The Joint Corp.
10/01/2026 | Press release | Distributed by Public on 10/01/2026 04:38
Material Agreement (Form 8-K)
Item 1.01. Entry Into a Material Definitive Agreement.
On October 1, 2026, we entered into an Asset Purchase Agreement (the "APA") with The Joint Franchises San Antonio, LLC, a Texas limited liability company, The Joint Franchises DFW, LLC, a Texas limited liability company, The Joint Franchises Houston, LLC, a Texas limited liability company, The Joint Franchises Austin, LLC, a Texas limited liability company, and The Joint Franchises Texas, Ltd., a Texas limited partnership, of which David Glover and Anne Glover, residents of Texas, are the limited partners (referred to collectively as the "Sellers" and individually as a "Seller"), pursuant to which effective at 12:01 a.m. on October 1, 2026, we will reacquire from the Sellers certain regional development rights in the Texas region, and mutually terminate the related regional developer agreements with the Sellers in the Texas region (collectively, the "Texas RDAs"). As of October 1, 2026, the Texas region includes 141 franchised clinics and following the transaction, the Sellers will continue to franchise eight clinics in Texas through their affiliates.
The Texas RDAs are among the Company's earliest regional developer agreements and included certain negotiated terms such as renewal rights for multiple successive 10-year terms. Pursuant to the Texas RDAs, the Sellers received approximately $2.3 million in royalties paid by franchisees in the Texas region during the trailing twelve months ended August 31, 2026. Based on the foregoing, the aggregate purchase price we will pay to Seller is $8.0 million in cash due upon execution of the agreement, and if certain gross sales metrics are met or exceeded under these Texas RDAs during the two annual periods beginning September 1, 2026, up to $2.0 million in additional consideration payments, split evenly between the two years.
The APA also contains other provisions, covenants, representations, and warranties that are typical in transactions of this size, type, and complexity.
The description of the APA does not purport to be complete, and such description is qualified in its entirety by reference to the complete terms of the APA, which will be filed as an exhibit to our Annual Report on Form 10-K.
The Joint Corp. published this content on October 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 01, 2026 at 10:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]