The Joint Corp. Files 8-K on Agreements and Officer Changes

TL;DR

JOINT filed an 8-K for new deals & exec changes. Keep an eye on this.

AI Summary

On October 10, 2024, The Joint Corp. filed an 8-K reporting a material definitive agreement and changes in its officers and directors. The filing also includes information on compensatory arrangements for certain officers and Regulation FD disclosures. The company is incorporated in Delaware and headquartered in Scottsdale, Arizona.

Why It Matters

This filing signals significant corporate actions, including potential new agreements and shifts in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in officers and directors, along with material definitive agreements, can introduce uncertainty and potential strategic shifts that may affect the company's performance.

Key Numbers

• 001-36724 — SEC File Number (Identifies the company's filing history with the SEC.)
• 90-0544160 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• The Joint Corp. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Scottsdale, Arizona (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value Per Share JYNT The NASDAQ
• $94,000 — iii) Mr. Holt will receive a payment of $94,000 in full satisfaction of any obligations
• $4.5 billion — st casual dining restaurant chain, with $4.5 billion in system sales. From 1995 through 201
• $550,000 — is entitled to an annual base salary of $550,000 (subject to annual review by the Compan
• $2,000 — monthly travel and living allowance of $2,000 and to severance benefits upon certain
• $800,000 — Stock Award with an aggregate value of $800,000 on the date of grant. The awards qualif

Filing Documents

• f8k_101524.htm (8-K) — 30KB
• exh_101.htm (EX-10.1) — 40KB
• exh_102.htm (EX-10.2) — 110KB
• exh_103.htm (EX-10.3) — 27KB
• exh_104.htm (EX-10.4) — 27KB
• exh_105.htm (EX-10.5) — 23KB
• exh_991.htm (EX-99.1) — 5KB
• exh_992.htm (EX-99.2) — 4KB
• sr.jpg (GRAPHIC) — 12KB
• 0001171843-24-005643.txt ( ) — 549KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_101524_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The description of the Separation Agreement, the Employment Agreement, the Stock Option Agreement, the Restricted Stock Award Agreement, and the Confidentiality and Nonsolicitation Agreement set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Peter D. Holt Effective October 10, 2024, Peter D. Holt resigned as President and Chief Executive Officer of The Joint Corp. (the "Company") and as a member of the Company's Board of Directors. In connection with Mr. Holt's resignation, as of October 10, 2024, the Company and Mr. Holt entered into a confidential separation agreement and release of claims (the "Separation Agreement"), which includes a general release of all claims (the "General Release"). Pursuant to the Separation Agreement, Mr. Holt's roles as the Company's President and Chief Executive Officer and as a member of the Board will cease effective as of the effective date of October 10, 2024 (the "Termination Date"). Pursuant to the Separation Agreement, if Mr. Holt signs and does not revoke the Separation Agreement or the General Release, during the Revocation Period (as defined in the Separation Agreement), (a) commencing on the first regular payroll date immediately following the end of the Revocation Period, the Company will continue to pay to Mr. Holt his annual base salary for a period of 12 months in accordance with its normal payroll processing; (b) if Mr. Holt (or Mr. Holt and Mr. Holt's eligible dependents) timely and properly elects medical and dental insurance continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company will pay up to six months of the cost of the COBRA premiums; (iii) Mr. Holt will receive a payment of $94,000 in full satisfaction of any obligations to him under the Company's Short Term Incentive Plan; and (iv) Mr. Holt will receive a cash payment for accumulated vacation and sick time. As of the Termination Date, under the Separation Agreement Mr. Holt acknowledges and agrees that the Separation Agreement and General Release will supersede and replac

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 14, 2024, the Company issued a press release announcing the resignation of Mr. Holt and the appointment of Mr. Razdan. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. On October 15, 2024, the Company issued a press release announcing the inducement grants to Mr. Razdan. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Exhibits 10.1 Separation Agreement and Release, dated October 13, 2024, by and between the Registrant and Peter D. Holt 10.2 Employment Agreement, dated October 14, 2024, by and between the Registrant and Sanjiv Razdan 10.3 Restricted Stock Award Grant Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan 10.4 Stock Option Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan 10.5 Confidentiality and Nonsolicitation Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan 99.1 Press Release dated October 14, 2024 99.2 Press Release dated October 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. The Joint Corp. Date: October 15, 2024 By: /s/ Jake Singleton Jake Singleton Chief Financial and Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR