Attached files
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| EX-99.1 - PRESS RELEASE - DYNATRONICS CORP | dynt_ex991.htm |
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): March 23, 2020
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Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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Utah
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0-12697
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87-0398434
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(State
or Other Jurisdiction of Incorporation)
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Commission
File Number
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(IRS
Employer Identification Number)
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1200 Trapp Rd, Eagan, Minnesota
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55121
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(Address
of principal executive offices)
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(Zip
Code)
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(801) 568-7000
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(Registrant’s
telephone number, including area code)
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7030
Park Centre Dr., Cottonwood Heights, Utah 84121
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(Former
Name or Former Address, if Changed Since Last Report)
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, no par value
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DYNT
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NASDAQ
Capital Market
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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.
(b)
Resignation of Principal Financial Officer.
On
March 23, 2020, Dynatronics Corporation (the “Company”
or “Dynatronics”) announced the resignation of David A.
Wirthlin as Chief Financial Officer (Principal Financial Officer)
of the Company. Mr. Wirthlin is leaving the Company to pursue other
opportunities. Mr. Wirthlin joined Dynatronics as its Chief
Financial Officer in 2016. Pursuant to its compensation arrangement
with him, the Company will pay Mr. Wirthlin separation pay equal to
six months of base pay, or a total of approximately $97,100,
subject to his execution of a separation and release agreement. Mr.
Wirthlin is expected to provide transition services to the Company,
which will include assisting in a smooth transition of his
responsibilities and actively working for the Company until a date
to be mutually determined by Mr. Wirthlin and the Company’s
Board of Directors (the “Board”). Mr. Wirthlin’s
departure is not due to a dispute or disagreement with the
Company.
(c)
Appointment of Principal Financial Officer and Principal Accounting
Officer.
New Principal Financial Officer. On March 23, 2020, the
Company announced the hiring of John A. Krier and his appointment
as Chief Financial Officer (Principal Financial Officer) of the
Company, succeeding David A. Wirthlin. Prior to joining the
Company, Mr. Krier served as Vice President of Marketing from March
2014 to November 2019 of Breg, Inc., a global medical device
company. From December 2019 until his hiring by the Company, Mr.
Krier provided consulting services to Breg. Prior to joining Breg,
Inc., Mr. Krier was President of Viscent, LLC, an orthopedic
bracing supplier, from September 1, 2009 through October 1, 2012,
and Executive Consultant to the Chief Executive Officer and Board
of Directors from October 2012 through September 2013. Mr. Krier
holds a B.S. degree in Business Administration from the University
of South Dakota.
In
connection with Mr. Krier’s hiring, the Company and Mr. Krier
entered into a letter agreement containing the basic terms of his
employment by the Company as an at-will employee. Mr. Krier will
receive an annual base salary of $230,000 and will be eligible for
an annual cash bonus payment equal to up to $40,250 and an annual
equity award of restricted stock units, or RSUs, up to a maximum
value of $40,250. In addition, Mr. Krier will be granted a stock
option for the purchase of 35,000 shares of the Company’s
common stock, vesting over a four-year period with one-fourth of
the shares vesting annually on the anniversary of the grant date.
As an at-will employee, Mr. Krier’s employment may be
terminated at any time by the Company. As a condition of his
employment, Mr. Krier will enter into a confidentiality and
non-compete agreement that prohibits him from working for a
competitor of the Company for a twelve-month period following the
termination of his employment.
Mr.
Krier will continue to provide limited consulting services to Breg
through April 2021. The Audit Committee of the Board has determined
that Mr. Krier’s consulting services to Breg will not
conflict with the interests of the Company or his duties at
Dynatronics and that Mr. Krier will be able to focus his full time
and resources to Dynatronics as Chief Financial
Officer.
Mr.
Krier is not a party to any agreement or transaction that would
require disclosure under Item 404(a) of Regulation S-K. There are
no family relationships between Mr. Krier and any director or
executive officer of the Company that would require disclosure
under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d)
and 229.404(a)).
New Principal Accounting Officer. The Company announced that
its Corporate Controller, Skyler Black, has been appointed as the
Company’s Principal Accounting Officer, effective March 23,
2020. Mr. Black has served as the Corporate Controller for
Dynatronics since January 2018. Prior to joining the Company,
Mr. Black held the position of Senior Manager at
PricewaterhouseCoopers, LLP from July 2014 to January 2018. Mr.
Black holds a B.S. degree in accounting from Brigham Young
University - Idaho. He received his CPA license in 2008 in
Nevada and currently holds an active license in Colorado. There are
no changes to Mr. Black’s compensation arrangements in
connection with this appointment. Mr. Black has no familial
relationships or related party transactions with the Company that
would require disclosure under Items 401(d) or 404(a) of Regulation
S-K (17 CFR 229.401(d) and 229.404(a)) in connection with his
appointment described above.
Item
7.01 Regulation FD Disclosure.
On
March 23, 2020, the Company issued a press release announcing the
appointment of Mr. Krier and resignation of Mr. Wirthlin, as
well as the designation of its Eagan, Minnesota offices as the
Company’s principal executive offices. 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number
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Description
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Press
Release dated March 23, 2020
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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.
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DYNATRONICS CORPORATION |
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Date:
March 23, 2020
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By:
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/s/
Brian
Baker
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Name: Brian Baker
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Title:
Chief
Executive Officer
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