[8-K] The Joint Corp. Reports Material Event

Rhea-AI Filing Summary

FIGX Capital Acquisition Corp. (Nasdaq: FIGXU) filed an 8-K to report the completion of its initial public offering on 30 June 2025.

• IPO size: 15,065,000 units priced at $10.00 each, including full exercise of the 1,965,000-unit over-allotment option.
• Gross proceeds: $150,165,000.
• Unit structure: each unit contains 1 Class A ordinary share (par value $0.0001) and one-half of one redeemable warrant; a whole warrant is exercisable at $11.50 per share.
• Private placement: 443,470 units sold concurrently for $4,434,700—312,470 units to the sponsor and 131,000 units to Cantor Fitzgerald.
• Trust account funding: the full $150,165,000 (including a deferred underwriting discount of $6,419,000) was placed in a U.S. trust managed by Continental Stock Transfer & Trust.
• An audited balance sheet dated 30 June 2025 is provided as Exhibit 99.1.

The filing confirms FIGX’s transition to a fully funded special-purpose acquisition company (SPAC); the next milestone will be identifying a business combination within the typical 24-month timeframe.

Positive

• IPO closed with full over-allotment, indicating strong investor demand and adding $19.65 M above base deal size.
• $150.2 M placed in trust at $10.00 per unit, providing capital protection and funding for a future acquisition.
• Additional $4.4 M private placement from sponsor and underwriter enhances working capital without diluting public unit holders at a discount.

Negative

• None.

Insights

SPAC Analyst

TL;DR: Successful IPO fully funds FIGX SPAC with $150.2 M, boosting deal-making capacity.

FIGX’s completion of its IPO, including full over-allotment take-up, is a favorable signal of market demand for this sponsor team. The $10.00 trust price preserves investor downside protection while the additional $4.4 M private placement strengthens working-capital flexibility. With a warrant strike of $11.50, dilution is in line with peer SPACs. Investors should next focus on target-selection quality and timeline adherence; however, the financing outcome itself is positive and provides the cash prerequisite for an eventual de-SPAC merger.

Risk & Governance Analyst

TL;DR: Routine SPAC financing; risk shifts to target execution and timeline.

The 8-K discloses no adverse events, only standard IPO closing information. Trust funds are subject to redemption risk if shareholders dissent at merger time, and the $6.4 M deferred fee creates a 4.27 % drag on trust value. No details are given on a business combination strategy, lock-ups, or extension terms. Overall, the event is neutral-to-positive; governance risks remain typical for newly listed SPACs.

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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 30, 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 2.01. Completion of Acquisition or Disposition of Assets.

On June 30, 2025, we completed the previously announced sale of the assets of, and the franchise rights to, 31 company-owned and managed clinics located in Arizona and New Mexico (the “Joint Ventures Transaction”) to Joint Ventures, LLC, a Nevada limited liability company and our largest franchisee (“Joint Ventures”), for an aggregate purchase price of $11.13 million, subject to certain adjustments, pursuant to an Asset Purchase Agreement, dated as of June 23, 2025, by and between us and Joint Ventures. In addition, in connection with the Joint Ventures Transaction, we also acquired 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.

On July 7, 2025, we issued a press release announcing the completion of the Joint Ventures Transaction described in this Item 2.01. 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.

(b)    Unaudited Pro Forma Condensed Consolidated Financial Information.

The following unaudited pro forma condensed financial statements of The Joint Corp. reflecting the sale of 31 clinics to Joint Ventures are filed as Exhibit 99.2 to this Current Report and are incorporated herein by reference:

•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025;

•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and for the years ended December 31, 2025 and 2024;

•Notes to the Unaudited Pro Forma Condensed Consolidated Statements

(d) Exhibits.

Exhibit Number						Exhibits
99.1						Press Release, dated July 7, 2025
99.2						The Joint Corp. Unaudited Condensed Consolidated Financial Information
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:			July 7, 2025			By:			/s/ Sanjiv Razdan
									Sanjiv Razdan
									President and Chief Executive Officer

FAQ

What did FIGX Capital Acquisition Corp. raise in its June 30 2025 IPO?

FIGX raised $150,165,000 from the sale of 15,065,000 units priced at $10.00 each.

How are FIGXU units structured?

Each unit contains 1 Class A ordinary share and ½ redeemable warrant; a whole warrant can buy one share at $11.50.

Who participated in FIGX’s private placement and for how much?

FIGX Acquisition Partners LLC bought 312,470 units and Cantor Fitzgerald bought 131,000 units, totaling $4,434,700.

Where are the IPO proceeds held?

All $150,165,000 were deposited into a U.S. trust account with Continental Stock Transfer & Trust Company.

What exhibit accompanies the 8-K filing?

Exhibit 99.1 contains FIGX’s audited balance sheet as of 30 June 2025 reflecting the IPO proceeds.

What is the trading symbol for FIGX’s units and where are they listed?

FIGXU units trade on Nasdaq under the symbol FIGXU.