The Joint Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to ________ Commission File Number:001-36724 TheJoint Corp. (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 Which RegisteredCommon Stock, $0.001 Par Value Per ShareJYNTTheNASDAQCapital Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☑ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 reportingcompany, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” andcompany”inRule12b-2oftheExchangeAct. “emerginggrowth 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 extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during 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 the Act).Yes☐No☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $205.7million as of June 28, 2024 based on the closing sales price of the common stock on the NASDAQ Capital Market. There were15,174,931shares of the registrant’s common stock outstanding as of March10, 2025. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement relating to its 2025 Annual Meeting of Stockholders, to be filed with the Securities and ExchangeCommission (the “SEC”) pursuant to Regulation14A within 120 days after the registrant’s fiscal year ended December31, 2024, are incorporatedby reference in PartIII of this Form10-K. TABLE OF CONTENTS PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART II Item5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PARTIII Item10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactio