Joint Corp. accelerates franchise shift with multimillion-dollar clinic divestiture

Q: How much will JYNT receive from the sale of 31 clinics?

The aggregate purchase price is $11.07 million , subject to customary adjustments.

Q: When is the Joint Ventures Transaction expected to close?

The parties expect to close on or before June 30, 2025 , pending customary conditions.

Q: How many franchised clinics are currently in the Northwest Region?

There are 46 existing franchised clinics plus contractual rights for 30 additional sites.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Joint (NASDAQ:JYNT) agreed to sell the assets of 31 company-owned clinics in Arizona and New Mexico to Joint Ventures, LLC for $11.07 million, with closing targeted on or before 30 Jun 2025 and customary conditions attached. In return, the company will obtain regional developer rights covering 46 existing franchised clinics and 30 future development sites across Northern California, Utah, Nevada, Washington and Oregon, enlarging its franchise pipeline.

In a separate transaction, the company divested five clinics in Kansas and Missouri to 93 Chiro, LLC. Management positions both deals as part of a strategic shift toward an asset-light, royalty-driven model that increases liquidity, cuts operating costs and accelerates unit growth.

Positive

Generates $11.07 million cash from divesting 31 clinics, roughly 10% of prior-year revenue
Secures regional developer rights to 46 franchised clinics plus 30 future sites, expanding high-margin franchise base

Negative

Loss of revenue from 31 company-owned clinics could pressure near-term top-line results until franchise royalties scale
Transaction is subject to closing conditions; any delay or failure would postpone planned strategic realignment

Insights

TL;DR – $11 M clinic sale funds growth; shifts mix to franchising

The divestiture supplies immediate cash equal to roughly a tenth of last year’s revenue and eliminates operating costs tied to 31 clinics. Acquiring rights to 76 Northwest locations (46 active, 30 planned) boosts high-margin royalty streams without heavy capex. Near-term, reported revenue could dip as company-owned sales disappear, but EBITDA margin should expand if royalty income scales. Closing by quarter-end would improve Q3 liquidity and potentially support buybacks or debt reduction. Overall, the trade-off favors capital efficiency and regional diversification.

TL;DR – Two-step portfolio realignment; execution risk modest

The asset sale price of $11.07 M implies an estimated 0.8–1.0× trailing clinic revenue—reasonable given the commodity nature of outpatient service sites. The Northwest developer rights add scale in faster-growing territories and transfer development risk to franchisees. Standard reps, warranties and closing conditions limit contingent liabilities; no financing contingencies are disclosed, lowering counter-party risk. Yet the deal must close within days, leaving minimal buffer for diligence issues. If consummated, management gains strategic flexibility and a cleaner, asset-light footprint; failure would delay franchise expansion plans.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 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 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.

Understanding 8-K Material Events →

06/27/2025 - 04:06 PM

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): June 23, 2025

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 June 23, 2025, we entered into an Asset Purchase Agreement (the “Joint Ventures Purchase Agreement”) with Joint Ventures, LLC, a Nevada limited liability company (“Joint Ventures”), pursuant to which we will sell to Joint Ventures the assets of, and grant franchise rights to, 31 company-owned and managed clinics located in Arizona and New Mexico (the “Joint Ventures Transaction”) for an aggregate purchase price of $11.07 million, subject to certain adjustments.

In addition, in connection with the Joint Ventures Transaction, we will acquire the regional developer rights to the Northwest Region, which consists of 46 existing franchised clinics and 30 sites for future clinic development in regions of Northern California, Utah, Nevada, Washington and Oregon.

The Joint Ventures Transaction, which is expected to close on or before June 30, 2025, is expressly conditioned upon the acquisition of substantially all of the assets of the 31 clinics pursuant to the Joint Ventures Purchase Agreement. The Joint Ventures Transaction is also subject to customary closing conditions. The Joint Ventures Purchase Agreement contains other provisions, covenants, representations, and warranties that are typical in transactions of this size, type, and complexity.

On June 25, 2025, we issued a press release announcing the Joint Ventures Transaction described in this Item 1.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On June 23, 2025, we sold the assets of, and granted franchise rights to, five clinics located in Kansas and Missouri to 93 Chiro, LLC, a Missouri professional limited liability company, as buyer, and Clinton Morrow, an individual, and Phillip Smith, an individual, as guarantors (“Kansas City Region Transaction”).

On June 25, 2025, we issued a press release announcing the Kansas City Region Transaction described in this Item 8.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Exhibits
99.1						Press Release, dated June 25, 2025

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:	June 27, 2025	By:	/s/ Sanjiv Razdan
			Sanjiv Razdan
			President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What assets is The Joint (JYNT) selling in the Joint Ventures Transaction?

JYNT is selling the assets of 31 company-owned and managed clinics in Arizona and New Mexico to Joint Ventures, LLC.

How much will JYNT receive from the sale of 31 clinics?

The aggregate purchase price is $11.07 million, subject to customary adjustments.

When is the Joint Ventures Transaction expected to close?

The parties expect to close on or before June 30, 2025, pending customary conditions.

What regions are included in the newly acquired developer rights?

The Northwest Region covers Northern California, Utah, Nevada, Washington and Oregon.

How many franchised clinics are currently in the Northwest Region?

There are 46 existing franchised clinics plus contractual rights for 30 additional sites.

Did JYNT divest any other clinics in 2025?

Yes, on June 23 2025 the company sold five clinics in Kansas and Missouri to 93 Chiro, LLC.