The Joint Corp 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _______ to ________ Commission File Number: 001-36724 The Joint Corp.(Exact name of registrant as specified in its charter) Delaware90-0544160 (State or Other Jurisdiction ofIncorporation)(I.R.S. EmployerIdentification No.) 16767 North Perimeter Drive, Suite 110,Scottsdale, Arizona85260 (Address of Principal Executive Offices)(Zip Code) (480) 245-5960(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:TradingTitle Of Each ClassSymbol(s)Name Of Each Exchange On WhichRegisteredCommon Stock, $0.001 ParValue Per ShareJYNTThe NASDAQ Capital Market LLCSecurities Registered Pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated Filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the Non-accelerated filer☐ extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of theregistrant was approximately $205.7 million as of June 28, 2024 based on the closing sales price of thecommon stock on the NASDAQ Capital Market. There were 15,174,931 shares of the registrant’s common stock outstanding as of March 10, 2025. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement relating to its 2025 Annual Meeting of Stockholders, to befiled with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A within 120days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference in Part IIIof this Form 10-K. TABLE OF CONTENTS PageNumbers Item 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 2626272627 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, andIssuer Purchases of Equity Securities28Item 6.[Reserved]28Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk39Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure77Item 9A.Controls and Procedures77Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent I