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): July 6, 2022__________________________________________

Dynatronics Corporation

(Exact name of registrant as specified in its charter)

 __________________________________________

Utah	0-12697	87-0398434
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification Number)

1200 Trapp Rd, Eagan, Minnesota	55121
(Address of principal executive offices)	(Zip Code)

(801) 568-7000

(Registrant's telephone number, 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 stock, no par value	DYNT	The 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. ☐

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Principal Financial Officer

On July 6, 2022, the Company announced that the Company and Norman Roegner have mutually determined that Mr. Roegner’s services as Chief Financial Officer (Principal Financial Officer) of the Company will be terminated, effective July 22, 2022. In connection with Mr. Roegner’s termination, the Company and Mr. Roegner intend to enter into a Separation and Release Agreement (the “Separation Agreement”). The Separation Agreement provides that Mr. Roegner will receive separation pay equal to eight (8) weeks of his current annual base salary. In addition, the Separation Agreement provides for the accelerated vesting of 15,180 shares of Restricted Stock Units, the vesting of which will occur on July 22, 2022. The Separation Agreement includes a general release of claims and waivers customary in such agreements.

Appointment of New Principal Financial Officer

The Board of Directors of the Company has named John Krier as the Company’s Chief Financial Officer (Principal Financial Officer), effective July 22, 2022.

Since July 7, 2020, Mr. Krier has served as the Company’s Chief Executive Officer, and he will also continue to serve as the Company’s Chief Executive Officer. Mr. Krier also previously served as the Company’s Chief Financial Officer from March 23, 2020 to November 9, 2020.

Item 7.01 Regulation FD Disclosure.

On July 6, 2022, the Company issued a press release announcing the appointments of Messrs. Withers (per Item 8.01 below) and Krier. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 8.01 Other Events

Appointment of New Chief Information Officer

On July 6, 2022, Dynatronics Corporation (the “Company”) announced the hiring of Michael Withers, age 53, as Chief Information Officer of the Company, to be effective July 25, 2022. The Company has not staffed the CIO position since 2020. Prior to joining the Company, Mr. Withers served as the Vice President of Information Technology at SeaSpine, a medical technology company, from April 2016 to July 2022. Mr. Withers holds a B.S. degree in Business Administration from California State Polytechnic University and an M.B.A. in Information Systems from California State University.

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Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release dated July 6, 2022 Announcing Appointments of Chief Information Officer and Chief Financial Officer

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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: July 6, 2022	DYNATRONICS CORPORATION
	By:	/s/John Krier
	Name:	John Krier
	Title:	President and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

Dynatronics Announces Appointment of New Chief Information Officer; Krier to add Chief Financial Officer responsibilities

Senior leadership realignment focused on continuing to deliver sales growth and enhanced profitability.

EAGAN, MN / ACCESSWIRE / July 6, 2022 / Dynatronics Corporation (NASDAQ:DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced changes to its management team. John Krier, Dynatronics’ CEO, will resume his role as Chief Financial Officer in addition to retaining his position as CEO. Mike Withers, a highly experienced information technology executive, is joining the Company as Chief Information Officer. These appointments are designed to streamline operations, improve profitability and continue to generate above-market revenue growth.

Management Realigned and Strengthened

CEO John Krier announced “When our former CEO Brian Baker returned to Dynatronics as our Chief Operating Officer in January 2022, the board and I began to discuss me returning to my triple role of CEO, CFO, and commercial growth leader, which I held prior to November 2020.” As part of this leadership streamlining, Norm Roegner, our current CFO, will be leaving in July 2022.

In his tenure as CFO, Norm strengthened the finance department, and improved operating and financial discipline. “We greatly appreciate Norm’s many important contributions, recognize the notable company achievements during his time, and wish him much success going forward,” said Mr. Krier.

"Dynatronics is an extraordinary company and it has been an honor to serve as CFO," said Norm Roegner. "I am proud of our collective achievements and am very pleased the Company is well-positioned for long-term growth."

Chief Information Officer Joining Management Team

Mike Withers will join Dynatronics in July 2022 as its Chief Information Officer and a member of its management team. The CIO position had been vacant since 2020. Mr. Withers will ensure the Company’s enterprise-wide IT systems align with Dynatroncs’ operational objectives, including de novo system implementations and system upgrades. “We are excited to welcome Mike to Dynatronics. He is known for his 20+ years of experience leading information systems teams and projects for dynamic, multinational companies with a track record of excellence and comes to Dynatronics with a working familiarity with this management team,” said Mr. Krier.

Before joining Dynatronics, Mr. Withers was the Vice President of Information Technology at SeaSpine, a medical technology company. His industry experience includes medical technology, aerospace, software, telecommunications, networking, and entertainment. Mr. Withers holds a Master of Business Administration in Information Systems from California State University and a Bachelor of Science in Business Administration from California State Polytechnic University.

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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 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.

Contact:

Dynatronics Corporation

Investor Relations

Skyler Black

(801) 676-7201

ir@dynatronics.com

Darrow Associates

Jeff Christensen, Managing Director

(703) 297-6917

jchristensen@darrowir.com

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

Connect with Dynatronics on LinkedIn

SOURCE: Dynatronics Corporation

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XML

Cover	Jul. 06, 2022
Cover [Abstract]
Entity Registrant Name	Dynatronics Corporation
Entity Central Index Key	0000720875
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jul. 06, 2022
Entity Incorporation State Country Code	UT
Entity Tax Identification Number	87-0398434
Written Communications	false
Soliciting Material	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	0-12697
Entity Address Address Line 1	1200 Trapp Rd
Entity Address City Or Town	Eagan
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55121
City Area Code	801
Local Phone Number	568-7000
Security 12b Title	Common stock, no par value
Trading Symbol	DYNT
Security Exchange Name	NASDAQ
Pre Commencement Tender Offer	false