IMAC Holdings Files 8-K Amendment

TL;DR

IMAC Holdings filed an 8-K amendment on Nov 22 for a Nov 12 event, likely a material agreement update.

AI Summary

IMAC Holdings, Inc. filed an amendment (No. 2) to its Form 8-K on November 22, 2024, reporting an event that occurred on November 12, 2024. This amendment pertains to the entry into a material definitive agreement and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Franklin, Tennessee.

Why It Matters

This filing indicates a significant update or correction to a previous report concerning a material agreement, which could impact the company's operational or financial status.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can signal changes or corrections to previously disclosed material events, requiring investor attention.

Key Numbers

• 001-38797 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-0784691 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• IMAC Holdings, Inc. (company) — Registrant
• November 12, 2024 (date) — Earliest event reported
• November 22, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Franklin, Tennessee (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BACK Nasdaq Capital Mark
• $800 — "Securities"), (at a purchase price of $800 for each Preferred Share and Warrant to
• $3,740,000 — Common Stock) for aggregate proceeds of $3,740,000. Such investment is referred to as the
• $2,240,000 — n future closings. The Company has used $2,240,000 of the proceeds of the PIPE Financing t
• $1,000 — G Preferred Stock has a stated value of $1,000 (subject to increase upon any capitaliz
• $1.57 — ased on the fixed "Conversion Price" of $1.57. Adjustment to Conversion Price. The
• $0.24 — t (downward only) to the greater of (x) $0.24 (the "Floor Price") and (y) 80% of the
• $1.44 — Warrants will have an exercise price of $1.44 per share, subject to customary adjustm
• $60 million — ed to purchase, up to the lesser of (i) $60 million of newly issued shares (the "Shares") o
• $0.25 — ommon Stock is equal to or greater than $0.25 (the "Purchase Date"), the Company may
• $25,000 — o exceed the lower of 100,000 shares or $25,000 at a purchase price equal to the lesser
• $1,000,000 — ained with respect to the Exchange Cap, $1,000,000 of Common Stock, valued at the VWAP Pur

Filing Documents

• form8-ka.htm (8-K/A) — 91KB
• ex10-1.htm (EX-10.1) — 331KB
• ex10-2.htm (EX-10.2) — 295KB
• 0001493152-24-047462.txt ( ) — 1017KB
• back-20241112.xsd (EX-101.SCH) — 3KB
• back-20241112_lab.xml (EX-101.LAB) — 33KB
• back-20241112_pre.xml (EX-101.PRE) — 24KB
• form8-ka_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 IMAC Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38797 83-0784691 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 3401 Mallory Lane , Suite 100 Franklin , Tennessee 37067 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (844) 266-4622 (Former name or former address, if changed since last report) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share BACK Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. Explanatory Note: This Amendment No. 2 to the Current Report on Form 8-K filed on November 13, 2024 (the "Form 8-K"), as amended by Current Report on Form 8-K/A No. 1 filed on November 13, 2024 ("Amendment No. 1"), is being filed to (i) update the disclosure under Item 1.01. Entry into a Material Definitive Agreement. of the Form 8-K to correct the closing date and the number of shares of Series G Preferred Series G convertible stock, par value $0.001 per share ("Series G Preferred Stock"), issued in accordance with the terms of the Securities Purchase Agreement, dated November 12, 2024 (the "Securities Purchase Agreement"), by and among IMAC Holdings, Inc. (the "Company") and certain accredited investors (the "Investors") and (ii) to file the correct versions of Exhibits 10.1 and 10.2. Wrong versions of Exhibits 10.1 and 10.2 were previously filed with the Form 8-K and Amendment No. 1. No other change to the Form 8-K or Amendment No. 1 is effected by this Amendment No. 2. Item 1.01. Entry into a Material Definitive Agreement. PIPE Financing As previously disclosed, on November 12, 2024, the Company entered into the Securities Purchase Agreement with the Investors, pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 4,676 shares of Series G Preferred Stock and warrants (the "Warrants", and, together with the Series G Preferred Stock, the "Securities"), (at a purchase price of $800 for each Preferred Share and Warrant to purchase one share of Common Stock) for aggregate proceeds of $3,740,000. Such investment is referred to as the "PIPE Financing". The Securities Purchase Agreement, the Series G Certificate of Designations (as defined below) the Warrants, and the Registration Rights Agreement (as defined below) are collectively referred to as the "Transaction Documents." On November 14, 2024, the Company consummated the PIPE Financing. Additional sales of Series G Preferred Stock and related Warrants may be made in future closings. The Company has used $2,240,000 of the proceeds of the PIPE Financing to repay $2,240,000 of outstanding promissory notes of the Company and intends to use the remainder of the net proceeds of this offering for general corporate purposes. Series G Preferred Stock The following is a description of the principal terms of the Series G Preferred Stock, which will be set forth in a Certificate of Designation of Rights and Preferences of the Series G Convertible Preferred Stock (the "Series G Certificate of Designations"). Authorized; Stock and pursuant to the Series G Certificate of Designations. Each share of Series G Preferred Stock has a stated value of $1,000 (subject to increase upon any capitalization of dividends). Ranking . The Series G Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unle

View Full Filing

View this 8-K/A filing on SEC EDGAR