JOINT Corp. Enters and Terminates Agreements

TL;DR

JOINT Corp. just signed and broke a deal, filing an 8-K on Dec 11.

AI Summary

On December 5, 2025, JOINT Corp. entered into a material definitive agreement and also terminated a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Scottsdale, Arizona, filed this Form 8-K on December 11, 2025, under the 1934 Securities Exchange Act.

Why It Matters

This filing indicates significant changes in JOINT Corp.'s contractual relationships, which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material definitive agreements suggests potential instability or significant strategic shifts within the company.

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

• JOINT Corp. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Scottsdale, Arizona (location) — Principal executive offices
• December 5, 2025 (date) — Date of earliest event reported
• December 11, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 JYNT The NASDAQ Capital Market LLC In
• $1,482,800 — on") for an aggregate purchase price of $1,482,800, subject to certain adjustments (the "P
• $1,000,000 — e"). The Purchase Price consists of (i) $1,000,000 in cash, (ii) $667,800 in prorated fran
• $667,800 — onsists of (i) $1,000,000 in cash, (ii) $667,800 in prorated franchise fees pursuant to
• $185,000 — s and the Buyers, and (iii) a credit of $185,000 for certain clinic renovations. Pursuan
• $100,000 — Purchase Agreement, the Buyers will pay $100,000 of the Purchase Price as a down payment
• $4.5 m — rnia for an aggregate purchase price of $4.5 million, subject to certain adjustments.

Filing Documents

• jynt-20251205.htm (8-K) — 26KB
• pressreleasedated12-11x2025.htm (EX-99.1) — 17KB
• logoa.jpg (GRAPHIC) — 12KB
• 0001612630-25-000074.txt ( ) — 181KB
• jynt-20251205.xsd (EX-101.SCH) — 2KB
• jynt-20251205_lab.xml (EX-101.LAB) — 22KB
• jynt-20251205_pre.xml (EX-101.PRE) — 13KB
• jynt-20251205_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 5, 2025, we entered into an Asset Purchase Agreement (as amended, the "Southeast Purchase Agreement") with Addisco Value, LLC, a North Carolina limited liability company, Triangle Chiropractic Associates P.C., a North Carolina professional corporation, and Bluffton TJ, LLC, a South Carolina limited liability company (collectively, the "Buyers"), and Alex Klaus, an individual, Todd Wegerski, DC, an individual, Lisa Ezell, an individual, Andrew Michael Evec, an individual, and Susan Ruth Train, an individual (collectively, the "Guarantors"), pursuant to which we will sell to the Buyers the assets of, and grant franchise rights to, 22 company-owned or managed clinics located in Virginia, North Carolina and South Carolina (the "Southeast Transaction") for an aggregate purchase price of $1,482,800, subject to certain adjustments (the "Purchase Price"). The Purchase Price consists of (i) $1,000,000 in cash, (ii) $667,800 in prorated franchise fees pursuant to 22 separate franchise agreements to be entered into between us and the Buyers, and (iii) a credit of $185,000 for certain clinic renovations. Pursuant to the Southeast Purchase Agreement, the Buyers will pay $100,000 of the Purchase Price as a down payment upon the execution of the Southeast Purchase Agreement, and the Buyers will pay the remaining balance of the Purchase Price (the "Purchase Price Balance") upon the closing of the Southeast Transaction pursuant to separate promissory notes and corresponding security agreements in the principal amount of the Purchase Price Balance. The Southeast Transaction is expressly conditioned upon the assignment of the existing leases for at least 17 of the 22 clinics, or alternatively, the execution of the Management Agreements and, if applicable, the P.C. Management Agreements and the Submanager Agreements, as such terms are defined in the Southeast Purchase Agreement. The Southeast Transaction is also sub

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On December 11, 2025, we delivered a notice of termination (the "Elite Chiro Group Termination Notice") to terminate the Asset Purchase Agreement, dated November 2, 2025 (the "Elite Chiro Group Purchase Agreement"), between us, Elite Chiro Group, a California corporation ("Elite Chiro Group"), as buyer, and Gadi Emein, an individual, as guarantor, pursuant to which we would have sold to Elite Chiro Group the assets of, and granted franchise rights to, 45 company-owned or managed clinics located in Southern California for an aggregate purchase price of $4.5 million, subject to certain adjustments. The Elite Chiro Group Termination Notice is effective as of December 11, 2025. The Elite Chiro Group Purchase Agreement was terminated due to Elite Chiro Group's failure to meet closing conditions. There were no penalties in connection with the termination of the Elite Chiro Group Purchase Agreement.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 99.1 Press Release, dated December 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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: December 11, 2025 By: /s/ Sanjiv Razdan Sanjiv Razdan President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR