BACK IMAC Holdings Inc

 

 

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): February 11, 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		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.

 

Consent of Independent Accounting Firms

 

On February 11, 2025, IMAC Holdings, Inc. (the “Company”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). The proxy statement solicits stockholder approval of (i) a potential issuance of an excess of 19.99% of the Company’s outstanding common stock under the Company’s outstanding Series G Preferred Stock and related warrants; (ii) a potential issuance of an excess of 19.99% of the Company’s outstanding common stock pursuant to the Committed Equity Financing; and (iii) an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of common stock authorized for issuance. In connection with the proxy statement filing, the consents of the Company’s former independent accounting firms are being filed as Exhibits 23.1 and Exhibit 23.2 to this Form 8-K.

 

On or about February 11, 2025, the Company will make the definitive proxy statement available to each stockholder entitled to vote at the special meeting to be held on March 26, 2025. Investors and stockholders of the Company should read the proxy statement and other proxy materials carefully before making any voting decision because it contains important information about the proposals included in the proxy statement. The proxy statement and other relevant materials to be filed with the SEC in the future, including any proxy supplements, may be obtained free of charge at the SEC web site at www.sec.gov. Investors and stockholders also may obtain free copies of documents filed by the Company with the SEC by requesting them in writing or by telephone at IMAC Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067, Attention: Chief Financial Officer, Telephone (844) 266-4622, Email sgardzina@imacholdings.com.

 

Compliance with Nasdaq Listing Requirements

 

As previously disclosed, the Company received notice from the Nasdaq Stock Market (“Nasdaq”) advising the Company that it no longer complied with Listing Rule 5550(b)(1) (the “Minimum Equity Rule”) and was not eligible to submit a plan to the Staff to request an extension of up to 180 calendar days in which to regain compliance with the Minimum Equity Rule, and as a result, the Staff had determined to delist the Company’s securities from Nasdaq. The Company requested an appeal of this determination and has a hearing scheduled for March 4, 2025. The Company’s common stock will continue to trade on Nasdaq during the appeal process.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)		Exhibits
23.1		Consent of Salberg & Company, P.A.
23.2		Consent of Cherry Bekaert LLP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: February 11, 2025

 

	IMAC HOLDINGS, INC.
	By:	/s/ Faith Zaslavsky
	Name:	Faith Zaslavsky
	Title:	Chief Executive Officer

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference on Form Schedule 14A of IMAC Holdings, Inc. of our report dated April 16, 2024, on the consolidated financial statements of IMAC Holdings, Inc. for the year ended December 31, 2023, which report is included in the Annual Report on Form 10-K/A Amendment No. 1 of IMAC Holdings, Inc.

 

/s/ Salberg & Company, P.A.

 

SALBERG & COMPANY, P.A.

Boca Raton, Florida

February 10, 2025

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

IMAC Holdings, Inc.

 

We hereby consent to the use of our report dated March 31, 2023, with exception of Notes 10 and 15 for which the date is September 29, 2023, and Note 2 for which the date is April 16, 2024, on the consolidated financial statements of IMAC Holdings, Inc. as of and for the year ended December 31, 2022, which is incorporated by reference on Form 10-K/A for fiscal year ended December 31, 2023 in this Definitive Proxy Statement (Schedule 14A).

 

/s/ Cherry Bekaert LLP

 

Nashville, Tennessee

February 11, 2025

 

 

v3.25.0.1

Cover	Feb. 11, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2025
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

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