[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) The Joint Corp. issued a press release on July 30, 2025, detailing anticipated financial results related to upcoming restatements, with the information furnished but not filed under the Exchange Act - A press release was issued on July 30, 2025, with anticipated financial results connected to the financial restatements described in Item 4.02[5](index=5&type=chunk) - The information provided in the press release (Exhibit 99.1) is not considered "filed" for the purposes of Section 18 of the Exchange Act, nor is it subject to the liabilities of that section[6](index=6&type=chunk) [Item 4.02 Non-Reliance on Previously Issued Financial Statements](index=2&type=section&id=Item%204.02.%20Non-Reliance%20on%20Previously%20Issued%20Financial%20Statements%20or%20a%20Related%20Audit%20Report%20or%20Completed%20Interim%20Review.) The company determined its FY2024 and Q1 2025 financial statements contain material errors due to misapplied accounting principles for assets held for sale, requiring restatement and leading to a material weakness in internal controls - The company concluded that its audited financial statements for the year ended December 31, 2024, and unaudited statements for the quarter ended March 31, 2025, contained material errors and must be restated[7](index=7&type=chunk) - Investors are formally advised not to rely on the previously issued financial statements, earnings releases, or investor presentations for these periods[7](index=7&type=chunk) - The company expects to report a material weakness in its internal control over financial reporting and ineffective disclosure controls for the affected periods[16](index=16&type=chunk) [Background and Nature of Errors](index=2&type=section&id=Background) Accounting errors stem from an incorrect GAAP-non-compliant valuation methodology for company-owned clinics classified as assets held for sale within discontinued operations - The errors are linked to the impairment calculation on the carrying values of clinics classified as held for sale and part of discontinued operations[8](index=8&type=chunk) - The company misapplied GAAP, specifically regarding the valuation methodology for the fair value measurement of these assets[8](index=8&type=chunk) [Preliminary Estimated Impact of Restatement](index=2&type=section&id=Preliminary%20Estimated%20Impact) Restatement is expected to reduce FY2024 net loss by approximately **$2.2 million** and increase Q1 2025 net income by **$0.5 million**, without impacting Adjusted EBITDA or cash Estimated Impact of Restatement on Financial Statements | Period | Estimated Impact on Pre-Tax Income/Loss from Discontinued Operations (USD) | Estimated Impact on Net Income/Loss (USD) | | :--- | :--- | :--- | | Year Ended Dec 31, 2024 | ~$2.2 million reduction in loss | ~$2.2 million decrease in net loss | | Quarter Ended Mar 31, 2025 | ~$0.5 million increase in income | ~$0.5 million increase in net income | - The carrying value of assets held for sale is expected to increase by an estimated **$2.2 million** as of Dec 31, 2024, and by a cumulative **$2.7 million** as of March 31, 2025[11](index=11&type=chunk)[13](index=13&type=chunk) - The restatement is not expected to have any impact on Adjusted EBITDA, cash, cash equivalents, or restricted cash for the affected periods[12](index=12&type=chunk)[14](index=14&type=chunk) [Remediation and Future Filings](index=3&type=section&id=Remediation%20and%20Future%20Filings) The Joint Corp. plans to file amended reports with restated financials, expects to identify a material weakness in internal controls, and is implementing remedial actions - The company will file an amended Annual Report on Form 10-K/A and an amended Quarterly Report on Form 10-Q/A to reflect the restated financials[15](index=15&type=chunk) - An evaluation of internal controls is underway and is expected to result in the identification of a material weakness and a conclusion that disclosure controls were ineffective[16](index=16&type=chunk) [Forward Looking Statements](index=3&type=section&id=Forward%20Looking%20Statements) The report contains forward-looking statements regarding restatement timing and financial impact, subject to risks including labor shortages, inflation, operational profitability, and internal control remediation - The report contains forward-looking statements regarding the timing of restatement filings and the anticipated effects of the accounting errors[18](index=18&type=chunk) - Identified risks that could affect future results include: inability to recruit qualified personnel, inflation, failure to profitably operate company-owned clinics, and failure to remediate material weaknesses in internal controls[19](index=19&type=chunk) - The company states it has no obligation to update or revise any forward-looking statements[19](index=19&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=4&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits.) This section lists exhibits filed with the Form 8-K, primarily Exhibit 99.1, the press release detailing the financial restatement, and Exhibit 104, the Cover Page Interactive Data File Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated July 30, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

Core Insights - The Joint Corp. is transitioning to a pure play franchisor model, with 92% of its clinics now franchised, and has acquired rights to the Northwest regional developer territory [4][6]. Financial Highlights - Revenue for Q2 2025 increased by 5% to $13.3 million compared to $12.6 million in Q2 2024 [6][8]. - System-wide sales rose by 2.6% to $129.6 million, with comparable sales reporting a growth of 1.4% [8]. - Consolidated net income was $93,000, a significant improvement from a net loss of $3.6 million in Q2 2024 [8][9]. - Adjusted EBITDA for consolidated operations increased by 52% to $3.2 million, while Adjusted EBITDA from continuing operations improved to $88,000 from a loss of $380,000 in Q2 2024 [8][9]. Operating Highlights - The company refranchised 37 clinics for $11.2 million and sold 13 franchise licenses in Q2 2025, compared to seven sold in Q2 2024 [8]. - The clinic count reached 967 as of June 30, 2025, with 885 franchised and 82 corporate clinics [8]. Cost Management - Selling and marketing expenses increased by 1% to $3.5 million, driven by digital marketing transformation efforts [7]. - General and administrative expenses decreased by 1% to $7.7 million due to cost reduction efforts related to refranchising [7]. Balance Sheet and Cash Flow - Unrestricted cash was $29.8 million at June 30, 2025, up from $25.1 million at the end of 2024 [10]. 2025 Guidance - The company revised its guidance for system-wide sales to range from $530 million to $550 million, down from $550 million to $570 million [16]. - Expected comp sales for clinics open 13 months or more are now projected to be in the low-single digit range [16]. - Consolidated Adjusted EBITDA guidance has been increased to a range of $10.8 million to $11.8 million [16].

Core Viewpoint - Flux Power Holdings, Inc. is collaborating with Delta-Q Technologies to host a webinar aimed at guiding OEMs and fleet operators in transitioning to lithium-ion energy solutions for warehouse and ground support equipment operations [1][2]. Group 1: Webinar Details - The webinar titled "Electrifying Warehouse & GSE Operations: A Guide to Lithium-Ion Transition" is scheduled for August 27, 2025, at 8:00 AM PT / 11:00 AM ET [1]. - The session will focus on the integration of smart battery and charging technologies, which are essential for the electrification and automation of material handling and GSE industries [2]. Group 2: Key Topics and Insights - Key topics include evaluating readiness for lithium-ion adoption, maximizing efficiency through space reclamation and energy reduction, and innovations in charging solutions [7]. - Flux Power aims to simplify the electrification process for OEMs and fleet operators, providing a technical roadmap for efficient transitions [3]. - Delta-Q emphasizes the importance of system-level thinking in electrification, highlighting the need for engineered battery systems and charging solutions to unlock the full potential of lithium power [4]. Group 3: Company Backgrounds - Delta-Q Technologies specializes in electrification solutions for various vehicles, offering battery chargers ranging from 350 W to 36 kW [5]. - Flux Power designs and manufactures advanced lithium-ion energy storage solutions, focusing on sectors such as material handling and airport ground support equipment [6][8].

Core Viewpoint - Quadro Resources Ltd. maintains a 49% interest in the Staghorn Property following TRU Precious Metals Corp.'s decision not to proceed with an additional option, and both parties are moving towards a Joint Venture Agreement to define their rights and obligations regarding the property [1][2]. Group 1: Company Overview - Quadro Resources Ltd. is a publicly traded mineral exploration company with approximately 28.5 million shares outstanding, listed on the TSX Venture Exchange under the ticker symbol "QRO" [4]. - The company is focused on advancing gold exploration projects across North America and holds a 49% interest in the Staghorn property, which is optioned to TRU Precious Metals Corp., as well as a 100% interest in the Long Lake property [4]. Group 2: Joint Venture and Future Plans - TRU has completed its earn-in of a 51% interest in the Staghorn Property, while Quadro retains a 49% interest, and both parties are negotiating a Joint Venture Agreement [2]. - Quadro's President and CEO, T. Barry Coughlan, expressed optimism about TRU's continued involvement and the potential for long-term exploration and development of the gold and copper system [3]. - The company is awaiting assay results from TRU's 2025 drill program, which are expected to influence future exploration strategies [3]. - Quadro is also exploring funding opportunities, including potential flow-through and hard-dollar financings, to support its exploration activities and preserve shareholder value [3].

Core Viewpoint - Denarius Metals Corp. has decided not to proceed with a 50/50 joint venture with Quimbaya Gold Inc. after completing due diligence, citing unfavorable conditions for small-scale mining operations in the Segovia Gold District of Colombia [1][2]. Company Overview - Denarius Metals is a Canadian junior mining company focused on the acquisition, exploration, development, and operation of precious metals and polymetallic mining projects in high-grade districts in Colombia and Spain [3]. - The company is listed on Cboe Canada under the symbol "DMET" and also trades on the OTCQX Market in the United States under "DNRSF" [3]. Current Operations - In Colombia, Denarius Metals began mining operations in Q2 2025 at its 100%-owned Zancudo Project, which is a high-grade gold-silver deposit located about 30 km southwest of Medellin [4]. - In Spain, the company has interests in three projects focused on critical minerals, including a 21% interest in Rio Narcea Recursos, S.L. and operates the Aguablanca Project, recognized by the EU as a Strategic Project [5]. - The Aguablanca Project includes a 5,000 tonnes per day processing plant and the rights to exploit the historic Aguablanca nickel-copper mine [5]. - Denarius Metals also owns a 100% interest in the Lomero Project, a polymetallic deposit in the Iberian Pyrite Belt, and a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit in Northern Spain [5].

Core Viewpoint - The Joint Corp. plans to restate its previously issued financial statements for 2024 and the first quarter of 2025 due to errors related to the impairment of assets held for sale, which will affect the reported net loss and carrying value of these assets [1][2][4][6]. Financial Impact - For the year ended December 31, 2024, the correction is expected to reduce the previously reported loss from discontinued operations by approximately $2.2 million, leading to a decrease in net loss and an increase in the carrying value of assets held for sale by the same amount [4]. - For the quarter ended March 31, 2025, the correction is anticipated to increase previously reported income from discontinued operations by approximately $0.5 million, resulting in a cumulative increase in the carrying value of assets held for sale by approximately $2.7 million [6]. Adjusted EBITDA - The adjustments for both the year ended December 31, 2024, and the quarter ended March 31, 2025, are not expected to impact Adjusted EBITDA or cash positions [5][7]. Internal Controls - The company is evaluating the impact of the identified errors on its internal control over financial reporting, expecting to conclude that there will be a material weakness in these controls during the applicable periods [8]. Company Overview - The Joint Corp. is the largest franchisor of chiropractic care in the U.S., operating over 950 locations and facilitating more than 14 million patient visits annually [10]. - The company has been recognized in various industry rankings, including Franchise Times' "Top 400" and Entrepreneur's "Franchise 500" [10]. Business Structure - The Joint Corp. operates as a franchisor and manages clinics in several states, providing management services to affiliated chiropractic practices [11].

Core Insights - Homerun Resources Inc. has received a joint support plan from BNDES and FINEP, indicating financial instruments available to support its business plan [1][2] - The support plan is part of a strategic minerals transformation initiative worth USD $815 million, aimed at accelerating high-impact mineral-transformation projects [2] Financial Instruments - The joint support plan includes various financial instruments such as long-term credit lines, equity investments, non-reimbursable funds, and economic subsidies [2] - Specific programs available include: - Climate Fund with a maximum value of R$ 500 million per economic group, offering a term of up to 16 years [3] - Innovation Investments in R&D&I with a maximum value of R$ 300 million per economic group per calendar year [3] - FINEM for Productive Capacity with funding up to 80% of project value, capped at 100% of fundable items [3] Company Developments - The CEO of Homerun Resources expressed satisfaction with the support plan, emphasizing its role in advancing solar glass production and silica processing capabilities [4] - The R$5 billion funding program is part of the New Industry Brazil initiative, focusing on R&D&I and expected to leverage additional private investment [4] - Homerun is positioned to capitalize on high-growth global energy transition markets through its vertically integrated strategy [9] Strategic Initiatives - The company is developing a 120,000 tpy processing plant and building Latin America's first dedicated high-efficiency solar glass manufacturing facility [11] - Partnerships with the U.S. Department of Energy/NREL are underway for developing long-duration energy storage systems utilizing high-purity silica sand [11] - The company maintains a commitment to ESG principles, focusing on sustainable production technologies [10]

Core Insights - The Joint Corp. will report its second quarter 2025 financial results on August 7, 2025, after market close, with a conference call scheduled for 5:00 p.m. EDT to discuss the results [1][2]. Company Overview - The Joint Corp. is the largest franchisor of chiropractic care in the U.S., operating through The Joint Chiropractic network, with over 950 locations and more than 14 million patient visits annually [4]. - The company has revolutionized access to chiropractic care since introducing its retail healthcare business model in 2010, making quality care convenient and affordable without the need for insurance [4]. - The Joint Corp. has received multiple accolades, including being named "No. 1 in Chiropractic Services" by Entrepreneur and consistently ranking in Franchise Times' annual lists [4]. Business Structure - The Joint Corp. operates as a franchisor of clinics and also manages clinics in certain states, providing management services to affiliated professional chiropractic practices in various states [5].

Core Viewpoint - Smartkem has entered into a preliminary Joint Development Agreement (JDA) with Manz Asia to co-develop next-generation dielectric ink solutions for advanced packaging manufacturing, particularly for AI chip applications [1][2] Company Overview - Smartkem is focused on revolutionizing electronics with a new class of transistors using proprietary advanced semiconductor materials, specifically TRUFLEX® semiconductor polymers, which enable low-temperature printing processes [4][5] - The company has a strong intellectual property portfolio, including 140 granted patents across 17 families, 14 pending patents, and 40 codified trade secrets [6] Industry Context - The collaboration aims to address critical bottlenecks in advanced computer and AI chip packaging by combining Smartkem's semiconductor materials with Manz's precision inkjet technology [2] - The demand for AI computing is driving the need for advancements in 12" wafer-level packaging and large-area panel packaging, which could transform data center infrastructure [2] Joint Development Agreement Details - The JDA is focused on developing scalable, high-performance solutions that enhance manufacturing paradigms, aiming for higher yield and lower cost per packaged chip [2] - The agreement is preliminary and non-binding, with no assurance of a definitive agreement or project outcome [3] Manz Asia Overview - Manz Asia is a leading manufacturer of advanced semiconductor equipment, specializing in CoPoS technology for panel-level packaging [7][8] - The company provides comprehensive equipment solutions that enhance production efficiency and optimize process quality in semiconductor packaging [9]

Core Insights - The Joint Corp. has sold 31 corporate-owned clinics in Arizona and New Mexico for $8.3 million, along with acquiring regional developer rights that generated $855,000 in royalties and franchise fees over the past year [1][2] Group 1: Business Strategy - The refranchising initiative aims to strengthen and simplify the business while ensuring clinics are operated by proven franchise operators [2] - The acquisition of regional developer rights is expected to reduce commission obligations and increase operating margins, as these clinics incurred $855,000 in royalties and commissions in the last twelve months [2] Group 2: Company Overview - The Joint Corp. is the largest franchisor of chiropractic care in the U.S., with over 950 locations and more than 14 million patient visits annually [4] - The company has been recognized in various franchise rankings, including being named "No. 1 in Chiropractic Services" by Entrepreneur [4] Group 3: Operational Structure - The Joint Corp. operates as both a franchisor and operator of clinics in several states, providing management services to affiliated chiropractic practices [5]