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)
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:
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
1.01 Entry into a Material Definitive
Agreement
Effective
July 8, 2020, Dynatronics Corporation (the “Company”)
entered into a Master Service Agreement (“Agreement”)
with Millstone Medical Outsourcing, LLC (“Millstone”)
to provide fulfillment and distribution services. Pursuant to the
Agreement, Millstone will store and distribute products as directed
by the Company and the Company will pay Millstone fees at prices
and on terms provided in the Agreement.
The initial term of the Agreement is
for three years from the effective date. The Agreement will
automatically renew for one-year terms thereafter unless terminated
by either party in accordance with its terms. Either party may
terminate the Agreement with or without cause upon 180 days’
written notice. Either party may terminate in the event of material
breach by the other party, following 60-days’ written notice
and opportunity to cure, or immediately upon written notice in the
event of a material breach incapable of cure that is resulting in
continuing damage or loss. Either party may also terminate
immediately with written notice in the event of the failure to
obtain or renew any necessary governmental permit, license or
approval, or in the event of the bankruptcy or insolvency of the
other party.
Management
believes the outsourcing of these distribution capabilities to
Millstone is consistent with the Company’s objectives of
streamlining its operations, continuing to align operating expenses
with current revenue levels and, where advantageous, producing
additional benefits from a reduction in workforce and related
costs.
The
foregoing summary of the terms and conditions of the Agreement is
qualified in its entirety by reference to the Agreement, to be
filed as an exhibit to the Company’s Form 10-K for the fiscal
year ended June 30, 2020.
Caution Concerning Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements
within the meaning of the “Safe Harbor” provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are those that describe future outcomes
or expectations that are usually identified by words such as
“will,” “should,” “could,”
“plan,” “intend,” “expect,”
“continue,” “forecast,”
“believe,” and “anticipate” and include,
for example, any statement made regarding the Company’s
future results. Actual results may differ materially as a result of
various risks and uncertainties, including circumstances or
developments that may make the Company unable to implement or
realize the anticipated benefits, or that may increase the costs,
of its current business initiatives, including the outsourcing of
manufacturing and assembly functions and any related reduction in
workforce; and those other risks and uncertainties expressed in the
cautionary statements and risk factors in the Company’s
annual report on Form 10-K, quarterly reports on Form 10-Q and
other filings with the Securities and Exchange Commission. The
Company may not be able to predict and may have little or no
control over many factors or events that may influence its future
results and, except as required by law, shall have no obligation to
update any forward-looking statements.
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:
July 14, 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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