Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
JOINT Corp (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
47973J102 (CUSIP Number) |
JEFFERSON GRAMM BANDERA PARTNERS LLC, 50 Broad Street, Suite 1820 New York, NY, 10004 212-232-4583 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 47973J102 |
| 1 |
Name of reporting person
Bandera Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,937,296.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 47973J102 |
| 1 |
Name of reporting person
Bylinsky Gregory | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,937,296.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 47973J102 |
| 1 |
Name of reporting person
Gramm Jefferson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,937,296.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
JOINT Corp |
| (c) | Address of Issuer's Principal Executive Offices:
16767 N PERIMETER DRIVE, SUITE 110, SCOTTSDALE,
ARIZONA
, 85260. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:On December 19, 2024, Bandera Partners and certain of its affiliates (collectively, "Bandera") entered into an Amended and Restated Nomination and Standstill Agreement (the "Amended Nomination and Standstill Agreement") with the Issuer, which amended and restated the Nomination and Standstill Agreement (as defined in Amendment No. 3 to the Schedule 13D) among the parties thereto in its entirety. Pursuant to the Amended Nomination and Standstill Agreement, subject to the conditions set forth therein, the Issuer agreed, among other things, to nominate Jefferson Gramm for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2025 annual meeting of stockholders and recommend that the Issuer's stockholders vote in favor of his election.Pursuant to the Amended Nomination and Standstill Agreement, Bandera is subject to certain standstill restrictions (including, among other things, with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting and acquiring additional securities of the Issuer) from the date of the Amended Nomination and Standstill Agreement until the earlier of (i) January 2, 2026 and (ii) 30 days prior to the nomination deadline for the Issuer's 2026 annual meeting of stockholders (the "Termination Date"). Until the Termination Date, Bandera also agreed to vote its Shares at each meeting of stockholders (a) in favor of the slate of directors recommended by the Board and (b) against the election of any nominee for director not approved, recommended and nominated by the Board.The foregoing description of the Amended Nomination and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Nomination and Standstill Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:The aggregate percentage of Shares reported owned by each person named herein is based upon 14,983,609 Shares outstanding as of November 1, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.As of the date hereof, Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the 3,937,296 Shares, constituting approximately 26.3% of the Shares outstanding, held by Bandera Master Fund. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:No Reporting Person has entered into any transactions in the securities of the Issuer during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:On December 19, 2024, Bandera and the Issuer entered into the Amended Nomination and Standstill Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:99.1 - Amended Nomination and Standstill Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on December 23, 2024). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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