Amended Current Report Filing (8-k/a)
February 25 2022 - 7:23AM
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2022-02-24
2022-02-24
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
February 24, 2022
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 110
Scottsdale, AZ 85260
(Address of principal executive offices)
(480) 245-5960
Registrant’s telephone number, including
area code
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)) |
Securities registered pursuant to 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 |
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. ☐
EXPLANATORY NOTE
On February 24, 2022, The Joint Corp. (the “Company”) issued a press
release (the “Original Press Release”) announcing its preliminary financial results for the fourth quarter and full year ended
December 31, 2021 and filed a Current Report on Form 8-K furnishing the press release as Exhibit 99.1. On February 24, 2022, the Company
issued an updated press release to correct the 2022 guidance appearing in the Original Press Release with respect to franchised clinic
openings, which is expected to be between 110 to 130 (which was incorrectly published due to a clerical error in the Original Press Release
as being between 130 to 140), compared to 110 in 2020. The Company is filing this amended Form 8-K to furnish the updated press release. Except
as described above, all other information in the Original Press Release remains unchanged.
| Item 2.02 | Results of Operations and Financial Condition |
On February 24, 2022, the Company issued an updated press release announcing
its preliminary financial results for the fourth quarter and full year ended December 31, 2021. A copy of the updated press release
is furnished as Exhibit 99.1 to this amended Current Report on Form 8-K.
The information furnished in this Item 2.02 and Exhibit 99.1 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 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 a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: February 25, 2022
|
The Joint Corp. |
|
|
|
|
By |
/s/ Peter D. Holt |
|
|
Peter D. Holt |
|
|
President and Chief Executive Officer |
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