SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Dynatronics Corporation
(Name of Issuer)
Common Stock, $no par value
(Title of Class of Securities)
268157
(CUSIP Number)
Stuart M. Essig
174 Nassau Street #320
Princeton, NJ 08542
(609) 936-2266
(Name, Address and Telephone Number of Person Authorized to Receive Notices And Communications)
May 31, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for the Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 268157
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(1)
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Names of Reporting Persons
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Stuart M. Essig
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) N/A
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(b) ☒
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(3)
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SEC Use Only ___________________________________________________________________________
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(4)
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Source of Funds (See Instructions):
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PF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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N/A
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(6)
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Citizenship or Place of Organization
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U.S.
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Number of Shares
Beneficially Owned by
Each Reporting
Person with:
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(7) Sole Voting Power:
(8) Shared Voting Power:
(9) Sole Dispositive Power:
(10) Shared Dispositive Power:
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3,235,384
N/A
3,235,384
N/A
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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3,235,384 shares of common stock
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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(13)
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Percent of Class Represented by Amount in Row (11):
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43.2% of common stock
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(14)
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Type of Reporting Person (See instructions):
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IN
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CUSIP No. 268157
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(1)
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Names of Reporting Persons
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Prettybrook Partners, LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) N/A
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(b) ☒
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(3)
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SEC Use Only ___________________________________________________________________________
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(4)
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Source of Funds (See Instructions):
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N/A
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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N/A
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(6)
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Citizenship or Place of Organization
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U.S.
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Number of Shares
Beneficially Owned by
Each Reporting
Person with:
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(7) Sole Voting Power:
(8) Shared Voting Power:
(9) Sole Dispositive Power:
(10) Shared Dispositive Power:
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N/A
N/A
N/A
N/A
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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N/A
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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(13)
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Percent of Class Represented by Amount in Row (11):
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N/A
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(14)
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Type of Reporting Person (See instructions):
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OO
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CUSIP No. 268157
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(1)
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Names of Reporting Persons
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Erin Enright
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) N/A
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(b) ☒
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(3)
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SEC Use Only ___________________________________________________________________________
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(4)
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Source of Funds (See Instructions):
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N/A
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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N/A
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(6)
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Citizenship or Place of Organization
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U.S.
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Number of Shares
Beneficially Owned by
Each Reporting
Person with:
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(7) Sole Voting Power:
(8) Shared Voting Power:
(9) Sole Dispositive Power:
(10) Shared Dispositive Power:
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15,456
612,000
15,456
612,000
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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627,456
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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(13)
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Percent of Class Represented by Amount in Row (11):
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12.0%
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(14)
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Type of Reporting Person (See instructions):
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IN
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CUSIP No. 268157
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(1)
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Names of Reporting Persons
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Stuart M. Essig 2007 Family Trust
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) N/A
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(b) ☒
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(3)
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SEC Use Only ___________________________________________________________________________
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(4)
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Source of Funds (See Instructions):
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OO
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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N/A
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(6)
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Citizenship or Place of Organization
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U.S.
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Number of Shares
Beneficially Owned by
Each Reporting
Person with:
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(7) Sole Voting Power:
(8) Shared Voting Power:
(9) Sole Dispositive Power:
(10) Shared Dispositive Power:
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N/A
612,000
N/A
612,000
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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612,000
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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(13)
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Percent of Class Represented by Amount in Row (11):
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11.7%
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(14)
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Type of Reporting Person (See instructions):
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OO
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This Amendment No. 2, dated June 2, 2017, amends and supplements the Schedule 13D dated and filed July 10, 2015 (as amended and supplemented to date, the "Schedule 13D") of Stuart M. Essig, Erin Enright, Prettybrook Partners, LLC, and the Stuart M. Essig 2007 Family Trust (the "Trust") relating to the shares of common stock, no par value (the "Common Stock"), of Dynatronics Corporation, a Utah corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used but not define herein have the meaning ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 to this Schedule 13D is hereby amended to include the following additional paragraphs:
As reported in its Current Report on Form 8-K filed June 1, 2017, on May 31, 2017, the Issuer's shareholders approved the following issuances to the Reporting Persons identified below:
(i) Common Stock underlying the payment of dividends on 188,800 shares of the Issuer's Series A Preferred Stock, and the execution of warrants to purchase 283,200 shares of Common Stock. The Series A Preferred Stock, together with the warrants, were acquired by the Trust at a purchase price of $2.50 per share pursuant to the terms of the December Series A Purchase Agreement; the warrants are exercisable at a price of $2.75 per share. The source of the purchase price was the funds of the Trust.
(ii) 40,000 shares of Common Stock, Common Stock underlying the conversion, payment of dividends and redemption of 40,000 shares of Series B Preferred Stock, and the execution of warrants to purchase 60,000 shares of Common Stock. The Common Stock, Series B Preferred Stock and warrants were acquired as Units by the Trust at a purchase price of $5.00 per Unit, or $2.50 per Common share and $2.50 per Series B Preferred share, pursuant to the terms of the Securities Purchase Agreement; the warrants are exercisable at a price of $2.75 per share. The source of the purchase price was the funds of the Trust.
(iii) 260,000 shares of Common Stock, Common Stock underlying the conversion, payment of dividends and redemption of 260,000 shares of Series B Preferred Stock, and the execution of warrants to purchase 390,000 shares of Common Stock. The Common Stock, Series B Preferred Stock and warrants were acquired as Units by Mr. Essig at a purchase price of $5.00 per Unit, or $2.50 per Common share and $2.50 per Series B Preferred share, pursuant to the terms of the Securities Purchase Agreement; the warrants are exercisable at a price of $2.75 per share. The source of the purchase price was the personal funds of Mr. Essig.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read as follows:
(a) As of May 31, 2017, (i) Mr. Essig beneficially owned (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 3,235,384 shares of Common Stock, consisting of 385,384 shares of Common Stock, 880,000 shares of Common Stock underlying Series A Preferred Stock that may be converted by Mr. Essig, 260,000 shares of Common Stock underlying Series B Preferred Stock that may be converted by Mr. Essig, and 1,710,000 shares of Common Stock underlying warrants that may be exercised by Mr. Essig, representing approximately 43.2% of the outstanding Common Stock; (ii) Ms. Enright beneficially owned (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 627,456 shares of Common Stock, consisting of 15,456 shares of Common Stock, 188,800 shares of Common Stock underlying Series A Preferred Stock that may be converted by Ms. Enright, 40,000 shares of Common Stock underlying Series B Preferred Stock that may be converted by Ms. Enright, and 343,200 shares of Common Stock underlying warrants that may be exercised by Ms. Enright, representing approximately 12.0% of the outstanding Common Stock; and (iii) the Trust beneficially owned (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 612,000 shares of Common Stock, consisting of 188,800 shares of Common Stock underlying Series A Preferred Stock that may be converted by the Trust, 40,000 shares of Common Stock underlying Series B Preferred Stock that may be converted by the Trust, and 343,200 shares of Common Stock underlying warrants that may be exercised by the Trust, representing approximately 11.7% of the outstanding Common Stock. 1
1 Based upon 4,646,992 shares of issued and outstanding shares of the Issuer's Common Stock as reported in the Issuer's Current Report on Form 8-K filed June 1, 2017. Pursuant to Rule 13d-3 promulgated by the Commission, to compute the Reporting Person's beneficial ownership of shares of the Issuer's Common Stock, any such shares not outstanding which are subject to warrants or conversion privileges are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by the Reporting Person, but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.
(b) Mr. Essig has sole voting and dispositive power with respect to 3,235,384 shares of the Common Stock. Ms. Enright has sole voting and dispositive power with respect to 15,456 shares of the Common Stock and shared voting and dispositive power with respect to 612,000 shares of the Common Stock. The Trust has shared voting and dispositive power with respect to 612,000 shares of the Common Stock. Ms. Enright is the sole trustee of the Trust. Prettybrook Partners, LLC does not have sole or shared voting or dispositive power over any of the shares of the Common Stock.
(c) Except as set forth herein, none of the Reporting Persons has effected any transaction in the class of securities reported herein during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be filed as Exhibits.
1. *Securities Purchase Agreement, dated as of March 21, 2017, by and between Dynatronics Corporation and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to Dynatronics Corporation's current report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2017).
2. *Securities Purchase Agreement, dated as of December 28, 2016, by and between Dynatronics Corporation and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to Dynatronics Corporation's current report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2017).
3. Joint Filing Agreement of the Reporting Persons dated June 2, 2017.
* Previously filed as an Exhibit to the Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of the Reporting Person's knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct.
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Date: June 2, 2017
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/s/ Stuart M. Essig
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Stuart M. Essig
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/s/ Erin Enright
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Erin Enright
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Prettybrook Partners, LLC
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By:
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/s/ Stuart M. Essig
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Its:
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Managing Member
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Stuart M. Essig 2007 Family Trust
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By:
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/s/ Erin Enright
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Its:
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Trustee
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JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D, dated June 2, 2017, relating to the Common Stock, no par value, of Dynatronics Corporation shall be filed on behalf of the undersigned.
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Date: June 2, 2017
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Stuart M. Essig
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Prettybrook Partners, LLC
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By:
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/s/ Stuart M. Essig
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By:
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/s/ Stuart M. Essig
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Title:
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Managing Member
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Erin Enright
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Stuart M. Essig 2007 Family Trust
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By:
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/s/ Erin Enright
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By:
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/s/ Erin Enright
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Title:
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Trustee
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