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): July 8, 2020
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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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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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 novel coronavirus COVID-19
("COVID-19") 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 July
8, 2020, Dynatronics Corporation ("Dynatronics" or "Company")
issued a press release relating to its preliminary unaudited
financial results for the fiscal fourth quarter and full fiscal
year ended June 30, 2020. 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 Fourth Quarter 2020 and Fiscal Year 2020 Net
Sales
On July
8, 2020, the Company announced on a preliminary, unaudited basis,
that it expects fourth fiscal quarter ended June 30, 2020 net sales
to be in the range of $7.9 million to $8.2 million, a 47% - 49%
decrease compared to $15.5 million in net sales in the fourth
fiscal quarter of 2019. For the year ended June 30, 2020,
preliminary unaudited estimates indicate net sales are expected to
be in the range of $53.2 million to $53.5 million, a 14% - 15%
decrease compared to $62.6 million in net sales in the year ended
June 30, 2019. The decrease in net sales for fiscal year 2020 is
primarily due to the expected decline in sales due to stay-at-home
policies and government restrictions in response to the COVID-19
pandemic, as well as the continued decline in physical therapy and
rehabilitation product sales.
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 fourth quarter ended June 30, 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 the fiscal quarter and year ended June
30, 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 that may be expected
in subsequent periods.
Item 7.01. Regulation
FD Disclosure.
The
information provided in Item 2.02 is incorporated herein by
reference.
The
information set forth under this Item 7.01 and in the attached
Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to
be "filed" for purposes of Section 18 of the Exchange Act, and is
not incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
Caution Concerning Forward-Looking Statements
This
Form 8-K contains information that includes or is based on
forward-looking statements within the meaning of the federal
securities laws that are subject to various risks and uncertainties
that could cause our actual results to differ materially from those
expressed or implied in such statements. Such statements include,
but are not limited to, those regarding our financial performance
and the impact of the novel coronavirus COVID-19 outbreak on our
operations and financial results and are subject to, among other
risks, the COVID-19 pandemic and any related policies and actions
by governments or other third parties.
Additional
information concerning these and other factors is contained in our
filings with the U.S. Securities and Exchange Commission, including
our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
that we have filed or will file hereafter. We disclaim any
intention or obligation to publicly update or revise any
forward-looking statement to reflect any change in our expectations
or in events, conditions or circumstances on which those
expectations may be based, or that affect the likelihood that
actual results will differ from those contained in the
forward-looking statements.
Item
9.01 Financial Statements and Exhibits
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Exhibit Number
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Description
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Press
Release dated July 8, 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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Date:
July 8, 2020
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DYNATRONICS CORPORATION
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By:
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/s/John
Krier
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Name: |
John
Krier
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Title:
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Chief
Executive Officer and Chief Financial
Officer
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