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): February 1, 2023

__________________________________________

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	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 3.03. Material Modifications of Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles or By-laws

As previously disclosed, at the Annual Meeting of Shareholders of Dynatronics Corporation (the “Company”) held on November 17, 2022, the shareholders of the Company approved Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-5, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion.

The Company’s board of directors set the split ratio in the reverse stock split at 1-for-5 and approved and authorized the filing of the Articles of Amendment to effect the reverse stock split with the Utah Department of Commerce, Division of Corporations and Commercial Code. The Articles of Amendment and reverse stock split became effective at 5:00 p.m. Eastern Standard Time on February 1, 2023 (the “Effective Time”). A copy of the Articles of Amendment to effect the reverse stock split is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC.

At the Effective Time, the total number of shares of the Company’s common stock held by each shareholder were converted automatically into the number of whole shares of common stock equal to the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the reverse stock split, divided by 5. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-reverse stock split common stock to any shareholder who otherwise would have received a fractional share as a result of the reverse stock split.

The reverse stock split does not affect the Company’s authorized shares of common stock or preferred. After the reverse stock split, the Company’s authorized common stock and preferred stock of 100,000,000 and 50,000,000 shares, respectively, remain unchanged.

As of February 1, 2023 (immediately prior to the Effective Time), there were approximately 19.6 million shares of common stock outstanding. As a result of the reverse stock split, there are approximately 3.9 million shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The reverse stock split will not have any effect on the stated par value of the common stock.

Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the reverse stock split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the reverse stock split.

The reverse stock split will have no impact on the number of shares of the Company’s Series A preferred stock or Series B preferred stock issued and outstanding. However, the conversion price of the outstanding Series A preferred stock and Series B preferred stock will increase and the number of shares of common stock issuable upon conversion of such preferred stock will decrease in proportion to the 1-for-5 split ratio. The number of shares of common stock issuable upon conversion of the Series A preferred will decrease from 1,992,000 shares to 398,400 shares, and the number of shares of common stock issuable upon conversion of the Series B preferred will decrease from 1,359,000 shares to 271,800 shares, in each case subject to future adjustment as provided in the designation of preferences, rights and limitations of the applicable series of preferred stock.

As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of such outstanding stock options and warrants.

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The Company’s common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market at the open of trading on February 2, 2023. In connection with the reverse stock split, the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “DYNT” but will trade under a new CUSIP Number, 268157500.

Shareholders who are holding their shares in book-entry form do not have to take any action, as the effect of the reverse stock split will automatically be reflected in their accounts. Shareholders holding paper certificates will receive written instructions from the Company’s transfer agent requesting them to complete and return a letter of transmittal and surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split. Certificates representing shares of common stock issued in connection with the reverse stock split will continue to bear the same restrictive legends, if any, set forth in the surrendered certificates. Until surrendered, each certificate representing shares of common stock outstanding before the reverse stock split will continue to be valid and represent the split-adjusted number of shares of common stock.

Item 8.01. Other Events.

On February 1, 2023, the Company issued a press release with respect to the reverse stock split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
3.1	Articles of Amendment to Amended and Restated Articles of Incorporation
4.1	Specimen Stock Certificate
99.1	Press Release dated February 1, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	DYNATRONICS CORPORATION
Date: February 1, 2023	By:	/s/John Krier
	Name:	John Krier
	Title:	Chief Executive Officer

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EX-3.1

EXHIBIT 3.1

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DYNATRONICS CORPORATION

Pursuant to and in accordance with the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act, as amended (the “Act”), the undersigned, Dynatronics Corporation (the “Corporation”) hereby declares and certifies the following Articles of Amendment (“Articles of Amendment”) to its Amended and Restated Articles of Incorporation (“Articles of Incorporation”).

1. The name of the Corporation is Dynatronics Corporation.

2. The text of the amendment to the Articles of Incorporation adopted is as follows:

Following the final paragraph of ARTICLE III of the Articles of Incorporation, the following text is inserted (the “Amendment”):

“Upon the filing of these Articles of Amendment to the Articles of Incorporation, each share of Common Stock of the Corporation issued and outstanding immediately prior to the filing of these Articles of Amendment, without further action, will be automatically split and converted into one-fifth (1/5^th) of one (1) share of fully paid and nonassessable shares of Common Stock of the Corporation (the “Reverse Stock Split”). No fractional shares shall be issued upon the Reverse Stock Split; rather, each fractional share resulting from the Reverse Stock Split shall be rounded up to the nearest whole number. Each outstanding stock certificate of the Corporation, which prior to the filing of these Articles of Amendment represented one or more shares of Common Stock, shall immediately after such filing represent that number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock represented on such certificates divided by (ii) five (5) (such adjusted shares, the “Reclassified Shares”), with any resulting fractional shares rounded up to the nearest whole share as set forth above. Any options, warrants, conversion, or other purchase or conversion rights, which prior to the filing of these Articles of Amendment represented the right to acquire one or more shares of the Corporation’s Common Stock, shall immediately after such filing represent the right to acquire one-fifth (1/5^th) of one (1) share of the Corporation’s Common Stock for each share of the Corporation’s Common Stock that such option, warrant, conversion or other purchase or conversion right previously represented the right to acquire. The exercise or conversion price of such options, warrants or conversion rights shall be adjusted by multiplying the existing exercise or conversion price by five (5).

The number of authorized shares of Common Stock of the Corporation and the par value of such shares will not be affected by these Articles of Amendment.

The Corporation shall, upon the request of each record holder of a certificate representing shares of Common Stock issued and outstanding immediately prior to the filing of these Articles of Amendment to the Articles of Incorporation, issue and deliver to such holder in exchange for such certificate a new certificate or certificates representing the Reclassified Shares.”

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3. The general form of the Articles of Amendment was adopted at a meeting of the Board of Directors of the Corporation held on September 14, 2022, and was finalized by the Board of Directors at a meeting of the Board held on November 17, 2022, and in accordance with the requirements of the Act and the Bylaws of the Corporation. The Board of Directors unanimously recommended approval of the Amendment by the shareholders of the Corporation.

4. The Amendment was authorized and approved pursuant to sections 16-10a-1003 and 1004 of the Act by (i) a majority of the votes cast at the meeting by the holders of shares of common stock voting separately as a voting group and entitled to vote at the Annual Meeting of the shareholders of the Corporation held on November 17, 2022 (the “Annual Meeting”), and (ii) a majority of the votes cast at the Annual Meeting by the holders of shares of common stock, Series A Preferred Stock, and Series B Preferred Stock, voting together as a single class and entitled to vote at the Annual Meeting:

(a) The number of issued and outstanding shares of Common Stock, Series A Preferred Stock, and Series B Preferred Stock, voting together as a single class and entitled to vote on the foregoing Amendment was 21,923,255 of which 13,778,276 (or approximately 62.82% of the issued and outstanding) voting shares were represented in person or by proxy at the Annual Meeting, constituting a quorum of such issued and outstanding shares.

(b) The shares of common stock present at the Annual Meeting in person or by proxy with respect to the Amendment and voting separately as a voting group were voted as set forth in the following table.

(c) The shares of Common Stock, Series A Preferred Stock, and Series B Preferred Stock present at the Annual Meeting in person or by proxy with respect to the Amendment and voting together as a single voting group were voted as set forth in the following table:

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DESIGNATION OF STOCK	NO. OF SHARES REPRESENTED AT THE ANNUAL MEETING AND ENTITLED TO VOTE		VOTES CAST IN FAVOR OF AMENDMENT		VOTES CAST AGAINST AMENDMENT		VOTES ABSTAINING
Common stock voting separately as a voting group		11,477,867		10,380,826		1,068,639		28,402
Common stock, Series A Preferred, and Series B Preferred together as a voting group		13,778,276		12,314,429		1,068,639		28,402

(d) Such votes cast were sufficient for approval of the Amendment and the filing of these Articles of Amendment.

5. These Articles of Amendment shall become effective at 5:00 p.m. Eastern Standard Time on February 1, 2023.

IN WITNESS WHEREOF, these Articles of Amendment are executed as of January 24, 2023.

Dynatronics Corporation, a Utah corporation
By:	/s/John A. Krier
Name:	John A. Krier
Title:	President, Chief Executive Officer and Chief Financial Officer

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EX-4.1

EXHIBIT 4.1

 

EX-99.1

EXHIBIT 99.1

Dynatronics Corporation Announces Reverse Stock Split

EAGAN, MN / ACCESSWIRE / February 1, 2023 / Dynatronics Corporation (NASDAQ:DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced that it will effect a 1-for-5 reverse stock split of its outstanding common stock, effective at 5:00 p.m. (ET) on February 1, 2023. Dynatronics’ common stock will continue to trade on the NASDAQ under the symbol “DYNT” under a new CUSIP number, 268157500. Dynatronics’ common stock will begin trading on a reverse stock split-adjusted basis on the NASDAQ when the market opens on February 2, 2023.

The reverse stock split was implemented to bring the Company into compliance with NASDAQ’s minimum bid price requirement. However, there can be no assurances that the Company will be able to remain in compliance with the minimum bid price requirement over time, or that it will be successful in maintaining compliance with the other NASDAQ continued listing requirements.

As a result of the reverse stock split, every five pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the shareholders. Following the consummation of the reverse stock split, the number of issued and outstanding shares of common stock will be reduced from approximately 19.6 million shares to approximately 3.9 million shares.

The reverse stock split will have no impact on the number of shares of the Company’s Series A preferred stock or Series B preferred stock issued and outstanding. However, the conversion price of the outstanding Series A preferred stock and Series B preferred stock will increase and the number of shares of common stock issuable upon conversion of such preferred stock will decrease in proportion to the 1-for-5 split ratio. The number of shares of common stock issuable upon conversion of the Series A preferred will decrease from 1,992,000 shares to 398,400 shares, and the number of shares of common stock issuable upon conversion of the Series B preferred will decrease from 1,359,000 shares to 271,800 shares, in each case subject to future adjustment as provided in the designation of preferences, rights and limitations of the applicable series of preferred stock.

Additional information concerning the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 5, 2022.

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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 compliance with NASDAQ listing requirements. 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

ir@dynatronics.com

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

Connect with Dynatronics on LinkedIn

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Cover	Feb. 01, 2023
Cover [Abstract]
Entity Registrant Name	Dynatronics Corporation
Entity Central Index Key	0000720875
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Emerging Growth Company	false
Document Period End Date	Feb. 01, 2023
Entity File Number	0-12697
Entity Incorporation State Country Code	UT
Entity Tax Identification Number	87-0398434
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	568-7000
Security 12b Title	Common stock
Trading Symbol	DYNT
Security Exchange Name	NASDAQ