The Joint Corp to sell 45 clinics for $2.3M

The Joint Corp. signed an Asset Purchase Agreement to sell the assets of, and grant franchise rights for, 45 company-owned or managed clinics in Southern California to Elite Chiro Group for an aggregate purchase price of $2.3 million, subject to adjustments.

Rhea-AI Filing Summary

The Joint Corp. signed an Asset Purchase Agreement to sell the assets of, and grant franchise rights for, 45 company-owned or managed clinics in Southern California to Elite Chiro Group for an aggregate purchase price of $2.3 million, subject to adjustments.

The price includes prorated franchise fees across 45 new franchise agreements and non-exclusive development rights for 10 additional clinics in agreed metropolitan areas. Elite Chiro Group will pay a non-refundable $150,000 down payment for exclusivity, with the remaining amount placed in escrow and released as each clinic closes. Each clinic closing depends on assignment of its existing lease and other customary closing conditions.

Insights

Franchise and healthcare services analyst

The Joint accelerates franchising by selling 45 clinics for $2.3M.

The Joint Corp. plans to sell the assets and franchise rights of 45 Southern California clinics to Elite Chiro Group for $2.3 million, while also granting development rights for 10 new clinics in specified metropolitan areas.

The structure shifts these locations from company-owned or managed sites into franchised operations. A non-refundable $150,000 down payment secures exclusivity, with the balance held in escrow and released per clinic at closing. Each closing requires assignment of the existing lease and satisfaction of customary conditions.

This arrangement emphasizes staged execution risk around lease assignments and transaction conditions. Future company filings may clarify how many clinics ultimately close, the timing of escrow releases, and how the mix of franchised versus company-owned clinics changes after the Elite Chiro Group transaction.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $2.3 million Clinics included: 45 clinics Development rights: 10 clinics +1 more

4 metrics

Aggregate purchase price $2.3 million Sale of assets and franchise rights for 45 clinics in Southern California

Clinics included 45 clinics Company-owned or managed locations in Southern California to be sold and franchised

Development rights 10 clinics Non-exclusive development rights in agreed metropolitan statistical areas

Non-refundable down payment $150,000 Paid by Elite Chiro Group for exclusivity to purchase the clinics

Key Terms

Asset Purchase Agreement, franchise rights, non-exclusive development rights, escrow account, +1 more

5 terms

Asset Purchase Agreement financial

"we entered into an Asset Purchase Agreement (the “Elite Chiro Group Purchase Agreement”)"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

franchise rights financial

"pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics"

Franchise rights are the legal permission to use a brand’s name, business systems and products in a defined area or for a set period, similar to renting the recipe and storefront of a proven business. Investors care because these rights often create predictable revenue through fees and royalties, limit direct competition in a territory, and affect a company’s growth potential and risk profile—like owning the exclusive lease to a busy corner shop.

non-exclusive development rights financial

"the non-exclusive development rights for 10 clinics to be developed in the metropolitan statistical areas"

escrow account financial

"the remaining balance of the Purchase Price will be paid into an escrow account, which will be allocated among the clinics"

An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.

customary closing conditions financial

"The Elite Chiro Group Transaction is also subject to customary closing conditions."

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did The Joint Corp (JYNT) announce with Elite Chiro Group?

The Joint Corp entered an Asset Purchase Agreement to sell assets of, and grant franchise rights for, 45 Southern California clinics to Elite Chiro Group for $2.3 million, subject to adjustments, with Elite Chiro Group also receiving development rights for 10 additional clinics.

How much is Elite Chiro Group paying The Joint Corp (JYNT) for the clinics?

Elite Chiro Group agreed to pay The Joint Corp an aggregate purchase price of $2.3 million. This amount includes prorated franchise fees for 45 new franchise agreements and non-exclusive development rights for 10 future clinics in designated metropolitan statistical areas.

What is the down payment structure in The Joint Corp (JYNT) Elite Chiro Group deal?

Elite Chiro Group will pay a non-refundable $150,000 down payment to The Joint Corp. This down payment is consideration for exclusivity to purchase the 45 clinics, while the remaining balance of the purchase price will be deposited into an escrow account and released as individual clinic closings occur.

How will escrow work in The Joint Corp (JYNT) Elite Chiro Group transaction?

The remaining balance of the $2.3 million purchase price, after the $150,000 down payment, will be placed into an escrow account. That escrowed amount will be allocated among the 45 clinics, with the relevant portion paid to The Joint Corp upon the closing of each specific clinic.

What development rights are included in The Joint Corp (JYNT) Elite Chiro Group agreement?

The purchase price includes non-exclusive development rights for 10 clinics to be developed by Elite Chiro Group. These clinics will be located in metropolitan statistical areas of a development area that The Joint Corp and Elite Chiro Group agree upon, following a schedule in the Asset Purchase Agreement.

What conditions must be satisfied to close each clinic sale in The Joint Corp (JYNT) deal?

The closing of each clinic in the Elite Chiro Group transaction is expressly conditioned on assigning that clinic’s existing lease. The overall transaction is also subject to customary closing conditions, with additional covenants, representations, and warranties typical for deals of this size and complexity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 05:08 PM EDT Learn about SEC filing dates

0001612630FALSE00016126302026-04-202026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2026

The Joint Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-36724			90-0544160
(State or other jurisdiction			(Commission File Number)			(IRS Employer
of incorporation)						Identification No.)

16767 N. Perimeter Drive, Suite 110

Scottsdale, Arizona 85260

(Address of principal executive offices) (Zip Code)

(480) 245-5960

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On April 20, 2026, we entered into an Asset Purchase Agreement (the “Elite Chiro Group Purchase Agreement”) with Elite Chiro Group, a California corporation (“Elite Chiro Group”), as buyer, and Gadi Emein, an individual (“Emein”), as guarantor, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California (the “Elite Chiro Group Transaction”) for an aggregate purchase price of $2.3 million, subject to certain adjustments (the “Purchase Price”). The Purchase Price includes prorated franchise fees pursuant to 45 separate franchise agreements to be entered into between us and Elite Chiro Group and the non-exclusive development rights for 10 clinics to be developed in the metropolitan statistical areas of a development area to be agreed upon by us and Elite Chiro Group in accordance with the schedule set forth in the Elite Chiro Group Purchase Agreement. Pursuant to the Elite Chiro Group Purchase Agreement, Elite Chiro Group will pay $150,000 of the Purchase Price as a non-refundable down payment in consideration for exclusivity to purchase the clinics and the remaining balance of the Purchase Price will be paid into an escrow account, which will be allocated among the clinics and the respective portion paid to us upon the closing of each such clinic.

The closing of each clinic as part of the Elite Chiro Group Transaction is expressly conditioned upon the assignment of the existing lease for such clinic. The Elite Chiro Group Transaction is also subject to customary closing conditions. The Elite Chiro Group Purchase Agreement contains other provisions, covenants, representations, and warranties that are typical in transactions of this size, type, and complexity.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibits
10.1*						Asset Purchase Agreement, dated April 20, 2026, by and among the Registrant, Elite Chiro Group, and Gadi Emein
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We hereby agree to furnish supplementally a copy of any of the omitted schedules upon request by the SEC.

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:			April 24, 2026			By:			/s/ Sanjiv Razdan
									Sanjiv Razdan
									President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT-10.1 219.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB