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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0000921895-23-001902 0001399386 XXXXXXXX LIVE 4 Common Stock, $0.001 par value 12/19/2024 true 0001612630 47973J102 JOINT Corp 16767 N PERIMETER DRIVE SUITE 110 SCOTTSDALE AZ 85260 JEFFERSON GRAMM 212-232-4583 BANDERA PARTNERS LLC 50 Broad Street, Suite 1820 New York NY 10004 RYAN NEBEL 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001399386 N Bandera Partners LLC AF N DE 0.00 3937296.00 0.00 3937296.00 3937296.00 N 26.3 OO 0001427289 N Bylinsky Gregory AF N X1 0.00 3937296.00 0.00 3937296.00 3937296.00 N 26.3 IN 0001427290 N Gramm Jefferson AF N X1 0.00 3937296.00 0.00 3937296.00 3937296.00 N 26.3 IN Common Stock, $0.001 par value JOINT Corp 16767 N PERIMETER DRIVE SUITE 110 SCOTTSDALE AZ 85260 Item 4 is hereby amended to add the following: On December 19, 2024, Bandera Partners and certain of its affiliates (collectively, "Bandera") entered into an Amended and Restated Nomination and Standstill Agreement (the "Amended Nomination and Standstill Agreement") with the Issuer, which amended and restated the Nomination and Standstill Agreement (as defined in Amendment No. 3 to the Schedule 13D) among the parties thereto in its entirety. Pursuant to the Amended Nomination and Standstill Agreement, subject to the conditions set forth therein, the Issuer agreed, among other things, to nominate Jefferson Gramm for election to the Board of Directors of the Issuer (the "Board") at the Issuer's 2025 annual meeting of stockholders and recommend that the Issuer's stockholders vote in favor of his election. Pursuant to the Amended Nomination and Standstill Agreement, Bandera is subject to certain standstill restrictions (including, among other things, with respect to nominating persons for election to the Board, submitting any proposal for consideration at any stockholder meeting and acquiring additional securities of the Issuer) from the date of the Amended Nomination and Standstill Agreement until the earlier of (i) January 2, 2026 and (ii) 30 days prior to the nomination deadline for the Issuer's 2026 annual meeting of stockholders (the "Termination Date"). Until the Termination Date, Bandera also agreed to vote its Shares at each meeting of stockholders (a) in favor of the slate of directors recommended by the Board and (b) against the election of any nominee for director not approved, recommended and nominated by the Board. The foregoing description of the Amended Nomination and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Nomination and Standstill Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 14,983,609 Shares outstanding as of November 1, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024. 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 26.3% of the Shares outstanding, held by Bandera Master Fund. Item 5(c) is hereby amended and restated to read as follows: No Reporting Person has entered into any transactions in the securities of the Issuer during the past 60 days. Item 6 is hereby amended to add the following: On December 19, 2024, Bandera and the Issuer entered into the Amended Nomination and Standstill Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. Item 7 is hereby amended to add the following exhibit: 99.1 - Amended Nomination and Standstill Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on December 23, 2024). Bandera Partners LLC /s/ Jefferson Gramm Jefferson Gramm, Managing Member 01/06/2025 Bylinsky Gregory /s/ Gregory Bylinsky Gregory Bylinsky 01/06/2025 Gramm Jefferson /s/ Jefferson Gramm Jefferson Gramm 01/06/2025