We were founded as “Dynatronics Laser Corporation” in Utah on April 29, 2017

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials, or the Notice, because the Board of Directors, or Board, of Dynatronics Corporation is soliciting your proxy to vote at the 2018 Annual Meeting of Shareholders, or the Annual Meeting, including at any adjournments or postponements or adjournments thereof. Theseof the meeting. All shareholders will have the ability to access the proxy materials were first being senton the website referred to in the Notice or made availablerequest to our shareholdersreceive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about October 24, 2017.11, 2018, to all shareholders of record entitled to vote at the Annual Meeting.

Only shareholders of a fee to coverrecord of our expenses in furnishing that exhibit.

Holders of record of Common Stock will beshares of common stock are entitled to one vote for each share of Common Stock held oncommon stock owned by them as of the Record Date.

The total number of shares of issued and outstanding Common Stockcommon stock (including as-converted Series A Preferred Stock and Series B Preferred Stock)Preferred) as of the Record Date entitled to vote at the Annual Meeting is 7,808,92611,189,028 shares (after taking into consideration the Voting Cutback). This number includes 4,823,6948,226,523 shares of Common Stock,common stock, 2,000,000 shares of Series A Preferred Stock (1,636,130(1,636,133 voting power after applicable Voting Cutback), and 1,484,0001,459,000 shares of Series B Preferred Stock (1,349,091(1,326,372 voting power after applicable Voting Cutback). The Series C Non-Voting Convertible Preferred Stock and the Series D Preferred Stock are(Series C Preferred) is non-voting stock and holders of the Series C Preferred are not entitled to vote such shares at the Annual Meeting.

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

You may either vote “For” the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For all other proposals presentedyou may vote “For” or “Against” or “Abstain” from voting. The procedures for voting are fairly simple and are summarized in the following paragraphs.

Electing the proxy materials,four director nominees identified below to hold office until the 2019 annual meeting of shareholders and your shares willuntil his or her successor is elected or appointed.

Vacancies on which no directions are specified, your shares will be voted FOR each of the nominees of the Board of Directors (Proposal No. 1); FOR the ratificationmay be filled only by persons elected by a majority of the appointmentremaining directors. A director elected by the Board of Tanner LLC as Dynatronics' independent registered public accounting firmDirectors to fill a vacancy, including vacancies created by an increase in the number of directors, serve for the fiscal year ended June 30, 2018 (Proposal No. 2); FOR approvalremainder of the issuance of shares of our common stock (or securities convertible into or exercisable for common stock) representing more than 19.99% offull term and until the outstanding common stock or voting power of the Company in connection with the acquisition of Bird & Cronin, Inc. ("Bird & Cronin") as described in this Proxy Statement (Proposal No. 3);director’s successor is duly elected and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.qualified.

Directors," as discussed below. Except for the Preferred Directors, directors are elected at the annual meeting of shareholders and serve until the earlier of their resignation or removal, or until their successors are elected and qualified. Information about nominees for director to be voted upon atThree members of the Annual Meeting is contained above. Attendance atBoard are Preferred Directors appointed under the Annual Meeting is encouraged, but not requiredprovisions of our directors, given travel and other commitments. None of our directors attended the 2016 Annual Meeting of Shareholders. Additional information about our other directors and executive officers follows.

Under our Bylaws, the Board of Directors can include up to seven members. The Series A Certificate of Designations grants to the holders of theour Series A Preferred Stock certain rights, ("referred to as Director Rights,") to appoint up to three members of the Board (the Preferred Directors) for as long as the original Series A Preferred Stock investors own or would beneficially own at least 28.6% of Dynatronics' Common Stockour common stock either directly or indirectly (the "“Threshold Ownership Percentage”). This period of ownership is known as the Director Rights Period"), but excludingPeriod. Excluded from the calculation of the Threshold Ownership Percentage, however, are any shares of Common Stockcommon stock issuable upon the exercise of the warrants held by such investors (the "Threshold Ownership Percentage").these investors. In compliance with NASDAQ Rule 5640, the number of Preferred Directors is towill be reduced pro rata with any reduction in ownership by the preferred investors below the Threshold Ownership Percentage, so that the number of Preferred Directors is approximately equalproportionate to the preferred investors'investors’ direct or indirect ownership of Dynatronics Common Stock. Theour common stock. By agreement among the Company and the Series A Preferred shareholders, the Director Rights may be exercised at the discretion of certain affiliates of Prettybrook Partners, LLC, a private investment firm (collectively "Prettybrook")referred to as Prettybrook) for as long as Prettybrook owns at least 50% of the outstanding Series A Preferred Stock.Preferred.

The Director Rights are not exercisable unless the holderspreferred investors are the beneficial owners of at least 10% of our common stock, including shares issuable upon conversion of the Series A Preferred, Stock do not have any rights to elect Preferred Directors unless they own or would beneficially own at least 10% of Dynatronics' Common Stock either directly or indirectly, through ownership of Common Stock or Series A Preferred Stock convertible into Common Stock, but excluding shares issuable upon exercise of any warrants to purchase common stock. Common Stock. Common Stock of the Companystock has no voting, nomination, election or other rights with respect to the Preferred Directors. Each Preferred Director serves as a member of the Board during the Director Rights Period or until his or her successor is appointed by the holders of the Series A Preferred Stock.(or Prettybrook, exercising such rights, as discussed above) during the Director Rights Period.

The Preferred Stock have previously appointedDirectors are Erin S. Enright, who is also the Chairperson of our Board of Directors, David B. Holtz and Brian M. Larkin to the Board as Preferred Directors. TheLarkin. Their business experience and other qualifications of these Preferred Directors are as follows: