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): November 9, 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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(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:
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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. ☐
Item 5.02 Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c)
Appointment of Principal Financial Officer.
On
November 9, 2020, the Company announced the hiring of Norman
Roegner III, 46, and his appointment as Chief Financial Officer
(Principal Financial Officer) of the Company, succeeding John A.
Krier, who will continue as the Company’s Chief Executive
Officer. Prior to joining the Company, Mr. Roegner served as Vice
President of Finance of Phillips-Medisize, LLC, a subsidiary of
Molex, LLC. Molex, LLC is a subsidiary of Koch Industries and a
globally recognized provider of electronic solutions in a wide
range of industries, including medical device manufacturing from
2016 to 2019. Prior to his role with Phillips-Medisize, LLC, from
1998 to 2016, Mr. Roegner held various leadership roles in the
finance, supply chain, sales operations and marketing divisions of
the Molex organization. Mr. Roegner holds a B.S. degree in
Accountancy from Northern Illinois University and a M.B.A. from
DePaul University.
In
connection with Mr. Roegner’s hiring, the Company and Mr.
Roegner entered into a letter agreement containing the basic terms
of his employment by the Company as an at-will employee. Mr.
Roegner will receive an annual base salary of $230,000 and will be
eligible for an annual cash bonus payment equal to up to a targeted
value up to $40,250 and an annual equity award of restricted stock
units, or RSUs, up to a targeted value of $40,250. In addition, Mr.
Roegner will be eligible for a grant of RSUs, for up to 10,000
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.
Roegner’s employment may be terminated at any time by the
Company. As a condition of his employment, Mr. Roegner 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.
Roegner 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. Roegner 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)).
Item 7.01 Regulation FD Disclosure.
On
November 9, 2020, the Company issued a press release announcing the
appointment of Mr. Roegner. 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.
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 November 9, 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: November 9,
2020
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By:
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/s/ John Krier
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Name: John Krier
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Title:
Chief
Executive Officer
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