false
0001729944
0001729944
2024-08-21
2024-08-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
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): August 21, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 21, 2024, IMAC Holdings, Inc. (the “Company”), received written notice (the “Notice”) from The Nasdaq
Stock Market (“Nasdaq”) indicating that the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”), which requires companies with securities listed on the Nasdaq Capital Market to timely file all required periodic reports
with the U.S. Securities and Exchange Commission (the “SEC”). As previously disclosed in a Form 12b-25 Notification of Late
Fling filed by the Company on August 15, 2024 (the “Form 12b-25”), the Company is delayed in filing its Quarterly Report
on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”) with the SEC. The filing of the Form 10-Q was delayed due
to the matters described in the Form 12b-25. The Company continues to work diligently to file the Form 10-Q as soon as practicable.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The
Company has until October 20, 2024, to submit a plan to regain compliance with the Listing Rule (the “Plan”). Pursuant to
the Notice, if Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company an exception of up to 180 calendar days from the
due date of the Form 10-Q, or until February 17, 2025, to regain compliance with the Listing Rule. The Company intends to take the necessary
steps to regain compliance with Nasdaq’s listing rules as soon as practicable.
While
the Company can provide no assurances as to timing, the Company intends to take action to submit a plan to regain compliance within the
60 calendar day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance within the
extended time granted by Nasdaq. While the Company is exercising diligent efforts to maintain the listing of its securities on the Nasdaq
Capital Market, there can be no assurance that the Company will be able to regain compliance within the applicable time period. In addition,
if the Company does not regain compliance within the applicable time period, Nasdaq could provide notice that the Company’s securities
will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company
to appeal any delisting determination by Nasdaq staff to a hearings panel.
Item 7.01. Regulation FD Disclosure.
On
August 23, 2024, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished
herewith as Exhibit 99.1.
The
information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Forward-Looking
Statements
This
document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended,
which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to,
statements regarding the timing and expectations regarding the Company’s filing of the Form 10-Q, statements relating to the Company’s
plan to regain compliance with Nasdaq’s listing rules, as well as all statements that are not historical facts. These forward-looking
statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain
risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited
to, the risk that the completion and filing of the Form 10-Q will take longer than expected; uncertainties about the timing of the Company’s
submission of a compliance plan; Nasdaq’s acceptance of any such plan; the duration of any extension that may be granted by Nasdaq;
and the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. The foregoing review of important
factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports
filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on
Form 10-K/A, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be
placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this
Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect
any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
August 23, 2024
|
IMAC
HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Faith Zaslavsky |
|
Name: |
Faith
Zaslavsky |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
CONFIDENTIAL
DRAFT / NOT FOR DISSEMINATION
IMAC
Holdings receives notification of deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q
FRANKLIN,
TN, August 23, 2024 – IMAC Holdings, Inc. (“IMAC” or the “Company”) (NASDAQ: BACK) today announced that
it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”)
on August 21, 2024 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended June
30, 2024 (the “Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing (the “Form
12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2024. The Listing Rule requires
Nasdaq-listed companies to timely file all required periodic reports with the SEC.
The
Company continues to work diligently to file the Form 10-Q as soon as practicable.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The
Company has until October 20, 2024, to submit a plan to regain compliance with the Listing Rule (the “Plan”). Pursuant to
the Notice, if Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company an exception of up to 180 calendar days from the
due date of the Form 10-Q, or until February 17, 2025, to regain compliance with the Listing Rule. The Company intends to take the necessary
steps to regain compliance with Nasdaq’s listing rules as soon as practicable.
While
the Company can provide no assurances as to timing, the Company intends to take action to submit a plan to regain compliance within the
60 calendar day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance within the
extended time granted by Nasdaq. While the Company is exercising diligent efforts to maintain the listing of its securities on the Nasdaq
Capital Market, there can be no assurance that the Company will be able to regain compliance within the applicable time period. In addition,
if the Company does not regain compliance within the applicable time period, Nasdaq could provide notice that the Company’s securities
will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company
to appeal any delisting determination by Nasdaq staff to a hearings panel.
About
IMAC Holdings, Inc.
IMAC
Holdings, Inc. is headquartered in Franklin, Tennessee. We operate our proteomic business through our nationally CLIA-certified, CAP-accredited
and NY CLEP certified laboratory in Golden, Colorado.
Safe
Harbor Statement
This
document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended,
which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to,
statements regarding the timing and expectations regarding the Company’s filing of the Form 10-Q, statements relating to the Company’s
plan to regain compliance with Nasdaq’s listing rules, as well as all statements that are not historical facts. These forward-looking
statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain
risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited
to, the risk that the completion and filing of the Form 10-Q will take longer than expected; uncertainties about the timing of the Company’s
submission of a compliance plan; Nasdaq’s acceptance of any such plan; the duration of any extension that may be granted by Nasdaq;
and the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. The foregoing review of important
factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports
filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on
Form 10-K/A, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be
placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this
Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect
any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
For
additional information, please contact:
Investors
@imacholdings.com
v3.24.2.u1
Cover
|
Aug. 21, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 21, 2024
|
Entity File Number |
001-38797
|
Entity Registrant Name |
IMAC
Holdings, Inc.
|
Entity Central Index Key |
0001729944
|
Entity Tax Identification Number |
83-0784691
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3401
Mallory Lane
|
Entity Address, Address Line Two |
Suite 100
|
Entity Address, City or Town |
Franklin
|
Entity Address, State or Province |
TN
|
Entity Address, Postal Zip Code |
37067
|
City Area Code |
(844)
|
Local Phone Number |
266-4622
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $0.001 per share
|
Trading Symbol |
BACK
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
IMAC (NASDAQ:BACK)
Historical Stock Chart
From Aug 2024 to Sep 2024
IMAC (NASDAQ:BACK)
Historical Stock Chart
From Sep 2023 to Sep 2024