As filed with the Securities and Exchange Commission on November 19, 2015

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

The Joint Corp.

(Exact name of registrant as specified in its charter)

 

 
     
Delaware 6794 90-0544160

(State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number) 

 

16767 N. Perimeter Drive, Suite 240
Scottsdale, AZ 85260
(480) 245-5960


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John B. Richards
Chief Executive Officer
16767 N. Perimeter Drive, Suite 240
Scottsdale, AZ 85260
(480) 245-5960


(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Craig P. Colmar, Esq.
Robin C. Friedman, Esq.
Johnson and Colmar
2201 Waukegan Road, Suite 260
Bannockburn, Illinois 60015
(312) 922-1980		 Ivan K. Blumenthal, Esq.
Merav Gershtenman, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
666 Third Avenue
New York, New York 10017
(212) 935-3000
 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-207632

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

 

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

           
Large accelerated filer ¨      Accelerated filer ¨ 
Non-accelerated filer ¨  (Do not check if a smaller reporting company)   Smaller reporting company x 

  

 

 

  

 

 

CALCULATION OF REGISTRATION FEE

         
 
Title of each class of securities to be registered  

Proposed maximum
aggregate

offering price(1)(2)

   Amount of
Registration fee(2)(3)
Common Stock, $0.001 par value per share   $571,318   $57.532
 

 

(1) This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-207632), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 19, 2015 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, the proposed maximum offering price of the remaining securities eligible to be sold under the Prior Registration Statement ($13,803,680) is carried forward to this Registration Statement and an additional amount of securities having a proposed maximum aggregate offering price of $571,318 is registered hereby.
(2) Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.
(3) Previously paid.  

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

  

  

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share of The Joint Corp., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-207632), which was declared effective by the Commission on November 19, 2015 are incorporated in this registration statement by reference.

 

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on the 19th day of November, 2015.

  

  THE JOINT CORP.
     
  By: /s/ John B. Richards
John B. Richards
Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
/s/ John B. Richardshttp:||www.sec.gov|Archives|edgar|data|1612630|000114420415066524|line.gif
John B. Richards		   Chief Executive Officer and Director
(Principal Executive Officer) and Director		   November 19, 2015
/s/ Francis T. Joycehttp:||www.sec.gov|Archives|edgar|data|1612630|000114420415066524|line.gif
Francis T. Joyce		   Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)		   November 19, 2015
*
John Leonesio		   Chairman of the Board and Director   November 19, 2015
*
James Amos		   Director   November 19, 2015
*
Craig P. Colmar		   Director   November 19, 2015
*
Steven P. Colmar		   Director   November 19, 2015
*
Ronald V. DaVella		   Director   November 19, 2015
*
William R. Fields		   Director   November 19, 2015
*
Richard A. Kerley		   Director   November 19, 2015
*
Bret Sanders		   Director   November 19, 2015
* By: /s/ John B. Richards
http:||www.sec.gov|Archives|edgar|data|1612630|000114420415066524|line.gif     John B. Richards
     Attorney-in-fact		        

 

 

  

 

 

EXHIBIT INDEX

     

Exhibit
Number

   Description
5.1   Opinion of Johnson and Colmar, counsel to the Registrant, with respect to the legality of securities being registered.
23.1   Consents of EKS&H LLLP, independent registered public accounting firm.
23.2   Consent of Johnson and Colmar (included in Exhibit 5.1).
24.1   Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 27, 2015).