8-K

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 17, 2023

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, Utah, 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	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 President, Chief Executive Officer, Chief Financial Officer and Director

On May 17, 2023, John Krier informed Dynatronics Corporation (the "Company") of his decision to resign as President, Chief Executive Officer and Chief Financial Officer of the Company and as a member of the Board of Directors (the "Board") to pursue other professional interests.  Mr. Krier's resignation as President is intended to take immediate effect, whereas the effective date of his resignation as Chief Executive Officer, Chief Financial Officer and as a member of the Board, although not officially determined, is expected to occur no later than the end of September 2023.  Mr. Krier's contemplated departure from the Board is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Appointment of President, Chief Executive Officer and Director

On May 18, 2023, the Company announced that Brian D. Baker has been appointment as President of the Company, effective as of May 18, 2023. Mr. Baker will also continue as Chief Operating Officer of the Company, a position he has held since January 2022.  Additionally, the Company announced Mr. Baker's appointment as Chief Executive Officer of the Company and as a member of the Board, to fill the vacancies created by Mr. Krier's announced resignation from such positions, which appointments will become effective upon Mr. Krier's official resignation at or prior to the end of September 2023.

Mr. Baker first joined the Company as President of Therapy Products in February 2018. He served as Chief Operating Officer from May 2019 until his promotion to Chief Executive Officer in August 2019. Mr. Baker held that position until July 2020, when he resigned due to health issues relating to the COVID-19 virus. Following his resignation as Chief Executive Officer, Mr. Baker continued as a member of the Board and a consultant to the Company until his appointment as Chief Operating Officer in January 2022.  Prior to joining the Company, Mr. Baker was Vice President of Global Operations of Seaspine Holdings Corporation from July 2015 to January 2018, where he also worked as Vice President of Operations of the SeaSpine business within Integra LifeSciences Corporation from March 2015 to July 2015. From November 2013 until March 2015, he was an industry consultant advising on mergers and acquisitions and providing business process optimization services. He holds a B.A. degree in business from the University of Phoenix. He is 56 years old.

There is no arrangement or understanding between Mr. Baker and any other person pursuant to which Mr. Baker was appointed as a director of the Company. Mr. Baker 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. Baker 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 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release dated May 18, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: May 18, 2023	DYNATRONICS CORPORATION
	By:	/s/John Krier
	Name:	John Krier
	Title:	Chief Executive Officer

3

EX-99.1

Dynatronics Announces Planned Resignation of John Krier as CEO; Brian Baker Appointed President and CEO Successor after Transition

Consistency of Executive Leadership Expected to

Provide Smooth Transition

EAGAN, MN / ACCESSWIRE / May 18, 2023 / Dynatronics Corporation (NASDAQ: DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced that Chief Executive Officer and Director John Krier has informed the Board of his intention to resign from the company by the end of September 2023 to pursue other professional interests.  Brian Baker, the company's current Chief Operating Officer, and former President and Chief Executive Officer, has accepted the role of President of Dynatronics effective immediately and will assume the titles of President, Chief Executive Officer, and Director upon Mr. Krier's official departure.

Management Transition

Commenting on the leadership changes, John Krier, Chief Executive Officer of Dynatronics, said, "Elevating Brian Baker to the role of President and subsequently Chief Executive Officer provides seamless executive leadership to our customers, employees, and shareholders.  It has been an intense three plus years leading Dynatronics through the impact of COVID-19 and clarifying our role in the markets we serve.  It is a good inflection point for the company, as well as for me." 

Resuming the role of President, Mr. Baker will be responsible for the leadership decisions that accompany day-to-day management of the organization.  Mr. Krier will continue to supervise Dynatronics' finance team and investor relations while the Company recruits a new Chief Financial Officer.

"I am honored to return as President and eventually Chief Executive Officer of Dynatronics and excited to work with our talented teams and long-standing customers in the Company's next chapter," said Mr. Baker.  "I am very familiar with all aspects of our organization based on all of my experience at Dynatronics, am 100% healthy, and engaged to lead the Company moving forward."

Erin Enright, Dynatronics Chairman of the Board added, "We have been extremely fortunate to have two executives of John and Brian's character, experience, and professional working relationship to guide our company.  Their working relationship will serve our customers, employees, and shareholders well as we make this transition. Along with our whole Board, I congratulate Brian on his expanded responsibilities and thank John for all of his significant contributions as he moves on to pursue the next chapter of his professional career," said Ms. Enright.

Brian Baker rejoined Dynatronics full-time as Chief Operating Officer in January 2022. Mr. Baker held the CEO position until July 2020 when he resigned due to health issues. Following his resignation as CEO, Mr. Baker continued as a Dynatronics Board of Directors member and a consultant to the Company until his appointment as Chief Operating Officer.

About Dynatronics Corporation

Dynatronics is a leading medical device company committed to providing high-quality restorative products designed to accelerate 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, hospitals, and consumers. The Company's products are marketed under a portfolio of high-quality, well-known industry brands including Bird & Cronin®, Solaris™, Hausmann®, Physician's Choice®, 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 timing of the reported management changes, the responsibilities of the affected management during the anticipated transition period,  the effects of the reported management transition on relationships with customers, employees and shareholders and the impact of such leadership transition on our business moving forward. 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.

Contact:

Dynatronics Corporation

Investor Relations

ir@dynatronics.com

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

Connect with Dynatronics on LinkedIn

SOURCE: Dynatronics Corporation

XML

Document and Entity Information Document	May 17, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	May 17, 2023
Document Period End Date	May 17, 2023
Amendment Flag	false
Entity Registrant Name	Dynatronics Corp.
Entity Address, Address Line One	1200 Trapp Rd, Eagan
Entity Address, City or Town	Minnesota
Entity Address, State or Province	UT
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
Trading Symbol	DYNT
Security Exchange Name	NASDAQ