		John A. Krier
		President and Chief Executive<br>Officer
		(Principal Executive<br>Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Norman Roegner III, certify that:

1.	I have reviewed this Amended Annual<br>Report on Form 10-K/A of Dynatronics<br>Corporation;
2.	Based on my knowledge, this report<br>does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in<br>light of the circumstances under which such statements were made,<br>not misleading with respect to the period covered by this<br>report;
3.	Based on my knowledge, the<br>financial statements, and other financial information included in<br>this report, fairly present in all material respects the financial<br>condition, results of operations and cash flows of the registrant<br>as of, and for, the periods presented in this<br>report;
4.	The registrant's other certifying<br>officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act<br>Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and<br>15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures<br>to be designed under our supervision, to ensure that material<br>information relating to the registrant, including its consolidated<br>subsidiaries, is made known to us by others within those entities,<br>particularly during the period in which this report is being<br>prepared;
	(b)	Designed such internal control over<br>financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide<br>reasonable assurance regarding the reliability of financial<br>reporting and the preparation of financial statements for external<br>purposes in accordance with generally accepted accounting<br>principles;
	(c)	Evaluated the effectiveness of the<br>registrant's disclosure controls and procedures and presented in<br>this report our conclusions about the effectiveness of the<br>disclosure controls and procedures, as of the end of the period<br>covered by this report based on such evaluation;<br>and
	(d)	Disclosed in this report any change<br>in the registrant's internal control over financial reporting that<br>occurred during the registrant's most recent fiscal quarter that<br>has materially affected, or is reasonably likely to materially<br>affect, the registrant's internal control over financial<br>reporting.
5.	The registrant's other certifying<br>officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant's<br>auditors and the audit committee of the registrant's board of<br>directors (or persons performing the equivalent<br>functions):
	(a)	All significant deficiencies and<br>material weaknesses in the design or operation of internal control<br>over financial reporting which are reasonably likely to adversely<br>affect the registrant's ability to record, process, summarize and<br>report financial information; and
	(b)	Any fraud, whether or not material,<br>that involves management or other employees who have a significant<br>role in the registrant's internal control over financial<br>reporting.
Date:<br>September 23, 2021	By:	/s/ Norman Roegner<br>III
---	---	---
		Norman Roegner<br>III
		Chief Financial<br>Officer
		(Principal Financial<br>Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, John A. Krier, the Chief Executive Officer hereby certify, that, to my knowledge:

(1) The Amended Annual Report on Form 10-K/A for the period ended June 30, 2021 (the "Report") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br>September 23, 2021	By:	/s/ John A. Krier
		John A.<br>Krier
		President and Chief Executive<br>Officer<br><br><br>(Principal Executive<br>Officer)

[A signed original of this written statement required by Section 906 has been provided to Dynatronics Corporation and will be retained by Dynatronics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.]

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Norman Roegner III, the Chief Financial Officer hereby certify, that, to my knowledge:

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 23,<br>2021	By:	/s/ Norman Roegner<br>III
		Norman Roegner<br>III
		Chief Financial Officer<br><br>(Principal Financial Officer)