SC 13D/A 1 sc13da208706013_09252023.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

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. 2)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)

September 21, 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).

CUSIP No. 47973J102


	1	NAME OF REPORTING PERSON

			BANDERA PARTNERS LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,937,296
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					3,937,296
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,937,296
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			26.7%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 47973J102


	1	NAME OF REPORTING PERSON

			GREGORY BYLINSKY
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			UNITED STATES OF AMERICA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,937,296
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					3,937,296
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,937,296
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			26.7%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 47973J102


	1	NAME OF REPORTING PERSON

			JEFFERSON GRAMM
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			UNITED STATES OF AMERICA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					3,937,296
PERSON WITH			9	SOLE DISPOSITIVE POWER

					0
			10	SHARED DISPOSITIVE POWER

					3,937,296
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			3,937,296
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			26.7%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 47973J102

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares reported herein beneficially owned by Bandera Partners were purchased with the working capital of Bandera Master Fund (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,937,296 Shares beneficially owned by Bandera Partners is approximately $47,093,475, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 14,740,485 Shares outstanding as of June 30, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2023.

As of the date hereof, Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the 3,937,296 Shares, constituting approximately 26.7% of the Shares outstanding, held by Bandera Master Fund.

(c) Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.

CUSIP No. 47973J102

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.

Dated:

September 25, 2023

Bandera Partners LLC

By:	/s/ Jefferson Gramm
	Name:	Jefferson Gramm
	Title:	Managing Member

	/s/ Gregory Bylinsky
	Gregory Bylinsky

	/s/ Jefferson Gramm
	Jefferson Gramm

CUSIP No. 47973J102

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

BANDERA PARTNERS LLC
(On Behalf of Bandera Master Fund L.P.)

Purchase of Common Stock	13,544	9.3828	09/18/2023
Purchase of Common Stock	10,417	9.4915	09/18/2023
Purchase of Common Stock	95	9.4000	09/19/2023
Purchase of Common Stock	6,923	9.4877	09/20/2023
Purchase of Common Stock	15,743	9.4951	09/20/2023
Purchase of Common Stock	5,179	9.4786	09/21/2023
Purchase of Common Stock	212,922	9.5951	09/21/2023

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