IMAC Holdings Files 8-K on Equity Sales

TL;DR

IMAC Holdings filed an 8-K for a material definitive agreement on equity sales.

AI Summary

IMAC Holdings, Inc. entered into a Material Definitive Agreement on May 13, 2024, related to the unregistered sale of equity securities. The filing also 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 potential changes in IMAC Holdings' equity structure, which could impact its financial standing and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can introduce uncertainty regarding dilution and future financial obligations.

Key Players & Entities

• IMAC Holdings, Inc. (company) — Registrant
• May 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Franklin, Tennessee (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BACK Nasdaq Capital Mark
• $450,000 — ities"), for aggregate cash proceeds of $450,000. Such investment is referred to as the
• $1,000 — F Preferred Stock has a stated value of $1,000 (subject to increase upon any capitaliz
• $3.401 — ased on the fixed "Conversion Price" of $3.401. Adjustments to Conversion Price . Th
• $0 — ) the greater of (x) the floor price of $0.6802, and (y) 80% of the volume weighte
• $3,000,000 — gregate outstanding principal amount of $3,000,000, and the Theralink Credit Agreement and
• $3.641 — ased on the fixed "Conversion Price" of $3.641. Adjustments to Conversion Price . Th

Filing Documents

• form8-k.htm (8-K) — 101KB
• ex3-1_1.htm (EX-3.1-1) — 325KB
• ex3-1_2.htm (EX-3.1-2) — 340KB
• ex3-1_3.htm (EX-3.1-3) — 342KB
• ex4-1.htm (EX-4.1) — 214KB
• ex10-1.htm (EX-10.1) — 1054KB
• ex10-2.htm (EX-10.2) — 230KB
• 0001493152-24-020323.txt ( ) — 3332KB
• back-20240513.xsd (EX-101.SCH) — 3KB
• back-20240513_lab.xml (EX-101.LAB) — 33KB
• back-20240513_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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): May 13, 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. Item 1.01. Entry into a Material Definitive Agreement. PIPE Financing On May 13, 2024, IMAC Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 450 shares of Series F convertible preferred stock, par value $0.001 per share ("Series F Preferred Stock") and warrants (the "Warrants", and, together with the Series F Preferred Stock, the "Securities"), for aggregate cash proceeds of $450,000. Such investment is referred to as the "PIPE Financing". The Securities Purchase Agreement, the Series F 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 May 14, 2024, the Company consummated the transactions contemplated by the Securities Purchase Agreement. Series F Preferred Stock The following is a description of the principal terms of the Series F Preferred Stock, which will be set forth in a Certificate of Designation of Rights and Preferences of the Series F Convertible Preferred Stock (the "Series F Certificate of Designations"). Authorized; and pursuant to the Series F Certificate of Designations. Each share of Series F Preferred Stock has a stated value of $1,000 (subject to increase upon any capitalization of dividends). Ranking . The Series F 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 unless the Required Holders (to be defined in the Securities Purchase Agreement) consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series F Preferred Stock. Liquidation Preference . In the event of a Liquidation Event, to be defined in the Series F Certificate of Designations, the holders thereof shall be entitled to receive payment in an amount per share equal to the greater of (A) 110% of the sum of the stated value of the share plus any amount owed to the holder by the Company in connection with the share, including all declared and unpaid dividends thereon, on the date of such payment and (B) the amount per share such holders would receive if such shares had been converted into Common Stock immediately prior to the date of such payment; provided, however that if the funds available for such payment to the holders of Series F Preferred Stock and any other capital stock of the Company ranking on par with them for liquidation purposes are insufficient, all such holders shall be paid proportionally to their holdings out of available funds. Dividends . Dividends on the Series F Preferred Stock equal to 10% per annum (subject to adjustment) will begin to accrue upon issuance and, subject to the satisfaction of certain customar

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