SEC Form SC 13D/A filed by The Joint Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

The 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, New York 10004

(212) 232-4583

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2023

(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 ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On November 6, 2023, Bandera Partners and certain of its affiliates (collectively, “Bandera”) entered into a Nomination and Standstill Agreement (the “Nomination and Standstill Agreement”) with the Issuer. Pursuant to the Nomination and Standstill Agreement, the Issuer agreed, among other things, to appoint Jefferson Gramm to the Board of Directors (the “Board”) of the Issuer, effective as of January 2, 2024, and to include Mr. Gramm as a nominee for election to the Board in the Issuer’s proxy statement for the 2024 annual meeting of stockholders and recommend that the Issuer’s stockholders vote in favor of his election.

Pursuant to the 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 Nomination and Standstill Agreement until the earlier of (i) January 2, 2025 and (ii) 30 days prior to the nomination deadline for the Issuer’s 2025 annual meeting of stockholders (the “Termination Date”). Until the Termination Date, Bandera also agreed to vote its Shares (a) in favor of the slate of directors recommended by the Board, (b) against the election of any nominee for director not approved, recommended and nominated by the Board for election at any meeting of stockholders, and (c) in accordance with the Board’s recommendation with respect to any other matter presented to stockholders; provided, however, that Bandera is permitted to vote in its sole discretion with respect to any Extraordinary Transaction (as defined in the Nomination and Standstill Agreement) that is submitted to the Issuer’s stockholders for a vote.

The foregoing description of the Nomination and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Nomination and Standstill Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6 is hereby amended to add the following:

On November 6, 2023, Bandera and the Issuer entered into the Nomination and Standstill Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.