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): December 30, 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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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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
As
previously reported by Dynatronics Corporation (the
“Company”), on
May 18, 2020 the Company received a
letter from the Listing Qualifications Department (the
“Staff”) of the Nasdaq Stock Market
(“Nasdaq”) notifying the Company that it was not in
compliance with the Nasdaq Listing Rule 5550(a)(2) (the
“Minimum Bid Price
Requirement”) because the
closing bid price for the Company’s common stock had closed
below $1.00 per share for the previous 30 consecutive business
days. The Company was provided an initial grace period to regain
compliance, which ended on December 28, 2020.
On
December 30, 2020, the Company received notice from Nasdaq
indicating that, while the Company has not regained compliance with
the Minimum Bid Price Requirement, the Staff has determined that
the Company is eligible for an additional 180 calendar day period,
or until June 28, 2021, to regain compliance (the
“Second 180 Day Compliance
Period”). The Staff indicated that its determination
is based on the Company meeting the continued listing requirement
for market value of publicly held shares, and all other applicable
requirements for initial listing on the Nasdaq Capital Market with
the exception of the bid price requirement, and the Company’s
written notice of its intention to cure the deficiency during the
Second 180 Day Compliance Period by effecting a reverse stock
split, if necessary.
The
Company notes that at its Annual Meeting of the Shareholders held
on December 10, 2020, the shareholders approved the adoption of an
amendment to the Company’s Articles of Incorporation to
effect, in the discretion of the Board of Directors, a reverse
split of the outstanding Common Stock of the Company, at any time
within one year from the date of shareholder approval. The Board
has not yet determined to effect a reverse stock
split.
If at any time during the Second 180 Day Compliance Period the
closing bid price of the Company’s common stock is at least
$1.00 per share for a minimum of 10 consecutive business days, the
Staff will provide written confirmation of compliance.
If compliance cannot be demonstrated by June 28, 2021, the Staff
will provide written notification that the Company’s
securities will be delisted from Nasdaq. At that time, the Company
may appeal the Staff’s determination to a Nasdaq hearings
panel.
While there can be no assurance that the Company will regain or
demonstrate compliance by June 28, 2021, the Company intends to
consider available options to regain compliance by that
date.
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: December 30,
2020
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By:
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/s/ John
Krier
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Name:
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John
Krier
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Title:
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Chief Executive
Officer
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