S-3

As filed with the Securities and Exchange Commission on July 29, 2015 Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DYNATRONICS CORPORATION

(Exact name of Registrant as specified in its charter)

Utah	87-0398434
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

7030 Park Centre Dr.

Cottonwood Heights, Utah 84121

(801) 568-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kelvyn H. Cullimore, Jr.

Chief Executive Officer

Dynatronics Corporation

7030 Park Centre Dr.

Cottonwood Heights, Utah 84121

(801) 568-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kevin R. Pinegar

Wayne D. Swan

Durham Jones & Pinegar, P.C.

111 East Broadway, Suite 900

Salt Lake City, Utah 84111

(801) 297-1100 (Telephone) (801) 415-3500 (Fax)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price per Security(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock		122,000	$	3.55	$	433,100	$	50.33
Common Stock, underlying Preferred Stock		1,610,000	$	3.55	$	5,715,500	$	664.14
Common Stock, underlying Warrants		2,415,000	$	3.55	$	8,573,250	$	996.21
Total		4,147,000	$	3.55	$	14,721,850	$	1,710.68

(1)

Includes up to 1,610,000 shares of common stock issuable upon conversion of preferred stock and up to 2,415,000 shares of common stock issuable upon exercise of warrants, in addition to 122,000 shares of common stock previously issued and outstanding, that may be sold from time to time pursuant to this registration statement by the selling shareholders identified herein.  This registration statement also covers an indeterminate number of shares of common stock issued or issuable at the discretion of the registrant in payment of dividends on the preferred stock in lieu of cash dividends, which may be sold from time to time hereunder by the selling shareholders.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (g) under the Securities Act, based on the average of the high and low prices reported for the shares of common stock as reported on the Nasdaq Capital Market on July 27, 2015.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 29, 2015

PROSPECTUS

DYNATRONICS CORPORATION

122,000 Shares of Issued and Outstanding Common Stock

2,415,000 Shares of Common Stock Issuable upon

Exercise of Warrants

1,610,000 Shares of Common Stock Issuable upon

Conversion of Preferred Stock

The selling shareholders identified in this prospectus or their transferees may offer up to 4,147,000 shares of the common stock, no par value, (the “Common Stock”) of Dynatronics Corporation, including up to 2,415,000 shares of Common Stock issuable upon exercise of our A Warrants and B Warrants (collectively, the “Warrants”), up to 1,610,000 shares of our Common Stock issuable upon conversion of our Series A 8% Convertible Preferred Stock (the “Series A Preferred Stock”), and an undetermined number of shares of our Common Stock issued or issuable in lieu of cash dividends on the Series A Preferred Stock, from time to time under this prospectus and any prospectus supplement. We will not receive any proceeds from the sale of shares of Common Stock by the selling shareholders. We will receive cash from the exercise of the A Warrants.

We have paid the fees and expenses incident to the registration of the shares of Common Stock for sale by the selling shareholders. Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling shareholders will offer or sell any of the shares.

The selling shareholders may sell the shares covered by this prospectus in a number of different ways and at varying prices. For information on the possible methods of sale that may be used by the selling shareholders, you should refer to the section entitled “Plan of Distribution” beginning on page 10 of this prospectus.  You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of our securities.

Investing in our securities involves risk. Please see “Risk Factors” on page 4 for a discussion of certain risks that you should consider in connection with an investment in the securities.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “DYNT.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated                     , 2015.

TABLE OF CONTENTS

	Page
About This Prospectus		1
The Company		1
Where You Can Find More Information		1
Cautionary Statements Regarding Forward-Looking Statements		3
Risk Factors		4
Use of Proceeds		4
Selling Shareholders		4
Description of Capital Stock		7
Description of Warrants		10
Plan of Distribution		10
Legal Matters		12
Experts		12

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information in this prospectus or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the “SEC,” utilizing a shelf registration process. Under this shelf registration process, the selling shareholders may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings. Specific information about the offering may also be included in a prospectus supplement, which may update or change information included in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

Unless the context requires otherwise or unless otherwise noted, all references in this prospectus to “Dynatronics Corporation,” “Dynatronics,” “we,” “us” or “our” are to Dynatronics Corporation, a Utah corporation, and its consolidated subsidiary.

THE COMPANY

Our principal business is the distribution and marketing of physical medicine and aesthetic products, many of which we design and manufacture.  We manufacture and distribute a broad line of medical equipment for physical medicine applications including therapy devices, medical supplies and soft goods, treatment tables and rehabilitation equipment.  Our products are used primarily by physical therapists, chiropractors, sports medicine practitioners, podiatrists, physicians and other physical medicine professionals.

We also manufacture and distribute a line of aesthetic equipment including aesthetic massage and microdermabrasion devices, as well as skin care products.  These products are used by aestheticians, plastic surgeons, dermatologists and other aesthetic services providers.

Our principal executive offices are located at 7030 Park Centre Dr., Cottonwood Heights, Utah 84121, and our phone number is (801) 568-7000. Our website is located at http://www.Dynatronics.com. We make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus.

For additional information as to our business, properties, and financial condition, please refer to the documents cited in “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC (File No. 001-12719) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy any documents that are filed at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates from the Public Reference Section of the SEC at its Washington address. Please call the SEC at l-800-SEC-0330 for further information. Our filings are also available to the public through the SEC’s website at www.sec.gov.

The SEC allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information to you by referring you to documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The following documents we filed with the SEC pursuant to the Exchange Act are incorporated herein by reference:

• Our Quarterly Report on Form 10-Q for the quarter and nine months ended March 31, 2015;

• Our Quarterly Report on Form 10-Q for the quarter and six months ended December 31, 2014;

• Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014;

• Our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (as amended by Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended June 30, 2014 filed on October 28, 2014);

• Our Current Reports on Form 8-K filed on November 12, 2014, November 14, 2014, March 17, 2015, March 27, 2015, May 4, 2015, May 15, 2015, July 1, 2015, July 8, 2015, and July 22, 2015 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01);

• Our Definitive Proxy filed on Schedule 14A on May 18, 2015, relating to our Annual Meeting of Shareholders held June 29, 2015; and

• The description of our Common Stock contained in our registration statement on Form S-1, as amended, initially filed with the SEC and effective November 2, 1984 (No. 2-85045), including any amendment to that form that we may have filed in the past, or may file in the future, for the purpose of updating the description of our Common Stock.

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In addition, we incorporate by reference in this prospectus any future filings made by Dynatronics Corporation with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) after the date on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and until all offerings under this shelf registration statement are terminated.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost by writing or telephoning us at the following address and telephone number:

Dynatronics Corporation

Attention: Corporate Secretary

7030 Park Centre Dr.

Cottonwood Heights, Utah 84121

(801) 568-7000

Except as expressly provided above, no other information, including information on our website, is incorporated by reference into this prospectus. 

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in or incorporated by reference into this prospectus, or filings with the SEC and our public releases contain forward looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include those statements accompanied by or that otherwise include the words “may,” “could,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “predicts,” “target,” “goal,” “plans,” “objective,” “potential,” “should,” or similar expressions or variations on such expressions that convey the uncertainty of future events or outcomes. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and assumptions about future events. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements involve risk and uncertainties. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties:

• planned capital expenditures;

• our financial condition;

• business strategy including our ability to successfully integrate acquisitions and new products;

• the market for our products;

• volatility in the medical device and health care markets;

• financial market conditions and availability of capital;

• production;

• hedging arrangements;

• future cash flows and borrowings;

• litigation matters;

• pursuit of potential future acquisition opportunities;

• sources of funding for future acquisitions, business development and operations;

• general economic conditions, either nationally or in the jurisdictions in which we are doing business;

• legislative or regulatory changes, including medical device and other tax regimes, derivatives reform, changes in state and federal corporate taxes, changes in health care laws;

• the creditworthiness of our financial counterparties, customers and operation partners;

• the securities, capital or credit markets;

• our ability to repay our debt; and

• other factors discussed in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended June 30, 2014 and in our other public filings, press releases and discussions with our management.

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Any of these factors and other factors contained in this prospectus, any prospectus supplement or any documents incorporated by reference could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. Although we believe our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. Our assumptions about future events may prove to be inaccurate. We caution you that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure you that those statements will be realized or the forward-looking events and circumstances will occur. All forward-looking statements speak only as of the date of this prospectus.

We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into, this prospectus, including those included in our most recent Annual Report on Form 10-K and, if applicable, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in evaluating an investment in our securities. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.

USE OF PROCEEDS

The selling shareholders will receive all of the net proceeds from the sale of their Common Stock underlying the Series A Preferred Stock and the Warrants. We will not receive any of the proceeds from the sale of the Common Stock by the selling shareholders.

SELLING SHAREHOLDERS

This prospectus covers the offering for resale from time to time, in one or more offerings, up to 4,147,000 shares of Common Stock, including up to 2,415,000 shares of Common Stock issuable upon exercise of our A Warrants and B Warrants (the “Warrants”) owned by the selling shareholders, up to an aggregate of 1,610,000 shares of Common Stock issuable upon conversion of shares of our Series A 8% Convertible Preferred Stock Series A Preferred Stock (“Series A Preferred Stock”) owned by the selling shareholders, 122,000 issued and outstanding shares of Common Stock, and an undetermined number of shares of Common Stock issuable in lieu of cash dividends on the Series A Preferred Stock. The Series A Preferred Stock and the Warrants were obtained by the selling shareholders in connection with the issuance and sale by us of 1,610,000 units (“Units”), each Unit consisting of one share of our Series A Preferred Stock, one A Warrant, exercisable for cash only for the purchase of one share of Common Stock at a price of $2.75 per share, and one B Warrant exercisable in a cashless exchange for the purchase of one share of Common Stock at an exercise price of $2.75 per share, pursuant to a Purchase Agreement dated May 1, 2015.  The purchase price of each Unit was $2.50.  The closing of the purchase of the Units and the issuance of the Series A Preferred Stock and the Warrants took place on June 30, 2015.

The following table sets forth information relating to the selling shareholders as of July 8, 2015, based on information supplied to us by the selling shareholders on or prior to that date. We have not sought to verify such information. Information concerning the selling shareholders may change over time, including by addition of additional selling shareholders and, if necessary, we will supplement this prospectus accordingly. The selling shareholders may hold or acquire at any time Common Stock in addition to that offered by this prospectus and may have acquired additional Common Stock since the date on which the information reflected herein was provided to us. Additionally, the selling shareholders may have sold, transferred or otherwise disposed of some or all of the Series A Preferred Stock, Common Stock or Warrants listed below in exempt transactions since the date on which the information was provided to us and may in the future sell, transfer or otherwise dispose of some or all of their Common Stock, Warrants or Series A Preferred Stock in private placement transactions exempt from, or not subject to, the registration requirements of the Securities Act. We are registering the shares to permit the selling shareholders to offer these shares of Common Stock for resale from time to time. Because the selling shareholders may sell all, some or no part of their respective shares of Common Stock covered by this prospectus, we cannot estimate the number of shares of Common Stock that will be held by the selling shareholders upon the termination of this offering.  Unless otherwise indicated in the notes to the Table, the mailing address of the selling shareholders is c/o Dynatronics Corporation, 7030 Park Centre Dr., Cottonwood Heights, UT 84121.

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	Shares of Common Stock Beneficially Owned Prior		Number of  Shares Being		Shares of Common Stock  Beneficially Owned After the  Offering (1)(3)(5)(6)
Selling Shareholder	to the Offering (1)		Offered		Number		Percent
Baker, Brian (2)		200,000		200,000		0		-
Burnham Securities(3)		17,500		17,500		0		-
Cardon, Bob and Sheryl, JTWROS(4)		35,700		25,000		10,700		*
Essig, Stuart M.(5)		2,200,000		2,200,000		0		-
FMV Capital Markets, LLC(6)		1,750		1,750		0		-
Henneman, John and Rowden, Keryl (7)		200,000		200,000		0		-
Ladenburg Thalmann & Co. Inc.(8)		52,000		52,000		0		-
Larkin, Brian M.(9)		100,000		100,000		0		-
McClory, Daniel J.(10)		17,500		17,500		0		-
Primo, Craig(11)		28,000		28,000		0		-
Provco Ventures I, LP (12)		1,000,000		1,000,000		0		-
Siposs, Allan(13)		5,250		5,250		0		-
Stergis, Nicholas and Jennifer, Tenancy by the Entirety		100,000		100,000		0		-
Sullivan, James		100,000		100,000		0		-
Von Jako, Christopher		100,000		100,000		0		-

(1)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock that can be acquired under Series A Preferred Stock, Warrants or options that are currently exercisable, or which will become exercisable no later than 60 days after July 8, 2015, are deemed outstanding for the purposes of computing the percentage of the person holding such securities, but not deemed outstanding for the purposes of computing the percentage of any other person. Except as indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown beneficially owned by them. In each case, the number of shares of Common Stock shown in the table above assumes full conversion of the Series A Preferred Stock and exercise of all Warrants, and includes Common Stock that would be held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Table excludes an indeterminate number of shares of Common Stock that may be issued in the future at our discretion in payment of dividends on the Series A Preferred Stock, in lieu of cash dividend payments.
(2)	Based on information provided in Schedule 13G, filed July 10, 2015. The address of this shareholder is c/o Seaspine Holdings Corporation, 2302 La Mirada Drive, Vista, CA 92081.
(3)	Burnham Securities Inc. is a registered broker-dealer in New York and received these shares of Common Stock as consideration for services provided to the Company. The address of the shareholder is 40 West 57th Street, 28th Floor, New York, NY 10019.

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(4)	Mr. Cardon is our Vice President of Administration.  Amount beneficially owned includes 8,700 shares of Common Stock owned directly by Mr. Cardon, 2,000 shares issuable upon exercise of stock options granted to Mr. Cardon under an equity incentive award plan, 10,000 shares issuable upon conversion of shares of Series A Preferred Stock jointly held by Mr. Cardon and his wife, and 15,000 shares issuable upon exercise of Warrants, also jointly held by Mr. and Mrs. Cardon. Only the shares issuable upon conversion of the Series A Preferred Stock and the exercise of the Warrants may be offered by Mr. and Mrs. Cardon under this prospectus.
(5)	Mr. Essig is the husband of Erin S. Enright, a Preferred Director (see “Series A 8% Convertible Preferred Stock” on page 8, below) and member of our board of directors. Shares offered hereby include 880,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock owned of record by Mr. Essig, and 1,320,000 shares issuable upon exercise of Warrants held by Mr. Essig. Based on information provided in Schedule 13D filed by Mr. Essig on July 10, 2015.  Mr. Essig has sole voting and dispositive power of all shares; neither Ms. Enright nor Prettybrook Partners, LLC has shared voting or dispositive power over these shares. The address of this shareholder is 311 C, Enterprise Drive, Plainsboro, NJ 08536.
(6)	FMV Markets received these shares of Common Stock as partial consideration for financial advisory services provided under a written engagement agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.  The address of this shareholder is 3333 Michelson Drive, Suite 900, Irvine, CA 92612.
(7)	Based on information provided in Schedule 13G filed on July 10, 2015. The address of these shareholders is 311 C, Enterprise Drive, Plainsboro, NJ 08536.
(8)	Ladenburg Thalmann received these shares as partial consideration for financial advisory services provided under a written engagement agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.  The address of this shareholder is 999 Vanderbilt Beach Rd. Suite 200, Naples, FL 34108.
(9)	Mr. Larkin is a Preferred Director and member of our board of directors.  Shares offered hereby include 40,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock and 60,000 shares of Common Stock issuable upon exercise of Warrants held by Mr. Larkin.
(10)	Mr. McClory is a Managing Director of Burnham Securities Inc. These shares were issued as consideration for advisory services provided by Mr. McClory to the Company.  The address of this shareholder is 37 Cardiff, Laguna Niguel, CA 92677.
(11)	Mr. Primo is Managing Director of FMV Capital Markets. These shares were issued as part of the consideration paid by us to FMV Capital Markets under the engagement agreement discussed in note 5, above.  The address for Mr. Primo is 1621 Cutter Lane, Park City, UT 84098.
(12)	The General Partner of Provco Ventures I, LP is Provco, LLC.  The sole member of Provco, LLC is Richard E. Caruso, Ph.D. Based on information provided in Schedule 13D filed by Provco Ventures I, LP on July 10, 2015.  The address of this shareholder is 311 C, Enterprise Drive, Plainsboro, NJ 08536.
(13)	Mr. Siposs is Managing Director and Head of FMV Capital Markets.  These shares were issued as part of the consideration paid by us to FMV Capital Markets under the engagement agreement discussed in note 5, above. The address of this shareholder is 6308 Camino Marinero, San Clemente, CA 92673.

The selling shareholders will be responsible for their own legal fees and expenses and for any underwriting fees, discounts and commissions due to brokers, dealers or agents. We will be responsible for all other offering expenses.

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Each time a selling shareholder sells any securities offered by this prospectus, the selling shareholder is required to provide you with this prospectus and, to the extent required, a related prospectus supplement containing specific information about such selling shareholder and the terms of the securities being offered in the manner required by the Securities Act. Any prospectus supplement will, to the extent required, set forth the following information with respect to the selling shareholder:

• the name of the selling shareholder;

• the nature of any position, office or other material relationship that the selling shareholder has had within the last three years with us, our predecessors or any of our affiliates;

• the amount of Common Stock owned by the selling shareholder prior to the offering;

• the amount of Common Stock to be offered for the selling shareholder’s account; and

• the amount and (if one percent or more) the percentage of Common Stock to be beneficially owned by the selling shareholder after the completion of the offering.

No offer or sale may occur unless the registration statement that includes this prospectus has been declared effective by the SEC and remains effective at the time a selling shareholder offers or sells Common Stock. We are required, under certain circumstances, to update, supplement or amend this prospectus to reflect material developments in our business, financial position and results of operations and may do so by an amendment to this prospectus, a prospectus supplement or a future filing with the SEC incorporated by reference in this prospectus.

DESCRIPTION OF CAPITAL STOCK

The following descriptions are summaries of material terms of our Common Stock, preferred stock, articles of incorporation and bylaws. This summary is qualified by reference to our articles of incorporation, bylaws and the designation of our Series A Preferred Stock (“Certificate of Designation”), which are filed as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable law.

As of July 8, 2015, our authorized capital stock was 55,000,000 shares. Those shares consisted of (a) 5,000,000 shares of preferred stock, no par value, of which 2,000,000 shares are designated as Series A Preferred Stock, 1,610,000 shares of which were issued and outstanding; and (b) 50,000,000 shares of Common Stock, no par value, of which 2,520,839 shares were issued and outstanding. In addition, as of July 8, 2015, (a) at least 1,610,000 shares of Common Stock were reserved for issuance pursuant to the conversion of our Series A Preferred Stock, (b) at least 2,415,000 shares of Common Stock were reserved for issuance pursuant to our Warrants, (c) 256,352 shares of Common Stock were reserved for issuance pursuant to unexercised options granted under our stock option plans with a weighted average exercise price of $3.86 per share, and (d) 104,000 shares of Common Stock were outstanding but unvested pursuant to restricted stock awards.

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Common Stock

Subject to any special voting rights of any series of preferred stock that we may issue in the future, each share held of record of Common Stock has one vote on all matters voted on by our stockholders, including the election of our directors. Because holders of Common Stock do not have cumulative voting rights, the holders of a majority of the shares of Common Stock can elect all of the members of the board of directors standing for election, subject to the rights, powers and preferences of any outstanding series of preferred stock.

No share of Common Stock affords any preemptive rights or is convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase fund. Holders of Common Stock will be entitled to dividends in the amounts and at the times declared by our board of directors in its discretion out of funds legally available for the payment of dividends.

Holders of Common Stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor, subject to any dividend preferences of any outstanding shares of preferred stock. Holders of Common Stock will share equally in our assets on liquidation after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. All outstanding shares of Common Stock are fully paid and non-assessable. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “DYNT.”

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Interwest Transfer Company.

Preferred Stock

As of the date of this prospectus, we have 3,000,000 shares of authorized but unissued preferred stock that are undesignated, and 2,000,000 shares of authorized preferred stock designated as our Series A 8% Convertible Preferred Stock, as discussed below.

At the direction of our board of directors, we may issue shares of preferred stock from time to time. Our board of directors may, without any action by holders of our Common Stock:

· adopt resolutions to issue preferred stock in one or more classes or series;

· fix the number of shares constituting any class or series of preferred stock; and

· establish the rights of the holders of any class of preferred stock.

The rights of any class or series of preferred stock may include, among others:  

· general or special voting rights;

· preferential liquidation or preemptive rights;

· preferential cumulative or noncumulative dividend rights;

· redemption or put rights; and

· conversion or exchange rights.

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We may issue shares of, or rights to purchase, preferred stock, the terms of which might:  

· adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, the Common Stock;

· discourage an unsolicited proposal to acquire us; or

· facilitate a particular business combination involving us.

Any of these actions could discourage a transaction that some or a majority of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their stock over its then market price.

Series A 8% Convertible Preferred Stock

As of the date of this prospectus, we had 2,000,000 shares of preferred stock designated as our Series A 8% Convertible Preferred Stock (“Series A Preferred Stock”), of which 1,610,000 shares were issued and outstanding. The liquidation preference is $2.50 per share of Series A Preferred Stock, plus accumulated and unpaid dividends. Dividends are payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning October 1, 2015.  The date the shares of Series A Preferred Stock are first issued is referred to as the Original Issue Date.

As of the date of this prospectus, each share is convertible at the option of the holder into one share of Common Stock at any time, which is equivalent to an initial conversion price of $2.50 per share of Common Stock. At the Series A Preferred Stock shareholder’s election, the Series A Preferred Stock held by such shareholder is subject to a provision prohibiting the conversion of such Series A Preferred Stock to the extent that, after giving effect to such conversion, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of our outstanding Common Stock.

We have the right to convert one-half of the then outstanding Series A Preferred Stock into Common Stock on a 1:1 basis if all of the following conditions have been met: (1) the Common Stock has a bid price of at least $7.50 per share on each of the 40 trading days  prior to the date in question; (2) the daily trading volume for the prior 90 trading days exceeds 30,000 shares; and (3) we are listed in good compliance on Nasdaq (or another national exchange) at the time of conversion, and certain other conditions have been met.  We have the right to convert all remaining outstanding Series A Preferred Stock into Common Stock on a 1:1 basis if all of the following conditions have been met: (1) the Common Stock has a bid price of at least $10.00 per share on each of the 40 trading days  prior to the date in question; (2) the daily trading volume for the prior 90 trading days exceeds 50,000 shares; and (3) we are listed in good compliance on Nasdaq (or another national exchange) at the time of conversion and certain other conditions have been met.

The Series A Preferred Stock votes on an as-converted basis, one vote for each share of Common Stock issuable upon conversion of the Series A Preferred Stock, provided, however, that no holder of Series A Preferred Stock shall be entitled to cast votes for the number of shares of Common Stock issuable upon conversion of such Series A Preferred Stock held by such holder that exceeds the quotient of (x) the aggregate purchase price paid by such holder of Series A Preferred Stock for its Series A Preferred, divided by (y) the greater of (i) $2.50 and (ii) the market price of the Common Stock.

Under the Purchase Agreement and during the period defined therein as the “Director Rights Period”: (i) our board of directors may be increased from five members to seven members, and (ii) the holders of the Series A Preferred Stock may appoint up to three members of the board of directors (the “Preferred Directors”).  The Preferred Directors are to be elected solely by the holders of the Series A Preferred Stock and serve their terms subject to removal or replacement by the holders of the Series A Preferred Stock at any time during the Director Rights Period and subject to the terms and conditions of the Certificate of Designation.  On July 8, 2015, our board of directors was increased to seven members and Erin S. Enright and Brian M. Larkin were appointed to the board of directors as Preferred Directors.

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Upon the occurrence of certain triggering events defined in the Certificate of Designation, the holders of the Series A Preferred Stock may require that we redeem, for cash or for stock as the case may be, all or part of the outstanding shares of Series A Preferred Stock.

DESCRIPTION OF WARRANTS

On May 1, 2015, we entered into the Purchase Agreement for the sale of 1,610,000 Units, which included the Warrants. The transaction was closed and the Units were issued on June 30, 2015.

Each A Warrant entitles the holder thereof to purchase one share of Common Stock for cash at an exercise price of $2.75 per share, subject to customary anti-dilution adjustments. Each B Warrant entitles the holder thereof to purchase one share of Common Stock, exercisable by means of a “cashless exercise”.  The Warrants are exercisable for a period of 72 months.  Each holder’s A Warrants must be exercised before any of its B Warrants may be exercised.

At the election of the warrant holder, the Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the outstanding Common Stock of the Company. Such restriction does not apply to a Warrant holder unless that Warrant holder elects to be bound by the 4.99% limitation.

PLAN OF DISTRIBUTION

We are registering an aggregate of 4,147,000 shares of Common Stock held by or issuable to the selling shareholders identified in this prospectus pursuant to registration rights granted to the selling shareholders under certain agreements.  We are also registering an indeterminate number of shares of Common Stock that may be issued in the future at our discretion in payment of dividends under the Series A Preferred Stock, in lieu of cash dividends.

The selling shareholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Stock Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.  These sales may be at fixed or negotiated prices.  A selling shareholder may use any one or more of the following methods when selling securities:

• ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;

• block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker dealer as principal and resale by the broker dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• settlement of short sales;

• in transactions through broker dealers that agree with the selling shareholders to sell a specified number of such securities at a stipulated price per security;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

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The selling shareholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker dealers engaged by the selling shareholders may arrange for other broker dealers to participate in sales.  Broker dealers may receive commissions or discounts from the selling shareholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume.  The selling shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.  The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each selling shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.  The Company has agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling shareholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the selling shareholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.  The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the selling shareholders or any other person.  We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock offered in this prospectus. The selling shareholders will bear any brokerage commissions and similar selling expenses that may result from their resale of the shares of Common Stock offered in this prospectus.

Some of the underwriters, dealers or agents used by the selling shareholders in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us and/or the selling shareholders, as applicable, or affiliates of ours and/or theirs, as applicable, in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us and/or the selling shareholders to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed by us and/or such selling shareholders for certain expenses.

Any securities initially sold outside the United States may be resold in the United States through underwriters, dealers or otherwise.

Any underwriters to which offered securities are sold by the selling shareholders for public offering and sale may make a market in such securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time.

To comply with the securities laws of some states, if applicable, the securities may be sold in jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

LEGAL MATTERS

Our legal counsel, Durham Jones & Pinegar, Salt Lake City, Utah, will pass upon certain legal matters in connection with certain of the offered securities. Legal counsel to any underwriters may pass upon legal matters for such underwriters.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2013 have been so incorporated in reliance on the report of Larson & Company, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2014 have been so incorporated in reliance on the report of Mantyla McReynolds, LLC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates. The selling shareholders will not bear any portion of such expenses.

Securities and Exchange Commission registration fee	$	1,710.68
Legal fees and expenses		10,000.00*
Accounting fees and expenses		5,000.00*
Printing expenses		**
Miscellaneous		2,000.00*
Total	$	18,710.68

*  Estimated.

** These fees are calculated at least in part based on the amount of securities offered and accordingly cannot be estimated at this time.

Item 15.   Indemnification of Directors and Officers.

Section 16-10a-841 of the Utah Revised Business Corporation Act (the “Revised Act”) allows a Utah corporation to provide, in its articles of incorporation, bylaws or by shareholder resolution, for the elimination or limitation of personal liability of a director to the corporation or to its shareholders for monetary damages for any action or omission, as a director, except (i) liability for a financial benefit received by a director to which he was not entitled, (ii) intentional infliction of harm on the corporation or the shareholders, (iii) an unlawful distribution to shareholders in violation of the Revised Act, and (iv) intentional violation of criminal law.

Section 16-10a-902 of the Revised Act provides that a Utah corporation may indemnify any individual made a party to a proceeding because he or she is or was a director, against liability incurred in the proceeding, if: (a) the director’s conduct was in good faith, (b) the director reasonably believed that his or her conduct was in, or not opposed to, the corporation’s best interests; and (c) in the case of any criminal proceeding, the director had no reasonable cause to believe such conduct was unlawful; provided, however, that a corporation may not indemnify a director under Section 16-10a-902 if the director was adjudged liable to the corporation in a proceeding by or in the right of the corporation or adjudged liable for deriving an improper personal benefit.  All indemnification is limited to reasonable expenses only.

Section 16-10a-903 of the Revised Act provides that, unless limited by its articles of incorporation, a Utah corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which the director was a party because he or she is or was a director of the corporation, against reasonable expenses incurred in connection with the proceeding or claim with respect to which the director has been successful.

In addition to the indemnification provided by Sections 902 and 903, Section 6-10a-905 of the Revised Act provides that, unless otherwise limited by a corporation’s articles of incorporation, a director may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.

Under Section 16-10a-904 of the Revised Act, a Utah corporation may pay for or reimburse the reasonable expenses incurred by a director in advance of final disposition of the proceeding if the director furnishes the corporation a written affirmation of his or her good faith belief that the director has met the applicable standard of conduct, provides a written undertaking personally binding the director to pay the advance if it is ultimately determined that he or she did not meet the standard of conduct, and a determination is made that the facts then known to those making a determination would not preclude indemnification.  The director’s undertaking need not be secured and may be accepted without reference to financial ability to make repayment.  Section 16-10a-906 prohibits a corporation from making any discretionary indemnification, payment or reimbursement of expenses unless a determination has been made that the director has met the applicable standard of conduct.

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The determination required under Sections 16-10a-904 and 16-10a-906 of the Revised Act must be made as follows: (1) by a majority vote of a quorum of the board of directors who are not parties to the proceeding; (2) if a quorum cannot be obtained as contemplated by (1), above, by a majority vote of a committee of two or more members of the board of directors who are not parties to the proceeding and are designated by the board of directors; (3) by special legal counsel selected by a quorum of the board of directors or its committee composed of persons determined in the manner prescribed in (1) or (2), above, or if a disinterested quorum of the board of directors or committee is not possible, then selected by a majority vote of the full board of directors, or (4) by a majority of the shareholders entitled to vote by person or proxy at a meeting.

Section 16-10a-907 of the Revised Act provides that, unless a corporation’s articles of incorporation provide otherwise, (i) an officer of the corporation is entitled to mandatory indemnification under Section 903 and is entitled to apply for court-ordered indemnification under Section 905, in each case to the same extent as a director, (ii) a corporation may indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as a director, and (iii) a corporation may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

Section 16-10a-908 of the Revised Act provides that a corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation or who, while serving as a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or other person, or of an employee benefit plan against liability asserted against or incurred by the individual in that capacity or arising from his status as such, whether or not the corporation would have the power to indemnify him or her against the same liability under Sections 902, 903 or 907 of the Revised Act.

Section 16-10a-909 of the Revised Act provides that a provision treating a corporation’s indemnification of or advance for expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors or in a contract, (except an insurance policy), or otherwise, is valid only if and to the extent the provision is not inconsistent with Sections 901 through 909 of the Revised Act.  If the articles of incorporation limit indemnification or advancement of expenses, indemnification and advancement of expenses are valid only to the extent not inconsistent with the articles.

The registrant’s Articles of Incorporation, as amended, provide that, to the fullest extent permitted by the Revised Act or any other applicable law, a director of the registrant will not be personally liable to the registrant or its shareholders for monetary damages for any action taken or failure to take any action as a director, except liability for (a) the amount of a financial benefit received by a director to which he is not entitled, (b) an intentional infliction of harm on the registrant or its shareholders, (c) a violation of Section 16-10a-842 of the Revised Act (regarding unlawful distributions) or (d) an intentional violation of criminal law.

The Articles of Incorporation also provide that, to the fullest extent permitted by the Revised Act or other applicable law, (a) the registrant will indemnify a person made or threatened to be made a party to any action for all liabilities and expenses incurred by such person in connection with such action because such person is or was a director or officer of the registrant or served at the request of the registrant as a director, officer, partner, trustee, employee, fiduciary or agent of another entity and (b) the registrant will advance expenses to such person in advance of a final disposition of such action.

The Articles of Incorporation further provide that neither an amendment nor repeal of such provisions of the registrant’s Articles of Incorporation, nor the adoption of a provision of the registrant’s Articles of Incorporation that is inconsistent with such provisions, will eliminate or reduce the effect of such provisions with respect to any matter that occurs or action or proceeding that accrues or arises prior to such amendment or repeal of such provisions or the adoption of a provision that is inconsistent with such provisions.

The registrant’s Bylaws require the Registrant to indemnify any individual made a party to a proceeding because the individual is or was a director of the Registrant, against liability incurred in the proceeding, but only if the Registrant has authorized the payment in accordance with Section 16-10a-906(4) of the Revised Act and a determination has been made in accordance with the procedures set forth in Section 16-10a-906(2) of the Revised Act that the individual has met the standards of conduct set forth in items (a), (b), and (c) below.

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(a)  Standard of Conduct.  The Registrant is required to indemnify the individual if the Registrant determines that:

(1)  the individual’s conduct was in good faith; and

(2)  the individual reasonably believed that the individual’s conduct was in, or not opposed to, the Registrant’s best interests; and

(3)  in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.

(b)  The Registrant may not indemnify an individual:

(1)  in connection with a proceeding by or in the right of the Registrant in which the individual was adjudged liable to the Registrant; or

(2)  in connection with any other proceeding charging that the individual derived an improper personal benefit, whether or not involving action in the individual’s official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

(c)  Indemnification permitted under the Bylaws in connection with a proceeding by or in the right of the Registrant is limited to reasonable expenses incurred in connection with the proceeding.

The Bylaws also provide that if a determination is made following the procedures of Section 16-10a-906(2) of the Revised Act that the individual has met the following requirements; and if an authorization of payment is made, following the procedures and standards set forth in Section 16-10a-906(4) of the Revised Act, then unless otherwise provided in the Articles of Incorporation, the Registrant shall pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he is or was a director of the Registrant in advance of final disposition of the proceeding, if:

(a)  The individual furnishes to the Registrant a written affirmation of the individual’s good faith belief that the individual has met the standard of conduct described above;

(b)  The individual furnishes to the Registrant a written undertaking, executed personally or on the individual’s behalf, to repay the advance if it is ultimately determined that the individual did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the individual but need not be secured and may be accepted without reference to financial ability to make repayment); and

(c)  a determination is made that the facts then known to those making the determination would not preclude indemnification under the Bylaws or Part 9 of the Revised Act.

Unless otherwise provided in the Articles of Incorporation, the Bylaws require the Registrant to indemnify and advance expenses to any individual made a party to a proceeding because the individual is or was an officer, employee, fiduciary, or agent of the Registrant to the same extent as to an individual made a party to a proceeding because the individual is or was a director of the Registrant, or to a greater extent, if not inconsistent with public policy, if provided for by general or specific action of the Board of Directors.

The foregoing description is necessarily general and does not describe all details regarding the indemnification of officers, directors or controlling persons of the registrant.

Item 16.   Exhibits.

The exhibits required to be filed as a part of this Registration Statement are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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Item 17.  Undertakings.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)  That, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8)  The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cottonwood Heights, State of Utah, on July 29, 2015.

DYNATRONICS CORPORATION
By:	/s/    KELVYN H. CULLIMORE
	Kelvyn H. Cullimore
	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Kelvyn H. Cullimore and Larry K. Beardall, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 29, 2015.

Name	Title	Date
/S/ Kelvyn H. Cullimore Kelvyn H. Cullimore	Chairman, President and Chief Executive Officer (Principal Executive Officer)	7/29/15
/S/ Terry M. Atkinson Terry M. Atkinson	Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)	7/29/15
/s/ Larry K. Beardall Larry K. Beardall	Executive Vice President, Director	7/29/15
/s/ Howard L. Edwards Howard L. Edwards	Director	7/29/15
/s/ Erin S. Enright Erin S. Enright	Director	7/29/15
/s/Brian M. Larkin Brian M. Larkin	Director	7/29/15
/s/ Richard Linder Richard Linder	Director	7/29/15
/s/ R. Scott Ward R. Scott Ward	Director	7/29/15

18

INDEX TO EXHIBITS

Exhibit	Description
3.1	Articles of Incorporation of Dynatronics Laser Corporation, incorporated by reference to Registration Statement on Form S-1 (no. 2-85045) filed and effective November 2, 1984.
3.2	Articles of Amendment to Articles of Incorporation dated November 18, 1993, incorporated by reference to Annual Report on Form 10-KSB, filed September 28, 1995.
3.3	Articles of Amendment to Articles of Incorporation, incorporated by reference to Current Report on Form 8-K, filed December 18, 2012.
3.4	Articles of Amendment to Articles of Incorporation, incorporated by reference to Current Report on Form 8-K, filed July 1, 2015.
3.5	Amended and Restated Bylaws, adopted July 20, 2015, incorporated by reference to Current Report on Form 8-K, filed July 22, 2015.
4.1	Form of certificate representing common stock, no par value, incorporated by reference to a Registration Statement on Form S-1 (No. 2-85045) filed with the Securities and Exchange Commission and effective November 2, 1984.
4.2	Form of certificate representing Series A 8% Convertible Preferred Stock
4.3	Form of certificate of designations for Series A 8% Convertible Preferred Stock, incorporated by reference to Current Report on Form 8-K filed on July 1, 2015 (see Exhibit 3.4, above).
4.4	Form of A Warrant, incorporated by reference to Current Report on Form 8-K filed on July 1, 2015.
4.5	Form of B Warrant, incorporated by reference to Current Report on Form 8-K filed on July 1, 2015.
5	Opinion of Legal Counsel as to legality of securities being registered
10.1	Engagement Agreement with Ladenburg Thalmann, as amended
10.2	Engagement Agreement with FMV Capital Markets, as amended
23.1	Consent of Legal Counsel (contained in Exhibit 5)
23.2	Consent of Independent Registered Public Accounting Firm Larson & Company
23.3	Consent of Independent Registered Public Accounting Firm Mantyla & McReynolds
24	Power of Attorney (included on Signature Page)

19

EX-4.2

Exhibit 4.2

EX-5

Exhibit 5

EX-10.1

Exhibit 10.1

Strictly Confidential

August 6, 2014

Kelvin H. Cullimore

President and Chief Executive Officer

Dynatronics Corp.

7030 Park Centre Drive

Salt Lake City, UT 84121

INVESTMENT BANKING AGREEMENT

Dear Mr. Cullimore:

We are pleased to confirm our mutual understanding regarding the retention of Ladenburg Thalmann & Co. Inc. (“Ladenburg”) by Dynatronics Corp. and its subsidiaries, affiliates, beneficiaries, successors and assigns (collectively, the “Company”), subject to the terms and conditions of this agreement (the “Agreement”).

1.   Purpose of Engagement.  Ladenburg will assist the Company as its exclusive placement agent in connection with a proposed securities offering and sale by the Company of up to $10 million of shares of Company’s Securities (including but not limited to, convertible preferred stock, common stock, warrants to purchase common stock and/or any other Company Securities (the "Securities") (the "Transaction").

Ladenburg and the Company agree and acknowledge that this Agreement should not be construed as a firm commitment or guarantee of any Transaction.  It is acknowledged and agreed that the decision to consummate a Transaction shall be in the Company’s sole and absolute discretion.  The Company further acknowledges that Ladenburg is also acting as a financial advisor to Liventa Biosciences, Inc., in connection with the merger of Liventa Biosciences and the Company.

2.   Term of Engagement.  The term of our engagement hereunder shall be for a period commencing on the date hereof and expiring twelve months from the date hereof (the “Term”).  The provisions of Paragraphs 4 and 5 and Exhibit A, which is attached hereto and incorporated herein, shall survive any termination or expiration of this Agreement.

3.   Terms of Transaction.  The terms of the Transaction will be described more fully in a Placement Agent Agreement ("Placement Agent Agreement"), which the Company and Ladenburg will negotiate in good faith.  No party shall have any obligation to execute a Placement Agent Agreement and any determination to do so shall be in the sole and absolute discretion of each party.

Dynatronics Corp.

August 6, 2014

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4.   Compensation.  In consideration for our services described above, Ladenburg shall be entitled to receive, and the Company agrees to pay Ladenburg, the following compensation:

a)   Transaction Fee.  The Placement Agent Agreement will provide for the payment of the following fees to Ladenburg upon the consummation of a Transaction (the “Transaction Fee”):

(i)   A cash fee equal to 8% of the total gross cash consideration paid to the Company on the closing of the Transaction, payable by wire transfer at the closing of the Transaction.

(ii)   Warrants (the "Warrants") issued by the Company at the Closing to Ladenburg or its designees (as permitted by FINRA Rule 5110(g)) to purchase the number of shares of Common Stock that is equivalent to 5% of the number of shares of Common Stock sold in the Transaction, at an exercise price equal to 125% of the per share equivalent paid in the Transaction by investors.  The Warrants shall contain a traditional, “broker-assisted cashless exercise” provision, and a piggyback registration rights provision for the life of such Warrants, but shall not contain any price-based anti-dilution provisions. The Warrants shall have a term expiring 5 years from the closing of the Transaction.  The number of Warrants issuable at the Closing shall be subject to reduction to whatever extent necessary to comply with the compensation limits imposed by FINRA Rule 5110.

b)   Fee Obligation.  If during the Term,or within one year after the date of termination or expiration of this Agreement, the Securities or securities convertible into or exchangeable for the Securities are sold by the Company to Investors contacted by Ladenburg (the “Ladenburg Contacts”), then the Company shall pay to Ladenburg, at the time of each such sale, the fees set forth in this Paragraph 4 with respect to any such sale.   Upon termination of this Agreement and at the request of the Company, Ladenburg will provide the Company with a list of investors contacted by Ladenburg in its capacity as placement agent hereunder.  In order to facilitate this, Ladenburg will keep a working list with feedback from each investor contacted and share this list with the Company.

5.   Securities Offerings.   Following a closing of a Transaction, if at any time from twelve months following the date of such closing, should the Company, in its sole discretion, propose to effect a further financing, the Company shall offer to Ladenburg the opportunity to participate as a lead underwriter or lead placement agent (with the percentage of such participation in the syndicate by Ladenburg to be determined pursuant to a definitive agreement or engagement agreement to be negotiated between the Company and Ladenburg) in respect of such financing on terms and conditions mutually acceptable to the Company and Ladenburg.  Ladenburg may decline such participation interest in its sole and absolute discretion and will notify the Company as to its decision as to whether to participate no later than the fifth business day following notification of such proposed financing.  The terms of such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by Ladenburg, market conditions, the absence of adverse change to the Company’s business or financial condition, approval of Ladenburg’s internal committee and any other conditions that Ladenburg may reasonably deem appropriate for transactions of such nature.  The Company will notify Ladenburg in writing of its intention to pursue such further financing, and Ladenburg will advise the Company promptly of Ladenburg’s election to participate in such financing (but in no event no later than five (5) business days following the Company’s notice to Ladenburg).  If such proposed financing is not accepted by Ladenburg, Ladenburg shall forfeit its rights to the fees set forth in Section 4(b), above, with respect to any Ladenburg Contacts who elect to purchase in such proposed financing.  In addition, if such proposed financing is not accepted by Ladenburg, but later materially modified as to the scope and nature of the proposed financing, the Company will re-submit such then proposed financing in writing to Ladenburg and Ladenburg will be subject to the same five (5) business day notice provision to advise of its election to participate in the proposed financing.  Ladenburg’s election not to participate with respect to a particular proposed financing will not adversely affect its rights hereunder with respect to any other proposed equity financing of the Company during the twelve month period referred to above.

Dynatronics Corp.

August 6, 2014

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6.   Reimbursement of Expenses.  In addition to the fees described inparagraph 4 above, the Company agrees to reimburse Ladenburg promptly, upon request from time to time, for all reasonable, out-of-pocket expenses incurred by Ladenburg (including travel, databases, fees and disbursements of counsel, and of other consultants and advisors retained by Ladenburg, etc.), in connection with the matters contemplated by this Agreement; provided that any single expense of more than $3,000 shall be subject to the prior approval of the Company.

We look forward to formalizing our business relationship.  If the foregoing and the attached Exhibit A correctlyset forth our agreement, please execute theenclosed copy of this letter in the space provided and return it to us.

Very truly yours,

LADENBURG THALMANN & CO. INC.

By:_______________________

Name:  Nicholas Stergis

Title:    Managing Director

Confirmed and agreed to this ___ day of August, 2014

DYNATRONICS CORP.

By:________________________

Name:  Kelvyn H. Cullimore, Jr.

Title:  President and CEO

Ladenburg Thalmann & Co. Inc.

4400 Biscayne Boulevard, 14TH Floor

Miami, FL 33137

Phone 305.572.4200   ·   Fax 305.572.4220

MEMBER NYSE, NYSE Amex, FINRA, SIPC

Dynatronics Corp.

August 6, 2014

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EXHIBIT A

(A)   Representations of the Company.  The Company hereby represents and warrants that any and all information supplied hereunder to Ladenburg in connection with any and all services to be performed hereunder by Ladenburg for and on behalf of the Company shall be, to the best of the Company’s knowledge, true, complete and correct as of the date of such dissemination and shall not fail to state a material fact necessary to make any of such information not misleading.  The Company hereby acknowledges that the ability of Ladenburg to adequately provide services as described herein is dependent upon the prompt dissemination of accurate, correct and complete information to Ladenburg.  The Company further represents and warrants hereunder that this Agreement has been duly and validly authorized by all requisite corporate action; that the Company has the full right, power and capacity to execute, deliver and perform its obligations hereunder; that this Agreement, upon execution and delivery of the same by the Company, will represent the valid and binding obligation of the Company enforceable in accordance with its terms; and that the execution and delivery of this Agreement and the performance by the Company of its terms will not result in any violation of, or be in conflict with, or constitute a default under, the Company’s charter documents, any agreement or instrument to which the Company is a party or the Company’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to the Company.  In addition, the Company agrees that it will notify Ladenburg promptly if any of the foregoing representations cease to be accurate at any time during the period of Ladenburg’s engagement hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.  Ladenburg shall have the benefit of, and shall be an intended third party beneficiary of, the identical representations and warranties provided to a purchaser of Securities in a securities purchase agreement or similar document entered into in connection with a Transaction.

(B)   Representations of Ladenburg.  Ladenburg hereby represents and warrants that any and all information supplied hereunder to the Company relating to Ladenburg specifically for inclusion in the Transaction documents or in connection with any and all services to be performed hereunder by Ladenburg for and on behalf of the Company shall be, to the best of Ladenburg’s knowledge, true, complete and correct as of the date of such dissemination and shall not fail to state a material fact necessary to make any of such information not misleading.  Ladenburg further represents and warrants hereunder that this Agreement has been duly and validly authorized by all requisite corporate action; that Ladenburg has the full right, power and capacity to execute, deliver and perform its obligations hereunder; that this Agreement, upon execution and delivery of the same by Ladenburg, will represent the valid and binding obligation of Ladenburg enforceable in accordance with its terms; and that the execution and delivery of this Agreement and the performance by Ladenburg of its terms will not result in any violation of, or be in conflict with, or constitute a default under, Ladenburg’s charter documents, any agreement or instrument to which Ladenburg is a party or Ladenburg’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Ladenburg.  Ladenburg will not offer the Securities for sale, or solicit any offers to buy any Securities, or otherwise negotiate with any person, in respect of the Securities, on the basis of any communications or documents relating to the Securities or any investment therein or to the Company or investment therein, other than the Transaction documents and any other document satisfactory in form and substance to the Company and approved by the Company.  In offering the Securities for sale, Ladenburg shall conduct such sales in the manner described in the Transaction documents.  In connection with any offerings of Securities pursuant to Regulation D promulgated by the US Securities and Exchange Commission, Ladenburg will represent by separate certification that neither it, nor any of its directors, executive officers, other officers participating in the offering of Securities, general partners or managing members, or any of the directors, executive officers or other officers participating in the offering of Securities of any such general partner or managing member (each, a “Ladenburg Covered Person”), is subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the 1933 Act and (ii) a description of which will have been furnished in writing to the Company prior the commencement of such offering.  Ladenburg is not aware of any person (other than any Ladenburg Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.  Ladenburg will notify the Company, prior to the date of Closing, of any agreement entered into between Ladenburg and such person in connection with such sale.  Ladenburg will notify the Company in writing, prior to the date of the Closing, of (i) any Disqualification Event relating to any Ladenburg Covered Person not previously disclosed to the Company in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Ladenburg Covered Person.  Ladenburg will notify the Company promptly if any of the foregoing representations cease to be accurate at any time during the period of Ladenburg’s engagement hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.

Dynatronics Corp.

August 6, 2014

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(C)   Indemnification.  The Company hereby agrees to indemnify and hold Ladenburg, its officers, directors, principals, employees, affiliates, and stockholders, and their successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficien­cies, actions, suits, proceedings, costs and legal expenses or expense whatsoever (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, "Losses") arising out of, based upon, or in any way related or attributed to, (i) any breach of a representa­tion, warranty or covenant by the Company contained in this Agreement or (ii) any activities or services performed hereunder by Ladenburg, unless it is finally judicially determined in a court of competent jurisdiction that such Losses were the primary and direct result of the intentional misconduct or gross negligence of Ladenburg in performing the services hereunder.

If Ladenburg receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Section (B), Ladenburg shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a "Claim Notice").  Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Ladenburg of its right to indemnity here­under with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Ladenburg with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below.  Ladenburg shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testi­mony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connec­tion therewith.  Ladenburg shall have the right to employ its own counsel in any such action which shall be at the Company's expense if (i) the Company and Ladenburg shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to Ladenburg in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and Ladenburg and representation of the Company and Ladenburg by the same counsel or experts would, in the reasonable opinion of Ladenburg, be inappropriate due to actual or potential differing interests between the Company and Ladenburg.. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of Ladenburg, which consent shall not be delayed and which shall not be required if Ladenburg is granted a release in connection therewith.   The indemnification provisions hereunder shall survive the termination or expiration of this Agreement.

The Company further agrees, upon demand by Ladenburg, to promptly reimburse Ladenburg for, or pay, any loss, claim, damage, liability or expense as to which Ladenburg has been indemnified herein with such reimbursement to be made currently as any loss, damage, liability or expense is incurred by Ladenburg. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by Ladenburg shall be repaid by Ladenburg in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against Ladenburg based solely upon its gross negligence or intentional misconduct in the performance of its duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Dynatronics Corp.

August 6, 2014

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If for any reason the foregoing indemnification is unavailable or is insufficient to hold Ladenburg harmless, the Company agrees to contribute the amount paid or payable by Ladenburg in such proportion as to reflect not only the relative benefits received by the Company, as the case may be, on the one hand, and Ladenburg, on the other hand, but also the relative fault of the Company and Ladenburg as well as any relevant equitable considerations.  In no event shall Ladenburg contribute in excess of the fees actually received by it pursuant to the terms of this Agreement.

For purposes of this Agreement, each officer, director, stockholder, and employee or affiliate of Ladenburg and each person, if any, who controls Ladenburg (or any affiliate) within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended, shall have the same rights as Ladenburg with respect to matters of indemnification by the Company hereunder.

Ladenburg agrees to indemnify and hold harmless the Company (its officers, directors and agents) and each person, if any, who controls any of the foregoing within the meaning of the 1933 Act, to the same extent on terms similar to the indemnity from the Company described above, against any and all loss, liability, claim, damage and expense whatsoever (or actions in respect thereto) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Transaction documents or the omission or alleged omission therefrom of a material fact relating to Ladenburg furnished in writing by or on behalf of Ladenburg specifically for inclusion in the Transaction documents, (ii) any misrepresentation or alleged misrepresentation, failure or alleged failure by Ladenburg to comply with the covenants and agreements set forth in Section B, or (iii) breach or alleged breach by Ladenburg of its obligations under this Agreement; provided, however, that Ladenburg shall have no obligation to indemnify under this paragraph if it is finally judicially determined in a court of competent jurisdiction that such losses were the primary result of the intentional misconduct, gross negligence, or negligence of the Company (its officers, directors or agents other than Ladenburg).

(D)   Confidentiality.  Ladenburg agrees that all non-public information pertaining to the prior, current or contemplated business of the Company is valuable and confidential assets of the Company.  Such information shall include, without limitation, information relating to customer lists, bidding procedures, intellectual property, patents, trademarks, trade secrets, financing techniques and sources and such financial statements of the Company as are not available to the public.  Ladenburg shall, and shall cause its officers, directors, employees, agents and members to, hold all such information in trust and confidence for the Company and not use or disclose any such information for other than the Company’s business.  Such confidentiality does not apply (i) where such information is publicly available or later becomes publicly available other than through a breach of this Agreement, (ii) where such information is subsequently lawfully obtained by Ladenburg from a third party or parties, (iii) if such information is known to Ladenburg prior to the execution of this Agreement other than pursuant to an obligation of confidentiality or (iv) as may be required by law.

(E)   Independent Contractor.  It is expressly understood and agreed that Ladenburg shall, at all times, act as an independent contractor with respect to the Company and not as an employee or agent of the Company, and nothing contained in this Agreement shall be construed to create a joint venture, partnership, association or other affiliation, or like relationship, between the parties.  It is specifically agreed that the relationship is and shall remain that of independent parties to a contractual relationship and that Ladenburg shall have no right to bind the Company in any manner.  In no event shall either party be liable for the debts or obligations of the other except as otherwise specifically provided in this Agreement

Dynatronics Corp.

August 6, 2014

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(F)   Amendment.  No modification, waiver, amendment, discharge or change of this Agree­ment shall be valid unless the same is evidenced by a written instru­ment, executed by the party against which such modification, waiver, amendment, discharge, or change is sought.

(G)   Notices.  All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by facsimile transmission or on the third calendar day after being mailed by United States registered or certified mail, return receipt requested, postage prepaid, to the addresses herein above first mentioned or to such other address as any party hereto shall designate to the other for such purpose.

(H)   Entire Agreement.  This Agreement contains all of the understandings and agreements of the parties with respect to the subject matter discussed herein.  All prior agreements, whether written or oral, are merged herein and shall be of no force or effect.

(I)   Severability.  The invalidity, illegality or unenforceability of any provision or provi­sions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision.  In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed, con­strued and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

(J)   Construction; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.  The Company agrees that the sole and exclusive venue for any matters arising hereunder shall be the court of competent jurisdiction in Miami-Dade County, Florida and agrees to waive any objections to such venue. EACH OF LADENBURG AND THE COMPANY HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING, SUIT OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.

(K)   Binding Nature.  The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and assigns.

(L)   Counterparts.  This Agreement may be executed in any number of counterparts, including facsimile signatures, which shall be deemed as original signatures. All executed counter­parts shall constitute one Agreement, notwithstanding that all signatories are not signato­ries to the original or the same counterpart.

(M)   Attorneys’ Fees and Court Costs.  If any party to this Agreement brings an action, directly or indirectly based upon this Agreement or the matters contemplated hereby against the other party, the prevailing party shall be entitled to recover, in addition to any other appropriate amounts, its reasonable costs and expenses in connection with such proceeding, including, but not limited to, reasonable attorneys’ fees and court costs.

(N)   Computer Virus. During the course of this engagement, Ladenburg may exchange electronic versions of documents and emails with you using commercially available software.  Unfortunately, the technology community is occasionally victimized by the creation and dissemination of so-called viruses, or similar destructive electronic programs.  Ladenburg takes the issues raised by these viruses seriously and has invested in document and email scanning software that identifies and rejects files containing known viruses.  Ladenburg also updates its system with the software vendor’s most current releases at regular intervals.

By utilizing this virus scanning software, Ladenburg’s system may occasionally reject a communication you send.  Ladenburg in turn may send you something that is rejected by your system.  This infrequent occurrence is to be expected as part of the ordinary course of business.

Because the virus protection industry is generally one or two steps behind new viruses, Ladenburg cannot guarantee that its communications and documents will always be virus free.  Occasionally, a virus will escape and go undetected as it is passed from system to system.  Although Ladenburg believes its virus protection measures are excellent, it can make no warranty that its documents will be virus free at all times.

Please inform Ladenburg immediately in the event a virus enters your company’s system via any electronic means originating from Ladenburg.  Through cooperative efforts, disruption to communications can be minimized.

Dynatronics Corp.

August 6, 2014

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(O)   Information Disclosure.  Ladenburg may disclose any information when it is believed necessary for the conduct of its business subject to Paragraph (C) above, or where disclosure is required by law. For example, information may be disclosed for audit or research purposes, or to law enforcement and regulatory agencies to do such things as prevent fraud. Information may also be disclosed to affiliates of Ladenburg subject to Paragraph (C) above.     Notwithstanding anything contained herein to the contrary, Ladenburg is permitted to disclose or produce any information pursuant to a court order, legal process, government action or request from the Securities and Exchange Commission, Financial Industry Regulatory Authority, New York Stock Exchange or other regulator.

(P)   Legal Services.  While certain principals of Ladenburg are attorneys, Ladenburg is not, in any manner, providing legal services or legal advice to the Company.  Furthermore, the Company agrees and acknowledges that Ladenburg is not an advisor as to tax, accounting or regulatory matters in any jurisdiction.

(Q)   Securities Trading and Other Activities.  Ladenburg is a full service securities firm engaged, directly or indirectly, in various activities, including securities trading, investment management, financing and brokerage activities.  The Company agrees and acknowledges that in the ordinary course of these activities, Ladenburg and its affiliates may actively trade the debt or equity securities (or related derivative securities) of the Company and other companies which may be the subject of the engagement contemplated by this Agreement for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities.  The Company further agrees and acknowledges that Ladenburg and its affiliates also may from time to time perform various investment banking and financial advisory services for other clients and customers who may have conflicting interests with respect to the Company or the Transaction and nothing herein shall in any way limit Ladenburg’s, or its affiliates’, ability to provide such services.

(R)   No Fiduciary Duties.  The Company represents that it is a sophisticated business enterprise that has retained Ladenburg for the limited purposes set forth in this Agreement, and the parties acknowledge and agree that their respective rights and obligations are contractual in nature.  Each party disclaims any intention to impose fiduciary obligations on the other by virtue of the engagement contemplated by this Agreement.

(S)   USA Patriot Act.If necessary, the Company agrees to provide Ladenburg with information and supporting documentation to enable Ladenburg to comply with the requirements under Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA Patriot Act") (Public Law 107-56).

Dynatronics Corp.

August 6, 2014

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(T)   Marketing.  Ladenburg shall have the ability to publicize (i.e., use of the Company logo in its marketing materials) its role in providing the Company with the services noted herein, subject to compliance with applicable securities laws.

EX-10.2

Exhibit 10.2

EX-23.2

Exhibit 23.2

EX-23.3

Exhibit 23.3