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JOINT Corp

For the period ended Mar 31, 2026. Filed May 8, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 8, 2026

JYNT$6.85-7.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001612630-25-000068

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001612630-26-000051

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 86 current paragraphs.

38 unchanged; 37 reworded; 10 added; 13 removed; 7 previous and 1 current paragraphs rearranged.

Tables are not compared: 11 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

On December 5, 2025, we entered into an Asset 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 as buyers, and Alex Klaus, an individual, Todd Wegerski, DC, an individual, Lisa

Current report

Ezell, an individual, Andrew Michael Evec, an individual, and Susan Ruth Train, an individual, collectively as guarantors, pursuant to which we will sell the assets of, and grant franchise rights to, 22 company-owned or managed clinics located in Virginia, North Carolina and South Carolina for an aggregate purchase price of approximately $1.5 million, subject to certain adjustments. In mid-December 2025, the buyers assumed business operations under Management Service Agreements that will remain in effect until lease reassignments are completed to permit ownership transfer. As of March 31, 2026, the transaction had not officially closed and therefore, the net assets and liabilities of the 22 clinics remain in our consolidated balance sheets.

Current report

On March 2, 2026, we signed a LOI with a new potential buyer for five company-owned or managed clinics located in Northern California.

Current report

On April 30, 2026, we acquired the regional developer territory rights from two of our regional developers in the states of Minnesota, Iowa and Nebraska.

Current report

•Advertising fund revenue increased due to additional funds contributed to the National Marketing Fund by our franchisees, in addition to the historical 2% of gross sales, that initiated in the fourth quarter of 2025.

Current report

•Other revenues increased primarily due to increased merchant income associated with credit card transactions.

Current report

Included in general and administrative expenses from continuing operations above are expenses of $0.4 million and $0.1 million related to workers’ compensation insurance for the three months ended March 31, 2026 and 2025, respectively, of which we believe that approximately $0.3 million and $0.1 million, respectively, relate to expenses that will not be incurred upon the completion of our refranchising strategy.
Removed paragraphs (13)

Previous report

Subsequent to September 30, 2025, we purchased an additional 312,571 shares of our common stock through October 21, 2025, completing the repurchase of $5.0 million under the 2025 SRP as originally authorized.

Previous report

•Comp sales for mature clinics open 48 months or more decreased 4.9%; and

Previous report

•Royalty fees and advertising fund revenue increased due to an increase in the number of franchised clinics in operation during the current period, along with continued sales growth in existing franchised clinics. As of September 30, 2025 and 2024, there were 884 and 838 franchised clinics in operation, respectively.

Previous report

Total Revenues - Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Previous report

•Royalty fees and advertising fund revenue increased due to an increase in the number of franchised clinics in operation during the current period, along with continued sales growth in existing franchised clinics. As of September 30, 2025, and 2024, there were 884 and 838 franchised clinics in operation, respectively.

Previous report

•Other revenues primarily consisted of a $150,000 increase due to sponsorship payments for our annual conference held in April 2025.

Previous report

•an increase of $0.1 million in depreciation and amortization expenses.

Previous report

Loss from operations decreased by $1.0 million for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The decrease was primarily due to:

Previous report

•a decrease of $0.7 million in general and administrative expenses; partially offset by

Previous report

•an increase in selling and marketing expenses of $1.6 million;

Previous report

•an increase of $0.2 million in depreciation and amortization expenses.
Reworded paragraphs (37)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ourunaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2024, filed with the SEC on August 12, 2025.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ourunaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.

Previous wording

We are a rapidly growing franchisor that uses a private pay, non-insurance, cash-based model. We will continue our rapid and franchised focused expansion of chiropractic clinics in key markets throughout North America, and potentially abroad, as we seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry.

Current wording

We are a growing franchisor that uses a private pay, non-insurance, cash-based model. We will continue our rapid and franchised focused expansion of chiropractic clinics in key markets throughout North America, and potentially abroad, as we seek to be the leading provider of chiropractic care in the markets we serve and to become the most recognized brand in our industry.

Previous wording

Key Clinic Development Trends. As of September 30, 2025, we and our franchisees operated or managed 962 clinics, of which 884 were operated or managed by franchisees and 78 were operated as company-owned or managed clinics. Our franchisees opened nine clinics in the third quarter of 2025, compared to 14 clinics in the third quarter of 2024.

Current wording

Key Clinic Development Trends. As of March 31, 2026, we and our franchisees operated or managed 943 clinics, of which 868 were operated or managed by franchisees and 75 were operated as company-owned or managed clinics. Our franchisees opened three clinics in the first quarter of 2026, compared to five clinics in the first quarter of 2025.

Previous wording

On June 30, 2025, we closed on the sale of 31 company-owned or managed clinics and associated franchise licenses in Arizona and New Mexico to an existing franchisee, Joint Ventures, LLC, in exchange for $8.3 million in cash and the regional developer territory rights of the Northwest region. We carried an upfront regional developer fee liability balance associated with this transaction of $42,035, representing the unrecognized fee collected upon the execution of the regional developer agreement. We accounted for the reacquisition of the regional developer rights as a release of liability and were included as part of the total consideration received to calculate the gain or loss on the sale. Losses on the sale were included with the loss on the sale of assets included in Net loss on disposition or impairment from discontinued operations. As part of the sale, Joint Ventures, LLC agreed to open another 10 clinics in the same region. Additionally, on June 23, 2025, we closed the sale of five clinics along with future development rights in the Kansas City region to an existing franchisee, Chiro 93 LLC.

Current wording

On June 30, 2025, we closed on the sale of 31 company-owned or managed clinics and associated franchise licenses in Arizona and New Mexico to an existing franchisee, Joint Ventures, LLC, in exchange for $8.3 million in cash and the regional developer territory rights of the Northwest region. We carried an upfront regional developer fee liability balance associated with this transaction of $42 thousand, representing the unrecognized fee collected upon the execution of the regional developer agreement. We accounted for the reacquisition of the regional developer rights as a release of liability and were included as part of the total consideration received to calculate the gain or loss on the sale. Losses on the sale were included with the loss on the sale of assets included in Net loss on disposition or impairment from discontinued operations. As part of the sale, Joint Ventures, LLC agreed to open another 10 clinics in the same region. Additionally, on June 23, 2025, we closed the sale of five clinics along with future development rights in the Kansas City region to an existing franchisee, Chiro 93 LLC.

Previous wording

On November 2, 2025, we entered into an Asset Purchase Agreement with Elite Chiro Group, as buyer, and Emein, an individual, as guarantor, pursuant to which the Company 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 $4.5 million, subject to certain adjustments. The Elite Chiro Group Transaction is subject to customary closing conditions and we continue to negotiate certain terms in the Elite Chiro Group Transaction.

Current wording

On April 20, 2026, we entered into the Elite Chiro Group Purchase Agreement with Elite Chiro Group, 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 for an aggregate purchase price of $2.3 million, subject to certain adjustments. 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. 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. 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.

Previous wording

The number of franchise licenses sold for the third quarter of 2025 was eight, compared with seven licenses sold for the third quarter of 2024. We ended the third quarter of 2025 with 15 regional developers who were responsible for 25% of the eight licenses sold during the period. We will continue to leverage the power of the regional developer program to accelerate the number of clinics sold, and eventually opened, across the country.

Current wording

The number of franchise licenses sold for the first quarter of 2026 was zero, compared with seven licenses sold for the first quarter of 2025. We ended the first quarter of 2026 with 14 regional developers. We will continue to leverage the power of the regional developer program to accelerate the number of clinics sold, and eventually opened, across the country.

Previous wording

Recent events that may impact our business include unfavorable global economic or political conditions, the financial impact of the U.S. government shutdown, labor shortages, and inflation and other cost increases. We anticipate that 2025 will continue to be a volatile macroeconomic environment.

Current wording

Recent events that may impact our business include unfavorable global economic or political conditions, continued labor shortages, and inflation and other cost increases. We anticipate that 2026 will continue to be a volatile macroeconomic environment.

Previous wording

The primary inflationary factor affecting our operations is labor costs. In 2024, clinics owned or managed by us or our franchisees were negatively impacted by labor shortages and wage increases, which increased our general and administrative expenses. Further, should we fail to continue to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline, causing our patient service to suffer. While we anticipate that these continued headwinds can be partially mitigated by pricing actions, there can be no assurance that we will be able to continue to take such pricing actions. A continued increase in labor costs could have an adverse effect on our operating costs, financial condition and results of operations.

Current wording

The primary inflationary factor affecting our operations is labor costs. Beginning in 2024 and continuing into 2026, clinics owned or managed by us or our franchisees were negatively impacted by labor shortages and wage increases, which increased our general and administrative expenses. Further, should we fail to continue to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline, causing our patient service to suffer. While we anticipate that these continued headwinds can be partially mitigated by pricing actions, there can be no assurance that we will be able to continue to take such pricing actions. A continued increase in labor costs could have an adverse effect on our operating costs, financial condition and results of operations.

Previous wording

On June 3, 2025, our Board of Directors approved the 2025 SRP to repurchase up to $5.0 million of our common stock, par value $0.001 per share, from time to time until June 3, 2027 or such other date as we have exhausted, or the Board of Directors otherwise terminates, the repurchase authorization. The timing, volume, price, and terms of the repurchases will depend on market and business conditions, applicable legal requirements, and other factors. The repurchases may be made on the open market, in privately negotiated transactions, or in such other manner (e.g., accelerated share repurchase transactions, block trades, derivatives, or otherwise) that complies with the terms of applicable federal and state securities laws and regulations.

Current wording

On June 3, 2025, our Board of Directors approved the 2025 SRP to repurchase up to $5.0 million of our common stock, par value $0.001 per share, from time to time until June 3, 2027 or such other date as we have exhausted, or the Board of Directors otherwise terminates, the repurchase authorization. The timing, volume, price, and terms of the repurchases will depend on market and business conditions, applicable legal requirements, and other factors. The repurchases may be made on the open market, in privately negotiated transactions, or in such other manner (e.g., accelerated share repurchase transactions, block trades, derivatives, or otherwise) that complies with the terms of applicable federal and state securities laws and regulations. On November 4, 2025, the Board of Directors authorized an additional $12.0 million under the 2025 SRP and extended the repurchase date through November 4, 2027.

Previous wording

During the third quarter of 2025, we repurchased 227,810 shares of our common stock for approximately $2.3 million. Shares repurchased during the third quarter of 2025 represented 1.5% of outstanding common stock at June 30, 2025. All shares of common stock that were repurchased are held as treasury stock. As of September 30, 2025, we had a remaining $2.7 million authorized for repurchasing shares of our common stock under the 2025 SRP.

Current wording

During the first quarter of 2026, we repurchased 137,088 shares of our common stock for approximately $1.1 million. Shares repurchased during the first quarter of 2026 represented 1.0% of outstanding common stock at December 31, 2025. All shares of common stock that were repurchased are held as treasury stock. As of March 31, 2026, we had a remaining $4.5 million authorized for repurchasing shares of our common stock under the 2025 SRP.

Previous wording

•Comp sales of clinics that have been open for at least 13 full months decreased 2.0%;

Current wording

•Comp sales of clinics that have been open for at least 13 full months decreased 4.2%; and

Previous wording

•System-wide sales for all clinics open for any amount of time decreased 1.5% to $127.3 million.

Current wording

•System-wide sales for all clinics open for any amount of time decreased 4.9% to $126.1 million.

Previous wording

There were no changes in our critical accounting estimates during the three months ended September 30, 2025, from those set forth in “Significant Accounting Policies and Estimates” in our amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2024.

Current wording

There were no changes in our critical accounting policies and estimates during the three months ended March 31, 2026, from those set forth in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The following discussion and analysis of our financial results encompasses the results of our Franchise Operations business segment for the three and nine months ended September 30, 2025, compared with the three and nine months ended September 30, 2024. All financial results and metrics discussed below are on a continuing operations basis.

Current wording

The following discussion and analysis of our financial results encompasses the results of our Franchise Operations business segment for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. All financial results and metrics discussed below are on a continuing operations basis.

Previous wording

Total revenues increased by $0.7 million, primarily due to the continued expansion and revenue growth of our franchise base and included:

Current wording

Total revenues increased by $1.7 million, primarily due to the continued expansion and revenue growth of our franchise base and included:

Previous wording

•Franchise fees increased due primarily to the impact of accelerated revenue recognition resulting from terminated franchise license agreements and related fees, with 12 and 4 franchise license agreements terminated during the three months ended September 30, 2025 and 2024, respectively.

Current wording

•Franchise fees increased due primarily to the impact of accelerated revenue recognition resulting from terminated franchise license agreements and related fees, with 29 and 10 franchise license agreements terminated during the three months ended March 31, 2026 and 2025, respectively.

Previous wording

•IT-related income and software fees revenue increased due to an increase in our franchised clinic base and the related revenue recognition over the term of the franchise agreement as described above.

Current wording

•IT-related income and software fees revenue increased due to an increase in our franchised clinic base and the related revenue recognition over the term of the franchise agreement. As of March 31, 2026 and 2025, there were 868 and 847 franchised clinics in operation, respectively.

Previous wording

For the three months ended September 30, 2025, as compared with the three months ended September 30, 2024, the total cost of revenues decreased primarily due to a reduction in regional developer royalties. For the nine months ended September 30, 2025, as compared with the nine months ended September 30, 2024, the total cost of revenues increased primarily due to an increase in the number of franchised clinics in operation during the current period, along with continued sales growth in existing franchised clinics in regional developer regions, partially offset by the reduction in regional developer royalties as mentioned above.

Current wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, the total cost of revenues decreased primarily due to a reduction in regional developer royalties.

Previous wording

For the three and nine months ended September 30, 2025, as compared with the three and nine months ended September 30, 2024, selling and marketing expenses increased due to an increase in expenses associated with our digital marketing transformation efforts primarily incurred during the first and third quarters in 2025.

Current wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, selling and marketing expenses increased due to an increase in expenses associated with our national marketing campaign efforts, which began late in the fourth quarter of 2025.

Previous wording

Depreciation and amortization expenses increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to depreciation expenses related to internal use software enhancements and developments, including the launch of our new mobile app.

Current wording

Depreciation and amortization expenses increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to depreciation expenses related to internal use software enhancements and developments, including the launch of our new mobile app during the third quarter of 2025.

Previous wording

For the three months ended September 30, 2025, as compared with the three months ended September 30, 2024, general and administrative expenses decreased primarily due to a decrease in payroll and other employee compensation expenses, partially offset by an increase due to a legal contingency accrual of $0.1 million. For the nine months ended September 30, 2025, as compared with the nine months ended September 30, 2024, general and administrative expenses decreased primarily due to a decrease in payroll and other employee compensation expenses reflective of fewer employees in the first three quarters of 2025 compared to the first three quarters of 2024, including the departure of long-tenure employees with stock-based compensation during 2025, partially offset by the legal contingency accrual of $0.1 million. As a percentage of revenue, general and administrative expenses during the three months ended September 30, 2025 and 2024 were 55% and 59%, respectively. As a percentage of revenue, general and administrative expenses during the nine months ended September 30, 2025 and 2024 were 55% and 60%, respectively.

Current wording

For the three months ended March 31, 2026, as compared with the three months ended March 31, 2025, general and administrative expenses increased primarily due to an increase in workers' compensation insurance and professional services expenses, partially offset by a decrease in payroll and other employee compensation expenses. As a percentage of revenue, general and administrative expenses during the three months ended March 31, 2026 and 2025 were 48% and 53%, respectively.

Previous wording

Gain (loss) from operations decreased by $0.7 million for the three months ended September 30, 2025, compared with the three months ended September 30, 2024. The decrease in the loss to a gain was primarily due to:

Current wording

Income (loss) from operations increased by $1.6 million for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. The increase from the loss to a gain was primarily due to:

Previous wording

•a decrease of $0.2 million in our total cost of revenues; and

Current wording

•a decrease of $0.3 million in our total cost of revenues; partially offset by

Previous wording

•an increase of $0.3 million in selling and marketing expenses; and

Current wording

•an increase of $0.2 million in selling and marketing expenses; and

Previous wording

•a decrease of $0.2 million in general and administrative expenses; partially offset by

Current wording

•an increase of $0.2 million in general and administrative expenses.

Previous wording

Other income, net increased during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily due to the deployment of additional cash and cash equivalents into higher interest rate money market funds resulting in increased interest income.

Current wording

Other income, net increased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to the deployment of additional cash and cash equivalents into higher interest rate money market funds resulting in increased interest income.

Previous wording

Income tax expense increased during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily due to an increase in estimated state income taxes.

Current wording

Income tax expense decreased during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to a decrease in estimated state income taxes.

Previous wording

The tables below reconcile net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

Current wording

The table below reconcile net income (loss) to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Previous wording

•Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Current wording

•While not included in the presented periods, Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Previous wording

As of September 30, 2025, we had unrestricted cash and short-term bank deposits of $29.7 million. We used $1.1 million of cash flow from operating activities from both continuing and discontinued operations in the nine months ended September 30, 2025. While unfavorable global economic or political conditions create potential liquidity risks, as discussed further below, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations and amounts available under our line of credit will be sufficient to fund our anticipated operating and investment needs for at least the next 12 months.

Current wording

As of March 31, 2026, we had unrestricted cash and short-term bank deposits of $20.7 million. We used $1.5 million of cash flow from operating activities from both continuing and discontinued operations in the three months ended March 31, 2026. While unfavorable global economic or political conditions create potential liquidity risks, as discussed further below, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations and amounts available under our line of credit will be sufficient to fund our anticipated operating and investment needs for at least the next 12 months.

Previous wording

While the interruptions, delays and/or cost increases resulting from political instability and geopolitical tensions, adverse weather conditions, economic weakness, inflationary pressures, elevated interest rates and other factors have created uncertainty as to general economic conditions for the remainder of 2025, as of the date of this Quarterly Report on Form 10-Q, we believe that we have adequate capital resources and sufficient access to external financing sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business. For the remainder of 2025, we expect to use or redeploy our cash resources to support our business within the context of prevailing market conditions, which, given the ongoing uncertainties described above, could rapidly and materially deteriorate or otherwise change. Our long-term capital requirements, primarily for acquisitions and other corporate initiatives, could be dependent on our ability to access additional funds through the debt and/or equity markets. If the equity and credit markets deteriorate, including as a result of economic weakness, political unrest or war, or any other reason, it may make any necessary equity or debt financing more difficult to obtain in a timely manner and on favorable terms, if at all, and if obtained, it may be more costly or more dilutive. From time to time, we consider and evaluate transactions related to our portfolio and capital structure, including debt financings, equity issuances, purchases and sales of assets, and other transactions. Given the ongoing uncertainties described above, the levels of our cash flows from operations for the remainder of 2025 may be impacted. There can be no assurance that we will be able to generate sufficient cash flows or obtain the capital necessary to meet our short and long-term capital requirements.

Current wording

While the interruptions, delays and/or cost increases resulting from political instability and geopolitical tensions, adverse weather conditions, economic weakness, inflationary pressures, elevated interest rates and other factors have created uncertainty as to general economic conditions for the remainder of 2026, as of the date of this Quarterly Report on Form 10-Q, we believe that we have adequate capital resources and we have sufficient access to external financing sources to satisfy our current and reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business. For the remainder of 2026, we expect to use or redeploy our cash resources to support our business within the context of prevailing market conditions, which, given the ongoing uncertainties described above, could rapidly and materially deteriorate or otherwise change. Our long-term capital requirements, primarily for corporate initiatives, could be dependent on our ability to access additional funds through the debt and/or equity markets. If the equity and credit markets deteriorate, including as a result of economic weakness, political unrest or war, or any other reason, it may make any necessary equity or debt financing more difficult to obtain in a timely manner and on favorable terms, if at all, and if obtained, it may be more costly or more dilutive. From time to time, we consider and evaluate transactions related to our portfolio and capital structure, including debt financings, equity issuances, purchases and sales of assets, and other transactions. Given the ongoing uncertainties described above, the levels of our cash flows from operations for the remainder of 2026 may be impacted. There can be no assurance that we will be able to generate sufficient cash flows or obtain the capital necessary to meet our short and long-term capital requirements.

Previous wording

Net cash used in operating activities for both continuing and discontinued operations decreased by $6.3 million to $1.1 million for the nine months ended September 30, 2025, compared to net cash provided by operating activities of $5.3 million for the nine months ended September 30, 2024. The decrease in net cash was primarily attributable to a change in accrued expenses of $3.4 million related to the settlement of a medical injury claim during the first quarter of 2025, which was partially offset by a related change in accounts receivable of $1.9 million for insurance recoveries, a change in prepaid expenses and other current assets of $0.4 million due to the payment of our annual director and officers insurance premiums during the first quarter of 2025 and a change in accounts payable of $0.6 million primarily due to the timing of payments during the third quarter of 2025.

Current wording

Net cash used in operating activities for both continuing and discontinued operations decreased by $2.2 million to $1.5 million for the three months ended March 31, 2026, compared to net cash used in operating activities of $3.7 million for the three months ended March 31, 2025. The decrease in net cash used in operating activities was primarily attributable to a change in accrued expenses of $3.5 million related to the settlement of a medical injury claim during the first quarter of 2025, which was partially offset by a related change in accounts receivable of $1.0 million for insurance recoveries, a change in payroll liabilities of $1.0 million related to increased payout of our annual bonuses and a change prepaid expenses and other current assets of $0.8 million related to lower insurance premiums due to fewer company-owned or managed clinics in 2026 as compared to 2025.

Previous wording

Net cash provided by investing activities was $6.6 million and net cash used by investing activities was $0.5 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, this included proceeds from sales of clinics of $7.8 million, partially offset by purchases of property and equipment of $1.2 million. For the nine months ended September 30, 2024, this included purchases of property and equipment of $0.9 million and proceeds from sales of clinics of $0.4 million.

Current wording

Net cash used in investing activities was $0.2 million for the three months ended March 31, 2026, compared to net cash used in investing activities of $0.3 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, this included purchases of property and equipment of $0.2 million. For the three months ended March 31, 2025, this included purchases of property and equipment of $0.3 million and proceeds from sales of clinics of $40 thousand.

Previous wording

Net cash used in financing activities for the nine months ended September 30, 2025 was $0.8 million, compared to $2.0 million in net cash used in financing activities for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, net cash used in financing activities included $2.3 million of common stock purchases under the 2025 SRP, partially offset by cash receipts from stock option exercises of $1.5 million. For the nine months ended September 30, 2024, net cash used in financing activities included the pay down of the outstanding balance on our Debt under the Credit Agreement in the amount of $2.0 million.

Current wording

Net cash used in financing activities for the three months ended March 31, 2026 was $1.2 million, compared to net cash provided by financing activities of $0.9 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, net cash used in financing activities primarily included $1.1 million of common stock purchases under the 2025 SRP. For the three months ended March 31, 2025, net cash provided by financing activities included cash receipts from stock option exercises of $0.9 million.

Previous wording

As discussed in the “Recent Events” section of this MD&A, our Board of Directors approved the 2025 SRP to repurchase up to $5.0 million of our common stock. During the three and nine months ended September 30, 2025, we repurchased 227,810 shares under the 2025 SRP. Refer to the “Recent Events” section above for more information and Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" of this Quarterly Report on Form 10-Q for our monthly repurchase activity during the three months ended September 30, 2025.

Current wording

As discussed in the “Recent Events” section of this MD&A, our Board of Directors approved the 2025 SRP to repurchase up to $17.0 million of our common stock. During the three months ended March 31, 2026, we repurchased 137,088 shares under the 2025 SRP. Refer to the “Recent Events” section above for more information and Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" of this Quarterly Report on Form 10-Q for our monthly repurchase activity during the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Current wording

During the three months ended March 31, 2026, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On March 31, 2026, we acquired the regional developer territory rights from one of our regional developers in the state of Ohio. We carried an upfront regional developer fee liability balance associated with this transaction of $37 thousand, representing the unrecognized fee collected upon the execution of the regional developer agreement.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

On November 4, 2025, the Board of Directors authorized an additional $12.0 million under the 2025 SRP and extended the repurchase date through November 4, 2027.

Previous report — wording carried elsewhere

Components of revenues were as follows:

Previous report — wording carried elsewhere

Total revenues increased by $2.3 million, primarily due to the continued expansion and revenue growth of our franchise base and included:

Previous report — wording carried elsewhere

•Franchise fees increased due primarily to the impact of accelerated revenue recognition resulting from terminated franchise license agreements and related fees, with 30 and 9 franchise license agreements terminated during the nine months ended September 30, 2025 and 2024, respectively.

Previous report — wording carried elsewhere

•IT-related and software fees revenue increased due to an increase in our franchised clinic base and the related revenue recognition over the term of the franchise agreement as described above.

Previous report — wording carried elsewhere

•an increase of $0.7 million in total revenues;

Previous report — wording carried elsewhere

•an increase of $0.1 million in our total cost of revenues; and