The Joint Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Multi-Sector Companies
Miscellaneous
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2025
The Joint Corp.
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(480 ) 245-5960
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2025, our Board of Directors (the “Board”) increased the size of the Board by one director and appointed Sandra R.A. Karrmann to fill the vacancy created by the increase in size of the Board. Ms. Karrmann will serve as Chair of the Compensation Committee of the Board.
As a non-employee director, Ms. Karrmann is eligible to receive compensation in accordance with our compensation program for non-employee directors. There are no arrangements or understandings between Ms. Karrmann and any other person pursuant to which Ms. Karrmann was elected to serve as a director, nor are there any related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On June 4, 2025, we issued a press release announcing the appointment of Ms. Karrmann. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On June 3, 2025, the Board approved a stock repurchase plan 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 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 June 5, 2025, we issued a press release announcing that the Board approved the stock repurchase plan. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE JOINT CORP. | |||||||||||
| Date: | June 3, 2025 | By: | /s/ Sanjiv Razdan | ||||||||
| Sanjiv Razdan | |||||||||||
| President and Chief Executive Officer | |||||||||||