UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): August 1, 2019
The Joint Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36724 | 90-0544160 |
| (State or other juris- | (Commission file | (IRS employer |
| diction of incorporation) | number) | 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. |
This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) amends the Current Report on Form 8-K filed by The Joint Corp. (“we” or the “Company”) with the Securities and Exchange Commission (“SEC”) on August 5, 2019 (“August Form 8-K”). The August Form 8-K reported under Item 2.01 that the Company had completed its repurchase of one operating franchise, located in Myrtle Beach, South Carolina, which was accomplished pursuant to an Asset and Franchise Purchase Agreement (the “Purchase Agreement”) among the Company, RJJ, LLC, a South Carolina limited liability company (“Seller”), and Robin Willey and Judy Willey (together, the “Shareholders”).
The description of the Purchase Agreement found in this Form 8-K/A is not intended to be complete and is qualified in its entirety by reference to the agreements attached to the August Form 8-K.
This Form 8-K/A provides the financial statements and pro forma financial information as required by Item 9.01 of Form 8-K. No other modification to the August Form 8-K is being made by this Form 8-K/A. The information previously reported in or filed with the August Form 8-K is hereby incorporated by reference into this Form 8-K/A.
| Item 9.01 | Financial Statements and Exhibits. |
(a)(1) Financial Statements of Businesses Acquired.
The audited combined financial statements of the Seller as of December 31, 2018, and December 31, 2017 and for the years ended December 31, 2018 and 2017, and accompanying notes, and the unaudited condensed combined financial statements of the Seller as of June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018 are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference into this Form 8-K/A.
(b)(1) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of June 30, 2019 and for the six months ended June 30, 2019 and the year ended December 31, 2018, and accompanying notes, are attached hereto as Exhibit 99.3 and are incorporated by reference into this Form 8-K/A.
(d) Exhibits.
Exhibit No. | | Description |
| | |
| 99.1 | | Audited Financial Statements of the Seller as of December 31, 2018, and December 31, 2017 and for the years ended December 31, 2018 and 2017 |
| | |
| 99.2 | | Unaudited Condensed Financial Statements of the Seller as of June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018 |
| | |
| 99.3 | | Unaudited Pro Forma Condensed Combined Financial Statements of the Company and the Seller as of June 30, 2019 and for the six months ended June 30, 2019 and the year ended December 31, 2018 |
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: October 9, 2019 | | | |
| | The Joint Corp. |
| | | | |
| | By | /s/ Peter D. Holt | |
| | | Peter D. Holt | |
| | | President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | | Description |
| | |
| 99.1 | | Audited Financial Statements of the Seller as of December 31, 2018, and December 31, 2017 and for the years ended December 31, 2018 and 2017 |
| | |
| 99.2 | | Unaudited Condensed Financial Statements of the Seller as of June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018 |
| | |
| 99.3 | | Unaudited Pro Forma Condensed Combined Financial Statements of the Company and the Seller as of June 30, 2019 and for the six months ended June 30, 2019 and the year ended December 31, 2018 |
