Form 8-K - Current report

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): September 23, 2024

DYNATRONICS CORP.
(Exact name of registrant as specified in its charter)

Utah	000-12697	87-0398434
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1200 Trapp Rd.
Eagan, Minnesota, United States 55121
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (801) 568-7000

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 14d-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		Trading Symbols		Name of each exchange on which registered
Common stock, no par value		DYNT		NASDAQ Capital Market

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.

Resignation of Director

On September 23, 2024, Brian M. Larkin tendered his resignation as a director of Dynatronics Corporation (the "Company") to the Company's Board of Directors (the "Board"). At the time of his resignation, Mr. Larkin was serving as Chairman of the Compensation Committee and as a member of the Nominating and Governance Committee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Press Release dated September 24, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: September 23, 2024	DYNATRONICS CORPORATION

	By:	/s/ Brian Baker
	Name:	Brian Baker
	Title:	President & Chief Executive Officer

Dynatronics Corporation Reports Fourth Quarter and Fiscal Year 2024 Financial Results

EAGAN, MN / ACCESSWIRE / September 24, 2024 / Dynatronics Corporation (OTC Markets: DYNT) ("Dynatronics" or the "Company"), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today reported financial results for its fourth quarter and fiscal year ended June 30, 2024.

Key Financial Highlights

Note: All financials referenced in this release are in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and comparisons in this release are to the same period in the prior year unless otherwise noted.

Q4 FY 2024 Financial Highlights

Total net sales of $7.4 million.
Gross profit margin of 22.9%.
Net loss of $0.7 million.

FY 2024 Financial Highlights

Total net sales of $32.5 million.
Gross profit margin of 23.5%.
Net loss of $2.7 million.

FY 2024 Notable Balance Sheet Highlights

Net cash of $0.5 million.
As of June 30, 2024, $2.1 million drawn, with $3.8 million available on previously announced working capital asset-based line of credit established on August 1, 2023.

Fiscal Year 2025 Priorities

The Company will continue to introduce new products into the rehabilitation markets they sell, with products planned to support existing and new market segments. The Company expects the new product introductions will provide new incremental revenue and pull-through revenue opportunities. The Company continues to strengthen existing customer relationships, including OEM customers and strategic distribution partners. The company is planning to acquire new customers in conjunction with new products and services launched in the coming year.

Operationally, the Company maintains a focus on improving plant performance to reduce costs and supply chain initiatives to optimize inventory levels, along with customer-centric initiatives to continuously improve service levels.

Resignation of Brian M. Larkin as a Member of the Board of Directors

The Company announced today the resignation of Brian Larkin on September 24, 2024 as a member of Dynatronics' Board of Directors. The Company does not have any immediate plans to fill the Board vacancy created by Mr. Larkin's resignation.

Erin Enright, Chair of the Board of Directors, expressed her appreciation for Mr. Larkin's service on Dynatronics' board since 2015. "Brian has been an important part of the Company's progress over these past nine years, helping with strategy, commercial planning and acquisitions. We will miss his insight and contributions and thank him for all of his efforts."

Mr. Larkin commented: "It has been an honor and a pleasure to serve as a Director at Dynatronics for the past 9 years. I wish the team continued success and as a shareholder will monitor with interest the performance of the company under Brian Baker's thoughtful leadership."

About Dynatronics Corporation

Dynatronics is a leading medical device company committed to providing high-quality products designed to improve practitioner workspaces and workflows and to accelerate patients achieving optimal health. The Company designs, manufactures, and sells a broad range of products for clinical use in physical therapy, rehabilitation, pain management, and athletic training. Through its distribution channels, Dynatronics markets and sells to orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, and hospitals. The Company's products are marketed under a portfolio of high-quality, well-known industry brands including Bird & Cronin®, Solaris™, Hausmann®, and PROTEAM™, among others. More information is available at www.dynatronics.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Those statements include references to the Company's expectations and similar statements. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include our statements regarding the Company's expected overall performance, expectations regarding net sales, distribution of net sales, and selling general and administrative costs in fiscal year 2024, and uncertainties related to the broader economic environment, including higher raw material, delivery and shipment costs, supply chain disruptions, extended handling times and delays or disruption in procedure volume and volatility resulting from continued execution of the Company's business optimization strategy. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in the Company's annual, quarterly, and other reports filed with the Securities and Exchange Commission. Dynatronics does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.

Summary Financial Results

The following is a summary of operating results for the periods ended June 30, 2024, and June 30, 2023, the balance sheet highlights June 30, 2024, and June 30, 2023, and cash flow for periods ended June 30, 2024, and June 30, 2023.

Summary Selected Financial Data
Statements of Operations Highlights
In thousands, except share and per share amounts

		Quarter Ended						Year Ended
		June 30						June 30
		2024			2023			2024			2023

Net sales	$	7,376		$	8,438		$	32,534		$	40,609
Cost of sales		5,685			7,201			24,899			30,459
Gross Profit		1,691			1,237			7,635			10,150
		22.9%			14.7%			23.5%			25.0%

Selling, general and administrative expenses		2,250			3,593			9,908			15,002
Other (expense) income, net		(129	)		(25	)		(425	)		(121	)
Net income (loss)	$	(688	)	$	(2,381	)	$	(2,698	)	$	(4,973	)

Preferred stock dividend, in common stock, issued or to be issued		(159	)		(172	)		(731	)		(691	)
Net income (loss) attributable to common stockholders	$	(847	)	$	(2,553	)	$	(3,429	)	$	(5,664	)

Net loss attributable to common stockholders per common share - basic and diluted	$	(0.16	)	$	(0.63	)	$	(1.00	)	$	(1.46	)
Weighted-average common shares outstanding - basic and diluted		5,308,519			4,039,618			3,421,606			3,870,670

Balance Sheet Highlights
In thousands

		June 30, 2024		June 30, 2023
Cash and cash equivalents and restricted cash	$	534	$	553
Trade accounts receivable, net		3,445		3,722
Inventories, net		5,594		7,403
Prepaids & other		985		742
Total current assets		10,558		12,420

Non-current assets		15,383		17,644
Total assets	$	25,941	$	30,063

Accounts payable	$	2,712	$	4,530
Accrued payroll and benefits expense		566		878
Accrued expenses		726		891
Other current liabilities		1,579		1,642
Line of credit		2,122		-
Total current liabilities		7,705		7,941

Non-current liabilities		4,075		5,265
Total liabilities		11,780		13,206

Stockholders' equity		14,160		16,857
Total liabilities and stockholders' equity	$	25,941	$	30,063

Cash Flow Highlights
In thousands

		Quarter Ended						Twelve Months Ended
		June 30						June 30
		2024			2023			2024			2023

Net loss	$	(688	)	$	(2,381	)	$	(2,698	)	$	(4,973	)

Depreciation and amortization		320			341			1,304			1,349
Stock-based compensation		3			22			2			131
(Gain) loss on sale of property and equipment		-			-			41			-
Receivables		272			645			277			1,695
Inventory		590			2,300			1,809			4,668
Prepaid and other assets		558			(226	)		120			(159	)
Accounts payable, accrued expenses, and other liabilities		(811	)		(734	)		(2,466	)		(2,339	)
Net cash provided by (used in) operating activities		244			(33	)		(1,611	)		372

Net cash used in investing activities		(2	)		(10	)		(243	)		(187	)

Payments on non-current liabilities		(304	)		(74	)		1,835			(333	)
Net cash used in financing activities		(304	)		(74	)		1,835			(333	)

Net change in cash and cash equivalents		(62	)		(117	)		(19	)		(148	)
Cash and cash equivalents at beginning of the period		596			670			553			701
Cash and cash equivalents at end of the period	$	534		$	553		$	534		$	553

Contact:

Dynatronics Corporation

Investor Relations

ir@dynatronics.com

For additional information, please visit: www.dynatronics.com

Connect with Dynatronics on LinkedIn

SOURCE: Dynatronics Corporation

Document and Entity Information Document	Sep. 23, 2024
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Sep. 23, 2024
Document Period End Date	Sep. 23, 2024
Amendment Flag	false
Entity Registrant Name	Dynatronics Corp.
Entity Address, Address Line One	1200 Trapp Rd.
Entity Address, City or Town	Eagan
Entity Address, State or Province	MN
Entity Address, Country	US
Entity Address, Postal Zip Code	55121
Entity Incorporation, State Country Name	UT
City Area Code	801
Local Phone Number	568-7000
Entity File Number	000-12697
Entity Central Index Key	0000720875
Entity Emerging Growth Company	false
Entity Tax Identification Number	87-0398434
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	DYNT
Security Exchange Name	NASDAQ