[8-K] JOINT Corp Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Joint Corp. has signed and begun executing an Asset Purchase Agreement to sell 45 company-owned or managed clinics in Southern California to Elite Chiro Group for approximately $2.3 million. On April 27, 2026, ownership of 13 clinics transferred, while Elite Chiro Group assumed operations of the remaining 32 clinics under a Management Service Agreement until lease assignments are completed.
Upon completion of this transaction and two previously announced refranchising agreements, the company expects to operate only three corporate-managed clinics out of 960 locations, effectively shifting to a capital-light, pure-play franchisor model focused on supporting franchisee growth.
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Insights
Joint Corp accelerates refranchising, moving toward a capital-light pure-play model.
The Joint Corp. is selling 45 Southern California corporate or managed clinics to Elite Chiro Group for approximately $2.3 million. Thirteen clinics have closed, and 32 are operated under a Management Service Agreement until lease assignments permit ownership transfer.
The company states that, once this and two earlier refranchising deals close, only three corporate-managed clinics will remain out of 960 locations. This materially increases the share of franchised sites and aligns operations with a franchisor-centric strategy described as The Joint 2.0.
A capital-light model can reduce operating risk from company-owned clinics while emphasizing royalty and fee streams, though results will depend on franchisee performance and timely completion of lease assignments and pending refranchising transactions disclosed for the remaining clinics.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase price for 45 clinics: $2.3 million
Clinics in transaction: 45 clinics
Clinics with ownership transferred: 13 clinics
+4 more
7 metrics
Purchase price for 45 clinics
$2.3 million
Aggregate purchase price for Southern California clinic sale
Clinics in transaction
45 clinics
Company-owned or managed clinics in Southern California sold or to be sold
Clinics with ownership transferred
13 clinics
Closed with Elite Chiro Group assuming ownership on April 27, 2026
Clinics under Management Service Agreement
32 clinics
Operations assumed by Elite Chiro Group pending lease assignments
Corporate-managed clinics remaining
3 clinics
Expected after completion of this and two prior refranchising deals
Total clinic portfolio
960 locations
Total locations in The Joint Corp. portfolio after refranchising steps
Annual patient visits
14 million visits
Patient visits annually across The Joint Chiropractic network
Key Terms
Asset Purchase Agreement, Management Service Agreement, refranchising, pure-play franchisor, +2 more
6 terms
Asset Purchase Agreement financial
"announced that it has signed an Asset Purchase Agreement (APA) effective on April 20, 2026"
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.
Management Service Agreement financial
"will assume business operations of 32 of those clinics today ... through a Management Service Agreement"
A management service agreement is a contract where a company hires an outside manager or management team to run day-to-day operations or provide specific managerial functions for a fee. For investors, it matters because the agreement determines who makes key decisions, how much the company pays for management (affecting profits), and how incentives are aligned — similar to hiring a contractor to run your house: the contractor’s competence, cost and motivation directly affect the value of the asset.
refranchising financial
"together with two previously announced refranchising agreements pending closing"
Refranchising is when a company sells or transfers its company-operated locations to independent franchisees who run the business and pay fees or royalties to the company. For investors this is important because it typically brings immediate cash from the sales, reduces the company’s day-to-day operating costs and capital spending, and shifts future profit from direct store sales to steadier fee income—while also reducing control and the potential upside from operating the business directly.
pure-play franchisor financial
"a defining step in our shift to a capital‑light, pure‑play franchisor model"
forward-looking statements regulatory
"This press release contains statements about future events and expectations that constitute forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"other factors described in our filings with the SEC, including in the section entitled “Risk Factors”"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
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 27, 2026
The Joint Corp.
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 8.01. Other Items.
As previously announced, 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, 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 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.
On April 27, 2026, we closed on 13 clinics in the Elite Chiro Group Transaction, with Elite Chiro Group assuming ownership on such date. In addition, on April 27, 2026, Elite Chiro Group also assumed business operations for the remaining 32 clinics in the Elite Chiro Group Transaction pursuant to a Management Service Agreement until such time as lease assignments are obtained and we are able to close on such remaining clinics.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |||||||
| 99.1 | Press Release, dated April 27, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | May 1, 2026 | By: | /s/ Sanjiv Razdan | ||||||||
| Sanjiv Razdan | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 99.1
The Joint Corp. Signs Asset Purchase Agreement to Sell 45 Corporate-Owned Clinics in Southern California
- Effectively Positions The Joint as a Pure-play Franchisor -
SCOTTSDALE, Ariz., April 27, 2026 (GLOBE NEWSWIRE) – The Joint Corp. (NASDAQ: JYNT) (the “Company”), the nation's largest franchisor of chiropractic care through The Joint Chiropractic® network, today announced that it has signed an Asset Purchase Agreement (APA) effective on April 20, 2026, for the sale of 45 corporate managed clinics in Southern California to Elite Chiro Group for approximately $2.3 million. Pursuant to the APA, Elite Chiro Group will assume business operations of 32 of those clinics today, April 27, 2026, through a Management Service Agreement until lease assignments are completed to permit the clinics’ ownership transfer, and will assume ownership of the remaining 13 corporate managed clinics.
Upon completion, this transaction, together with two previously announced refranchising agreements pending closing, will reduce the Company’s corporate managed clinics to just three out of 960 locations in its total clinic portfolio. Elite Chiro Group, owned by Gadi Emein and operated by Michael Aminpour, is led by seasoned franchise and business entrepreneurs with established holdings in medical facilities, restaurants, gas stations, and real estate.
“This transaction is a key component of our next phase of growth under The Joint 2.0 and a defining step in our shift to a capital‑light, pure‑play franchisor model,” said Sanjiv Razdan, President and Chief Executive Officer of The Joint Corp. “By transitioning nearly our entire clinic portfolio into the hands of experienced franchise operators like Elite Chiro Group, we are streamlining our model, sharpening our focus on driving overall sales growth through franchisee success, and positioning The Joint to deliver longstanding, profitable growth across the portfolio.”
The Company continues to advance refranchising efforts for the three remaining corporate-owned or managed clinics.
About The Joint Corp. (NASDAQ: JYNT)
The Joint Corp. (NASDAQ: JYNT) revolutionized access to chiropractic care when it introduced its retail healthcare business model in 2010. Today, it is the nation’s largest operator, manager and franchisor of chiropractic clinics through The Joint Chiropractic network. The company is making quality care convenient and affordable, while eliminating the need for insurance, for millions of patients seeking pain relief and ongoing wellness. Headquartered in Scottsdale and with over 950 locations nationwide and more than 14 million patient visits annually, The Joint Chiropractic is a key leader in the chiropractic industry. The brand is consistently named to Franchise Times’ annual “Top 400” and “Fast & Serious” list of 40 smartest growing brands. Entrepreneur named The Joint “No. 1 in Chiropractic Services,” and it is regularly ranked on the publication’s “Franchise 500,” the “Fastest-Growing Franchises,” and the “Best of the Best” lists, as well as its “Top Franchise for Veterans” and “Top Brands for Multi-Unit Owners” lists. SUCCESS named the company as one of the “Top 50 Franchises” in 2024. The Joint Chiropractic is an innovative force, where healthcare meets retail. For more information, visit www.thejoint.com. To learn about franchise opportunities, visit www.thejointfranchise.com.
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The Joint Business Structure
The Joint Corp. is a franchisor of clinics and an operator of clinics in certain states. In Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Oregon, Pennsylvania, Tennessee, Washington, and West Virginia, The Joint Corp. and its franchisees provide management services to affiliated professional chiropractic practices.
Forward-Looking Statements
This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of industry trends, our future financial and operating performance and our growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Words such as, "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will," and similar expressions are intended to identify such forward-looking statements. Specific forward-looking statements made in this press release include, among others, the expected timing of the sale of our corporate-owned and managed clinics; and our execution on our plan to become the best and largest pure play chiropractic care franchise system. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, our inability to identify and recruit enough qualified chiropractors and other personnel to staff our clinics, due in part to the nationwide labor shortage and an increase in operating expenses due to measures we may need to take to address such shortage; inflation, which has increased our costs and which could otherwise negatively impact our business; our failure to profitably operate company-owned or managed clinics; our failure to refranchise as planned; shortselling strategies and negative opinions posted on the internet, which could drive down the market price of our common stock and result in class action lawsuits; our failure to remediate future material weaknesses in our internal control over financial reporting, which could negatively impact our ability to accurately report our financial results, prevent fraud, or maintain investor confidence; and other factors described in our filings with the SEC, including in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 13, 2026 and subsequently filed current and quarterly reports. We qualify any forward-looking statements entirely by these cautionary factors. We assume no obligation to update or revise any forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Investor Contact:
Richard Land, Alliance Advisors IR; thejointinvestor@allianceadvisors.com; (212)-838-3777
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