Current Report Filing (8-k)
November 22 2019 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 21, 2019
DYNATRONICS CORPORATION
(Exact
name of registrant as specified in its charter)
Utah
|
0-12697
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87-0398434
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(State
or other jurisdiction
of
incorporation)
|
Commission
File
Number
|
(IRS
Employer
Identification
Number)
|
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7030 Park Centre Dr., Cottonwood Heights, Utah
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84121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number, including area code: (801)
568-7000
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered under Section 12(b) of the Act:
Title of each class
|
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Trading Symbol(s)
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Name of each exchangeon which registered
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Common
Stock, no par value per share
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DYNT
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Nasdaq
Stock Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the
Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On
November 21, 2019, Dynatronics Corporation (the
“Company” or “we”) received written notice
from the Director of Nasdaq Listing Qualifications at The Nasdaq
Stock Market LLC (“Nasdaq”), indicating that the
minimum bid price of our common stock has closed at less than $1.00
per share over the last 30 consecutive business days and, as a
result, did not comply with Listing Rule 5550(a)(2) (the “Bid
Price Rule”). In accordance with Listing Rule 5810(c)(3)(A),
we are being provided 180 calendar days, or until May 19, 2020, to
regain compliance with the Bid Price Rule.
If
at any time before May 19, 2020, the bid price of our common stock
closes at $1.00 per share or more for a minimum of 10 consecutive
business days, the Nasdaq Listing Qualifications staff (the
“Staff”) will provide us with written confirmation of
compliance with the Bid Price Rule and the matter will be
closed.
If
we fail to regain compliance with the Bid Price Rule before May 19,
2020, but meet certain other applicable standards, the Company may
be eligible for additional time to comply with the Bid Price Rule.
To qualify, the Company will be required to meet the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market,
with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency
during the second compliance period, including by effecting a
reverse stock split, if necessary. If it is not eligible for an
additional grace period, the Company will receive notification from
the Staff that its securities are subject to delisting. The Company
may then appeal the delisting determination to a Nasdaq Listing
Qualifications Hearings Panel.
We
intend to actively monitor the bid price of our common stock
between now and May 19, 2020, and will consider available options
to resolve the deficiency and regain compliance with the Bid Price
Rule.
Forward-Looking Statements
Except
for the factual statements made herein, information contained in
this Current Report on Form 8-K consists of forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks, uncertainties and
assumptions that are difficult to predict. Words and expressions
reflecting optimism, satisfaction or disappointment with current
prospects or future events, as well as words such as
“believes,” “intends,”
“expects,” “plans” and similar expressions,
or the use of future tense, identify forward-looking statements,
but their absence does not mean that a statement is not
forward-looking. Such forward-looking statements are not guarantees
of performance and actual actions or events could differ materially
from those contained in such statements. For example, there can be
no assurance that the Company will meet the bid price requirement
during any compliance period or otherwise in the future, otherwise
meet Nasdaq compliance standards, or that Nasdaq will grant the
Company any relief from delisting as necessary or whether the
Company can agree to or ultimately meet applicable Nasdaq
requirements for any such relief. Reference is also made to other
factors detailed from time to time in the Company’s periodic
reports filed with the Securities and Exchange Commission,
including the Company’s most recent Annual Report on Form
10-K and any subsequent Quarterly Reports on Form 10-Q. The
forward-looking statements contained in this Current Report on Form
8-K speak only as of the date of this Current Report on Form 8-K
and the Company assumes no obligation to publicly update any
forward-looking statements to reflect changes in information,
events or circumstances after the date of this Current Report on
Form 8-K, unless required by law.
***
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DYNATRONICS CORPORATION
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Date: November 22,
2019
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By:
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/s/ Brian Baker
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Brian Baker
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President and Chief
Executive Officer
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