IMAC Holdings Sells Medical Subsidiary

TL;DR

IMAC is selling its medical subsidiary, IMAC Medical, LLC, to focus on its core business.

AI Summary

IMAC Holdings, Inc. announced on July 5, 2024, that it has entered into a definitive agreement to sell its subsidiary, IMAC Medical, LLC, to an unrelated third party. The transaction is expected to close in the third quarter of 2024. This divestiture is part of IMAC Holdings' strategic plan to focus on its core business operations.

Why It Matters

This sale represents a significant strategic shift for IMAC Holdings, potentially impacting its future revenue streams and operational focus.

Risk Assessment

Risk Level: medium — The sale of a subsidiary introduces uncertainty regarding future revenue and the company's ability to execute its revised strategic plan.

Key Players & Entities

• IMAC Holdings, Inc. (company) — Registrant
• IMAC Medical, LLC (company) — Subsidiary being sold
• July 5, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BACK Nasdaq Capital Mark
• $2.5 million — mum stockholders' equity requirement of $2.5 million for continued listing on the Nasdaq Cap
• $16,221,873.89 — gregate principal amount outstanding of $16,221,873.89 and which the Note Holders had accelera
• $3,000,000 — gregate outstanding principal amount of $3,000,000, and the Theralink Credit Agreement, an

Filing Documents

• form8-k.htm (8-K) — 49KB
• 0001493152-24-026402.txt ( ) — 225KB
• back-20240705.xsd (EX-101.SCH) — 3KB
• back-20240705_lab.xml (EX-101.LAB) — 33KB
• back-20240705_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): July 5, 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 8.01 Other Events. As previously disclosed, on May 31, 2023, IMAC Holdings, Inc. (the "Company") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with the minimum stockholders' equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b)(1) (the "Equity Rule"). Nasdaq has recently requested that the Company provide an update with respect to regaining compliance with such Equity Rule to both Nasdaq and the Securities and Exchange Commission in this Current Report on Form 8-K. As of the date of this Current Report on Form 8-K, the Company believes it has regained compliance with the Equity Rule after giving effect to certain recent transactions, specifically: (i) the abandonment of the proposed merger with Theralink Technologies, Inc., a precision medicine and molecular profiling company targeting cancer research ("Theralink") (see " Abandoned Theralink Merger " below); (ii) the acquisition by the Company of certain assets of Theralink pursuant to the settlement of certain defaulted indebtedness owed to the Company (or concurrently acquired by the Company and owed to the Company at the time of the Theralink Settlement Agreement (as defined below)) (see " Acquisition of Certain Theralink Indebtedness " and " Theralink Settlement Agreement " below); and (iii) obtaining certain licenses obtained by the Company from each of George Mason University and Vanderbilt University, severally, with respect to certain technology and patents utilized in the operation of the Company's proteomics business and the hiring of certain former key employees of Theralink (see " Licenses; Employees " below). Notwithstanding the foregoing, Nasdaq will continue to monitor the Company's ongoing compliance with the Equity Rule and, if at the time of the Company's next Quarterly Report on Form 10-Q the Company does not evidence compliance, the Company's common stock may be Abandoned Theralink Merger In May 2023, we entered into a merger agreement with Theralink pursuant to which both parties expected to consummate a merger that would result in the combination of the two companies. As the consummation of such merger would require filings with the Securities and Exchange Commission and stockholder and regulatory approvals that would take time to complete and obtain, both the Company and other unrelated lenders provided interim secured and unsecured funding to Theralink to continue developing its proteomic technology during such interim period. Unfortunately, Theralink became unable to meet the terms of such debt and on or about April 30, 2024, some of such lenders accelerated their secured debt. In connection with our acquisition of a 74.01% of such secured debt and the Theralink Settlement Agreement described below (see " Acquisition of Certain Theralink Indebtedness " and " Theralink Settlement Agreement

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