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): May 15, 2018
DYNATRONICS CORPORATION
(Exact name of registrant as specified in its charter)
| Utah | 0-12697 | 87-0398434 | ||
| (State or other jurisdictionof incorporation) | (Commission FileNumber) | (I.R.S. Employer Identification No.) |
7030 Park Centre Drive
Cottonwood Heights, Utah 84121
(Address of principal executive offices, with zip code)
(801) 568-7000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2.):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02. Results of Operations and Financial Condition.
On May 15, 2018, Dynatronics Corporation (the “Company”) issued a press release announcing certain preliminary estimated financial results for the Company for the three and nine months ended March 31, 2018. The text of the press release issued by the Company is furnished as Exhibit 99.1 to this report.
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.
Item 7.01 Regulation FD Disclosure.
The information disclosed under Item 2.02, as well as the exhibits attached under Item 9.01 below are incorporated herein by reference.
On May 15, 2018, the Company announced that it has filed a shelf registration statement on Form S-3. Once declared effective by the Securities and Exchange Commission, or SEC, the Company may, from time to time in one or more future offerings, issue various types of securities, including common stock, preferred stock, debt securities, warrants to purchase other securities, and units up to an aggregate amount of $50,000,000, at prices and on terms announced, if and when the securities are ever offered. The Company has no current plans to issue securities under the registration statement.
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Any offering of the securities covered by the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC's website at www.sec.gov. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer for sale, or solicitation of an offer to buy, any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| Press release dated May 15, 2018. |
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SIGNATURES
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.
DYNATRONICS CORPORATION | |||
| Date: May 15, 2018 | By: | /s/ Kelvyn H. Cullimore | |
| Kelvyn H. Cullimore | |||
| Chief Executive Officer | |||
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