Imac Holdings, INC. 8-K Filing

Ticker: BACK · Form: 8-K · Filed: Dec 30, 2025 · CIK: 1729944

Sentiment: neutral

Filing Stats: 1,343 words · 5 min read · ~4 pages · Grade level 12.8 · Accepted 2025-12-30 17:02:04

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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): December 19, 2025 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 OTC Markets Group, Inc. 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. Securities Purchase Agreement On December 19, 2025, IMAC Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Cavalry Fund I SPV I LP, C/M Capital Master Fund LP, and Cavalry Fund I LP (collectively, the "Buyers"), pursuant to which the Company agreed to issue and sell to the Buyers senior secured notes (the "Notes") in the aggregate original principal amount of $7,530,929.74. The Notes were issued with original issue discount ("OID"). The Notes do not bear interest unless an Event of Default (as defined in the Notes) occurs, in which case the Notes will bear interest at a rate of 14% per annum. The Notes mature on January 31, 2026 (the "Maturity Date"). The Company may prepay all or any portion of the outstanding principal at any time without penalty or premium upon not less than two Business Days' advance written notice. The aggregate purchase price for the Notes was approximately $6,332,901.16, which was paid through a combination of (i) cash payments and (ii) the repayment and cancellation of existing indebtedness owed by the Company to certain of the Buyers. The allocation among the Buyers was as follows: Cavalry Fund I SPV I LP: $1,898,926.16 in Notes (for repayment and cancellation of existing indebtedness); Cavalry Fund I SPV I LP: $4,167,975.00 in Notes (for cash payment); C/M Capital Master Fund LP: $187,600.00 in Notes (for cash payment); and Cavalry Fund I LP: $78,400.00 in Notes (for cash payment). The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries. The Securities Purchase Agreement was in place November 14, 2025 and was resigned on December 19, 2025 once all exhibits were completed. Security Agreement In connection with the Purchase Agreement, on December 19, 2025, the Company and certain of its subsidiaries (collectively, the "Grantors") entered into a Security and Pledge Agreement (the "Security Agreement") with Cavalry Fund I SPV I LP, as collateral agent (the "Collateral Agent") for the Buyers. Pursuant to the Security Agreement, the Grantors granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Buyers, a continuing first priority security interest in substantially all of their assets, including: all accounts, chattel paper, commercial tort claims, and documents; all equipment, fixtures, goods, and inventory; all general intangibles, including payment intangibles and intellectual property; all instruments and investment property; all deposit accounts, securities accounts, and commodity accounts; all equity interests in subsidiaries; and all proceeds of the foregoing. The Security Agreement contains customary representations, warranties, and covenants, including covenants regarding the maintenance and protection of the collateral, restrictions on the creation of additional liens, and requirement

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