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): July 17, 2019
The Joint Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36724 | 90-0544160 |
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification number) |
16767 N. Perimeter Drive, Suite 240
Scottsdale, AZ 85260
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(480) 245-5960
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☒
Securities registered under Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value Per Share | JYNT | The NASDAQ Capital Market LLC |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Effective July 17, 2019, The Joint Corp. (the “Company”) completed its repurchase of three operating franchises, located in (i) Savannah, Georgia, (ii) Pooler, Georgia, and (iii) Bluffton, South Carolina (the “Repurchase Transaction”).
The Repurchase Transaction was accomplished pursuant to an Asset and Franchise Purchase Agreement (the “Purchase Agreement”) among the Company, TJ of Savannah – Twelve Oaks, LLC, a Georgia limited liability company (“TJS”), TJ of Pooler, LLC, a Georgia limited liability company (“TJP”), and TJ of Bluffton, LLC, a Georgia limited liability company (“TJB”) (TJS, TJP and TJB referred to herein as “Sellers”), and Robyn Meglin and Allen Meglin (together, the “Shareholders”). The Company intends to own and operate the three clinics.
The total consideration for the Repurchase Transaction was $1,650,000, of which $1,500,000 was paid in cash up front, and $150,000 is payable 90 calendar days after the closing date, subject to certain adjustments.
The foregoing description of the Repurchase Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | | Description |
| 10.1 | | Asset Purchase Agreement dated __________, 2019, by and among The Joint Corp.,TJ of Savannah – Twelve Oaks, LLC, a Georgia limited liability company, TJ of Pooler, LLC, a Georgia limited liability company, and TJ of Bluffton, LLC, a Georgia limited liability company, Robyn Meglin and Allen Meglin, as amended |
Signature
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.
Date: July 23, 2019.
| | | The Joint Corp. |
| | | |
| | | By | /s/ Peter D. Holt |
| | | | Peter D. Holt |
| | | | President and Chief Executive Officer |
| | | |
| | | |
EXHIBIT INDEX
Exhibit Number | | Description |
| 10.1 | | Asset Purchase Agreement dated __________, 2019, by and among The Joint Corp.,TJ of Savannah – Twelve Oaks, LLC, a Georgia limited liability company, TJ of Pooler, LLC, a Georgia limited liability company, and TJ of Bluffton, LLC, a Georgia limited liability company, Robyn Meglin and Allen Meglin, as amended |
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