The Joint Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On December 19, 2024, we entered into an Amended and Restated Nomination and Standstill Agreement (the “Amended Nomination and Standstill Agreement”) with Bandera Partners LLC and certain of its affiliates (collectively, “Bandera”), which amends and restates in its entirety that certain Nomination and Standstill Agreement, dated as of November 6, 2023, by and among us and Bandera.
Pursuant to the Amended Nomination and Standstill Agreement, subject to certain conditions, we have agreed to, among other things, include Mr. Gramm in our slate of nominees for the election of directors at our 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and recommend that our stockholders vote in favor of his election at the 2025 Annual Meeting. The Amended Nomination and Standstill Agreement also provides for director replacement rights prior to the termination of the Amended Nomination and Standstill Agreement, subject to certain conditions as further described in the Amended Nomination and Standstill Agreement.
The Amended Nomination and Standstill Agreement includes certain voting commitments and standstill obligations by Bandera as well as certain restrictions on the transfer of our common stock, par value $0.001 per share, held by Bandera and mutual non-disparagement provisions. The Amended Nomination and Standstill Agreement will remain in place until the earlier of (i) January 2, 2026 and (ii) thirty (30) days prior to the nomination deadline for our 2026 annual meeting of stockholders.
The above summary of the terms of the Amended Nomination and Standstill Agreement is qualified in its entirety by reference to the full text of the Amended Nomination and Standstill Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 10.1 | Amended and Restated Nomination and Standstill Agreement, dated as of December 19, 2024, by and among The Joint Corp., Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky, and Jefferson Gramm | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| THE JOINT CORP. | ||
| Date: December 23, 2024 | By: | /s/ Sanjiv K. Razdan |
| Sanjiv K. Razdan | ||
| President and Chief Executive Officer | ||