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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): April 2, 2020
__________________________________________
Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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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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
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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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The
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. ☐
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Report includes forward-looking statements.
All statements other than statements of
historical facts contained in this Report,
including statements regarding our future results of
operations and financial position, business strategy and plans, and
our objectives for future operations,
are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "will," "would" and similar expressions that
convey uncertainty of future events or outcomes are intended to
identify forward-looking statements, but the absence of
these words does not mean that a statement is
not forward-looking.
The forward-looking statements contained
in this Report are based on our current expectations and beliefs
concerning future developments and their potential effects on us.
Future developments affecting us may not be those that we have
anticipated.
These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) and
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by
these forward-looking statements. These risks and
uncertainties include, but are not limited to, the uncertainty
regarding the impact or duration of the COVID-19 virus pandemic
that is rapidly spreading globally and adversely affecting
communities and businesses, including ours, as well as those
factors described under the heading "Risk Factors" in our filings
with the Securities and Exchange Commission (SEC), including our
reports on Forms 10-K, 10-Q, 8-K and other filings that we make
with the SEC from time to time. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We
undertake no obligation to update or revise
any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. These risks and others
described under "Risk Factors" may not be exhaustive.
By
their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity, and developments in
the industry in which we operate may differ materially from those
made in or suggested by
the forward-looking statements contained in this
Report. In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which
we operate are consistent with
the forward-looking statements contained in this
Report, those results or developments may not be indicative of
results or developments in subsequent periods.
Item
2.02 Results of Operations and Financial
Condition
On
April 2, 2020, Dynatronics Corporation ("Dynatronics" or "Company")
issued a press release relating to its preliminary unaudited
financial results for the fiscal third quarter ended March 31,
2020, the Company's withdrawal of its previously announced sales
guidance for 2020 given the everchanging environment, continued
uncertainties due to the COVID-19 pandemic and actions taken by the
Company to combat COVID-19. The full text of the press release is
furnished herewith as Exhibit 99.1.
The
information under this Item 2.02 and in Exhibit 99.1 is being
furnished and is not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934 and is not to be incorporated by
reference into any filing of the registrant under the Securities
Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof, regardless of any general
incorporation language in any such filing, except as shall be
expressly set forth by specific reference in such a
filing.
Item
8.01 Other Events
Pre-release
of Fiscal Third Quarter 2020 Results
On
April 2, 2020, the Company announced that it expects unaudited
third fiscal quarter ended March 31, 2020 net sales to be in the
range of $13.6 million to $13.9 million, a 5% -7% decrease compared
to $14.6 million in the third fiscal quarter of 2019. The decrease
in net sales is due to an expected decline in sales of physical
therapy and rehabilitation products as well as an immediate decline
due to stay-at-home policies and restrictions in response to the
COVID-19 pandemic.
The
above estimates have been prepared by and are the responsibility of
the Company’s management. The Company has not yet completed
its closing process for the third quarter ended March 31, 2020.
This information is preliminary, has not been audited and is
subject to change upon completion of the Company’s closing
procedures. Additional information and disclosure would be required
for a more complete understanding of the Company’s financial
position and results of operations as of and for the three and nine
months ended March 31, 2020. Moreover, even if the Company’s
actual results are consistent with these preliminary estimates,
this information may not be indicative of results or developments
in subsequent periods.
COVID-19 Extended Risks and Uncertainties
The Company has implemented guidelines and redundancies to promote
employee health and wellness in order to meet its obligations as a
manufacturer and infrastructure provider.
Due to
the speed with which this situation is developing and the
uncertainty regarding its extent or duration, the Company is not
able to estimate the impact of COVID-19 on its revenues, results of
operations, and liquidity, or on its outlook for the fourth quarter
of fiscal year 2020, or the first or second quarters of fiscal year
2021 or beyond, and this impact could be material.
Item
9.01 Financial Statements and Exhibits
Exhibit Number
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Description
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Press
Release dated April 2, 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: April 2,
2020
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By:
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/s/ Brian Baker
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Brian
Baker
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Chief Executive
Officer
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