JOINT Corp

We have determined that we are unable, without unreasonable effort or expense, to file our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) within the prescribed time period for the reasons described below. On July 30, 2025, we filed a Current Report on Form 8-K with the SEC disclosing that our Chief Financial Officer, following discussions with the members of the Audit Committee of our Board of Directors and in consultation with BDO USA, P.C (“BDO”), our independent registered public accounting firm, concluded that each of (i) our previously issued audited financial statements as of and for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024 and (ii) our previously issued unaudited interim financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (collectively, the “Previously Issued Financial Statements”) contain material errors and should be restated. The identified errors relate to the previously recorded impairment on the carrying values of company-owned or managed clinics classified as held for sale and included in discontinued operations. We are also evaluating the impact of the identified errors on our internal control over financial reporting and disclosure controls and procedures. Although the evaluation is not yet complete, we expect it will result in a material weakness in our internal control over financial reporting and will conclude that our disclosure controls and procedures were ineffective during the applicable periods related to the Previously Issued Financial Statements

The Joint Corp. (the “Company”) was unable to file, without unreasonable effort and expense, its Form 10-Q for the quarter ended June 30, 2023 (the “Form 10-Q”) within the prescribed time period. The delay is because the Company is in the process of re-evaluating its accounting treatment related to the Company’s regional developer arrangements and the related impact to its current and previously issued financial statements, which is necessary for the Company’s independent registered accounting firm to complete its quarterly review procedures related to Form 10-Q. This evaluation was not precipitated by any claim of fraud or misrepresentation, and no fraud or misrepresentation is alleged. The resolution of the accounting treatment around regional developer arrangements will have a non-cash impact to the Company’s previously issued financial statements. It is anticipated that the Form 10-Q will be filed on or before the 5th calendar day following its prescribed due date

The Joint Corp. (the “Company”) was unable to file, without unreasonable effort and expense, its Form 10-K Annual Report for the year ended December 31, 2021 within the prescribed time period as the Company requires additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K, due, in part, to the Company transitioning for the first time to the significantly shortened filing deadline applicable to large accelerated filers. In addition, the Company needed additional time to fully complete its assessment of certain internal control findings, as well as its assessments of the ineffectiveness of its disclosure controls and procedures around internal control over financial reporting as of December 31, 2021. Although the assessment is not yet complete, the Company expects to report material weakness in its internal control over financial reporting. It is anticipated that the Form 10-K Annual Report, along with the financial statements, will be filed on or before the 15th calendar day following the prescribed due date of the Company’s Form 10-K