JOINT Corp
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 14, 2025
JYNT$6.83+2.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a)Documents filed as part of this report.
(1)Financial Statements. The consolidated financial statements listed on the index to Item 8 of this Form 10-K are filed as a part of this Annual Report.
(2)Financial Statement Schedules. All financial statement schedules have been omitted since the information is either not applicable or required or is included in the consolidated financial statements or notes thereof.
(3)Exhibits.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description · Form · File No. · Exhibit(s) · Filing Date · ProvidedHerewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | S-1 | 333-198860 | 3.2 | 9/19/2014 |
| 3.2 | Fourth Amended and Restated Bylaws | 10-Q | 001-36724 | 3.2 | 9/26/2023 |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-36724 | 4.1 | 3/6/2020 |
| 10.1# | Form of Indemnification Agreement between the Registrant and each of its directors and officers and related schedule. | S-1 | 333-198860 | 10.1 | 9/19/2014 |
| 10.2# | 2012 Stock Plan. | S-1 | 333-198860 | 10.2 | 9/19/2014 |
| 10.3# | Amended and Restated 2014 Incentive Stock Plan. | 8-K | 001-136724 | 10.1 | 5/25/2023 |
| 10.4# | Amendment to Amended and Restated 2014 Incentive Stock Plan | 10-K | 001-36724 | 10.6 | 3/6/2020 |
| 10.5# | Amendment to Amended and Restated 2014 Incentive Stock Plan | 10-K | 001-36724 | 10.5 | 3/14/2022 |
| 10.6# | Form of Incentive Stock Option Agreement under 2014 Stock Plan. | S-1 | 333-207632 | 10.4 | 10/27/2015 |
| 10.7# | Form of Incentive Stock Option Agreement under Amended and Restated 2014 Stock Plan | 8-K | 333-207632 | 10.1 | 4/3/2019 |
| 10.8# | 2020 Amended Form of Incentive Stock Option Agreement under Amended and Restated 2014 Stock Plan | 10-K | 001-36724 | 10.9 | 3/6/2020 |
| 10.9# | Form of Nonstatutory Stock Option Agreement under 2014 Stock Plan. | S-1 | 333-207632 | 10.5 | 10/27/2015 |
| 10.10# | Form of Nonstatutory Stock Option Agreement under Amended and Restated 2014 Stock Plan | 8-K | 333-207632 | 10.2 | 4/3/2019 |
| 10.11# | Amended Form of Nonstatutory Stock Option Agreement under Amended and Restated 2014 Stock Plan | 10-K | 001-36724 | 10.12 | 3/6/2020 |
| 10.12# | Form of Nonstatutory Stock Option Agreement under 2014 Stock Plan for Article 7, Annual Option Grants. | S-1 | 333-207632 | 10.6 | 10/27/2015 |
| 10.13# | Form of Restricted Stock Award under Amended and Restated 2014 Stock Plan | 10-K | 001-36724 | 10.54 | 3/9/2018 |
| 10.14# | 2019 Amended Form of Restricted Stock Award Agreement under Amended and Restated 2014 Stock Plan | 8-K | 333-207632 | 10.3 | 4/3/2019 |
| 10.15# | 2020 Amended Form of Restricted Stock Award Agreement under Amended and Restated 2014 Stock Plan | 10-K | 001-36724 | 10.16 | 3/6/2020 |
| 10.16# | Executive Short-Term Incentive Plan (amended January 25, 2021) | 8-K | 001-36724 | 10.1 | 1/27/2021 |
| 10.17# | Executive Short-Term Incentive Plan (amended May 2, 2021) | 10-Q | 001-36724 | 10.1 | 8/6/2021 |
| 10.18# | Employment Letter Agreement between The Joint Corp. and Jake Singleton dated November 6, 2018 | 8-K | 001-36724 | 10.1 | 11/8/2018 |
| 10.19# | Confidentiality, Noncompetition and Nonsolicitation Agreement between the Registrant and Jake Singleton dated November 6, 2018 | 8-K | 001-36724 | 10.2 | 11/8/2018 |
| 10.20# | Amendment to Employment Letter Agreement between the Registrant. and Jake Singleton dated March 3, 2020 | 10-K | 001-36724 | 10.32 | 3/6/2020 |
| 10.21# | Employment Letter Agreement between the Registrant and Peter Holt dated December 11, 2018 | 8-K | 001-36724 | 10.1 | 12/6/2018 |
| 10.22# | Confidentiality, Noncompetition and Nonsolicitation Agreement between the Registrant and Peter Holt dated December 11, 2018 | 10-K | 001-36724 | 10.47 | 3/11/2019 |
| 10.23 | Lease Agreement dated May 17, 2019 between the Registrant and Terra Verde Owner LLC for the Registrant’s office located at 16767 North Perimeter Drive, Suite 110, Scottsdale, Arizona 85260 | 10-K | 001-36724 | 10.20 | 3/6/2020 |
| 10.24 | Form of the Registrant’s Regional Developer License Agreement. | 10-K/A | 001-36724 | 10.2 | 9/26/2023 |
| 10.25 | Form of the Registrant’s Franchise Agreement. | 10-K/A | 001-36724 | 10.3 | 9/26/2023 |
| 10.26 | Credit Agreement, dated as of February 28, 2020, among the Registrant JPMorgan Chase Bank, N.A., as the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent and Sole Bookrunner and Sole Lead Arranger | 8-K | 001-36724 | 10.1 | 3/3/2020 |
| 10.27 | Pledge and Security Agreement, dated as of February 28, 2020, among the Registrant and JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 001-36724 | 10.2 | 3/3/2020 |
| 10.28 | Term A Loan Note dated February 28, 2020 | 8-K | 001-36724 | 10.3 | 3/3/2020 |
| 10.29 | Revolving Loan Note dated February 28, 2020 | 8-K | 001-36724 | 10.4 | 3/3/2020 |
| 10.30 | Loan Note dated as of April 9, 2020 | 8-K | 001-36724 | 10.1 | 4/15/2020 |
| 10.31 | Corrected Second Amendment to Credit Agreement, dated as of February 28, 2022 (the “2022 Amendment”) with Annex 1 Credit | 10-Q | 001-36724 | 10.1 | 5/6/2022 |
| 10.32 | Amended and Restated Revolving Loan Note dated February 28, 2022 | 8-K | 001-36724 | 10.2 | 3/4/2022 |
| 10.33 | Asset Purchase Agreement dated July 17, 2019, by and among the Registrant, TJ of Savannah – Twelve Oaks, LLC, a Georgia limited liability company, TJ of Pooler, LLC, a Georgia limited liability company, and TJ of Bluffton, LLC, a Georgia limited liability company , Robyn Meglin and Allen Meglin, as amended | 8-K | 001-36724 | 10.1 | 7/23/2019 |
| 10.34 | Asset and Franchise Purchase Agreement, dated August 1, 2019, among the Registrant, RJJ, LLC a South Carolina limited liability company, Robin Willey and Judy Willey | 8-K | 001-36724 | 10.1 | 8/5/2019 |
| 10.35 | North Carolina Regional Developer License Purchase Agreement dated as of December 31, 2020 by and among the Registrant as purchaser, Wellness Incorporated, a North Carolina corporation as seller, and Paul Trindel as guarantor | 10-K | 001-36724 | 10.40 | 3/5/2021 |
| 10.36 | Georgia Regional Developer License Purchase Agreement dated as of January 1, 2021 by and among the Registrant as purchaser, Midtown Health Solutions, Inc., a Georgia corporation as seller, and Dr. Patrick Greco as guarantor | 10-K | 001-36724 | 10.41 | 3/5/2021 | |
| 10.37 | Asset and Franchise Purchase Agreement dated May 19, 2022 among the Registrant, SJV Tempe Marketplace, LLC, an Arizona limited liability company (“ TM ”), Shakarian Joint Ventures, LLC, an Arizona limited liability company (“ SJV ”), SJV East Mesa, LLC, an Arizona limited liability company (“ EM ”), SJV Apache Junction, LLC, an Arizona limited liability company (“ AJ ”), Dr. Aaron Shakarian, an individual and Stacie Shakarian, an individual (TM, SJV, EM, AJ, Dr. Aaron Shakarian and Stacie Shakarian, collectively, the “Seller ”), and Shakarian Holdings, LLC, an Arizona limited liability company, Dr. Aaron Shakarian, an individual and Stacie Shakarian, an individual (collectively, the “ Shareholder ”) | 10-Q | 001-36724 | 10.1 | 8/5/2022 | |
| 10.38# | Executive Short-Term Incentive Plan (STIP) (Amended March 7, 2023) | 10-Q/A | 001-36724 | 10.2 | 10/30/2023 | |
| 10.39 | Confidentiality Agreement | 8-K | 001-36724 | 10.2 | 11/8/2023 | |
| 10.40# | The Joint Corp. 2024 Incentive Stock Plan | 8-K | 001-36724 | 10.1 | ||
| 10.41# | Form of Stock Option Agreement (Incentive Stock Option Granted Under The Joint Corp. 2024 Incentive Stock Plan) | X | ||||
| 10.42# | Form of Stock Option Agreement (Nonstatutory Stock Option Granted Under The Joint Corp. 2024 Incentive Stock Plan) | X | ||||
| 10.43# | Form of Restricted Stock Award (The Joint Corp. 2024 Incentive Stock Plan) | X | ||||
| 10.44# | Form of Confidentiality and Nonsolicitation Agreement | X | ||||
| 10.45# | Separation Agreement and Release, dated October 13, 2024, by and between the Registrant and Peter D. Holt | 8-K | 001-36724 | 10.1 | 10/15/2024 | |
| 10.46# | Employment Agreement, dated October 14, 2024, by and between the Registrant and Sanjiv Razdan | 8-K | 001-36724 | 10.2 | 10/15/2024 | |
| 10.47# | Restricted Stock Award Grant Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan | 8-K | 001-36724 | 10.3 | 10/15/2024 | |
| 10.48# | Stock Option Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan | 8-K | 001-36724 | 10.4 | 10/15/2024 | |
| 10.49# | Confidentiality and Nonsolicitation Agreement, dated as of October 14, 2024, by and between the Registrant and Sanjiv Razdan | 8-K | 001-36724 | 10.5 | 10/15/2024 | |
| 10.50 | Amended and Restated Nomination and Standstill Agreement, dated as of December 19, 2024, by and amount The Joint Corp., Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky, and Jefferson Gramm | 8-K | 001-36724 | 10.1 | 12/23/2024 | |
| 10.51# | Executive Short-Term Incentive Plan (STIP) (Amended March 10, 2025) | X | ||||
| 19.1 | Insider trading policies and procedures | X | ||||
| 21 | List of subsidiaries of the Registrant | S-1 | 333-198860 | 21.1 | 9/19/2014 | |
| 23.1 | Consent of BDO USA, P.C. | X |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32** | Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97 | The Joint Corp. Executive Officer Clawback Policy | X |
| 101.INS | XBRL Instance Document (the instance document does not appear in the Interactive Data Filebecause its XBRL tags are embedded within the inline XBRL document) | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
| # Management contract or compensatory plan or arrangement | ||
|---|---|---|
| ** Furnished, not filed | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.