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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 1, 2026, we entered into a waiver and fourth amendment to our existing credit agreement (the “2026 Amendment”) with JPMorgan Chase Bank, N.A., individually and as Administrative Agent, Issuing Bank, and Lender (“JPMorgan Chase” or the “Lender”). Among other things, the 2026 Amendment waives the existing default of our credit facilities due to a violation of our fixed charg…
Entry Into a Material Definitive Agreement. The information set forth below under
and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Entry Into a Material Definitive Agreement. On April 20, 2026, we entered into an Asset Purchase Agreement (the “Elite Chiro Group Purchase Agreement”) with Elite Chiro Group, a California corporation (“Elite Chiro Group”), as buyer, and Gadi Emein, an individual (“Emein”), as guarantor, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California (the “Elite Chiro Group Transaction”) for a…
and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Entry Into a Material Definitive Agreement. On January 5, 2026, we entered into a letter of agreement (the “Letter Agreement”) with Bandera Partners LLC and Jefferson Gramm (collectively, “Bandera”). Pursuant to the Letter Agreement, we have agreed to include Mr. Gramm in our slate of nominees for the election of directors at our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and recommend that our stockholders vote in favor of his election at the 2026 Annual Meeting. The Let…
Entry Into a Material Definitive Agreement. On January 5, 2026, we entered into a letter of agreement (the “Letter Agreement”) with Bandera Partners LLC and Jefferson Gramm (collectively, “Bandera”). Pursuant to the Letter Agreement, subject to certain conditions, we have agreed to include Mr. Gramm in our slate of nominees for the election of directors at our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and recommend that our stockholders vote in favor of his election at t…
Termination of a Material Definitive Agreement. On December 11, 2025, we delivered a notice of termination (the “Elite Chiro Group Termination Notice”) to terminate the Asset Purchase Agreement, dated November 2, 2025 (the “Elite Chiro Group Purchase Agreement”), between us, Elite Chiro Group, a California corporation (“Elite Chiro Group”), as buyer, and Gadi Emein, an individual, as guarantor, pursuant to which we would have sold to Elite Chiro Group the assets of, and granted franchise righ…
Entry Into a Material Definitive Agreement. On December 5, 2025, we entered into an Asset Purchase Agreement (as amended, the “Southeast Purchase Agreement”) with Addisco Value, LLC, a North Carolina limited liability company, Triangle Chiropractic Associates P.C., a North Carolina professional corporation, and Bluffton TJ, LLC, a South Carolina limited liability company (collectively, the “Buyers”), and Alex Klaus, an individual, Todd Wegerski, DC, an individual, Lisa Ezell, an individual, A…
and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Other Events. On November 4, 2025, our Board of Directors authorized an additional $12.0 million under our previously approved stock repurchase program and extended the repurchase date through November 4, 2027. The currently approved program now authorizes the repurchase of up to an additional $12.0 million of our common stock, par value $0.001 per share, from time to time until November 4, 2027 or such other date as we have exhausted, or the Board of Directors otherwise terminates, the repur…
Entry Into a Material Definitive Agreement. On November 2, 2025, we entered into an Asset Purchase Agreement (the “Elite Chiro Group Purchase Agreement”) with Elite Chiro Group, a California corporation (“Elite Chiro Group”), as buyer, and Gadi Emein, an individual (“Emein”), as guarantor, pursuant to which we will sell to Elite Chiro Group the assets of, and grant franchise rights to, 45 company-owned or managed clinics located in Southern California (the “Elite Chiro Group Transaction”) for…
Entry Into a Material Definitive Agreement. The information set forth below under
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 30, 2025, we entered into a consent and third amendment to our existing credit agreement (the “2025 Amendment”), with JPMorgan Chase Bank, N.A., individually and as Administrative Agent, Issuing Bank, and Lender (“JPMorgan Chase” or the “Lender”). Among other things, the 2025 Amendment contains the consent of the Lender to our refranchising of all company owned or ma…
Entry Into a Material Definitive Agreement. The description of the Separation Agreement set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with Mr. Singleton’s previously announced resignation, we entered into a separation agreement and release, dated August 22, 2025 (the “Separation Agreement”), with Mr. Singleton, which includes a general release of all claims (the “General Release”). Mr. Singleton’s role as our Chief Financial Officer ceased effective as of June 9, 20…
and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be 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 a filing.
and in consultation with BDO USA, LLP (“BDO”), our independent registered public accounting firm, concluded that our previously issued audited financial statements as of and for the year ended December 31, 2024 contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and the unaudited interim financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (collectively, the “Previously Issued Financial Statements”) contained mat…
Completion of Acquisition or Disposition of Assets. On June 30, 2025, we completed the previously announced sale of the assets of, and the franchise rights to, 31 company-owned and managed clinics located in Arizona and New Mexico (the “Joint Ventures Transaction”) to Joint Ventures, LLC, a Nevada limited liability company and our largest franchisee (“Joint Ventures”), for an aggregate purchase price of $11.13 million, subject to certain adjustments, pursuant to an Asset Purchase Agreement, d…
Entry Into a Material Definitive Agreement . On June 23, 2025, we entered into an Asset Purchase Agreement (the “Joint Ventures Purchase Agreement”) with Joint Ventures, LLC, a Nevada limited liability company (“Joint Ventures”), pursuant to which we will sell to Joint Ventures the assets of, and grant franchise rights to, 31 company-owned and managed clinics located in Arizona and New Mexico (the “Joint Ventures Transaction”) for an aggregate purchase price of $11.07 million, subject to cert…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Separation of Jake Singleton Effective June 9, 2025, Jake Singleton separated from our company as our Chief Financial Officer. Appointment of Scott J. Bowman as Chief Financial Officer Effective June 10, 2025, our Board of Directors (the “Board”) appointed Scott J. Bowman as our Chief Financial Officer. Mr. Bowman, age 58, most recently served as t…
Entry Into a Material Definitive Agreement The description of the Employment Agreement set forth under
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 marke…
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 compen…
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