Securities Registration: Employee Benefit Plan (s-8)
July 06 2021 - 4:02PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on July 6, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
IMAC
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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83-0784691
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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1605
Westgate Circle
Brentwood,
Tennessee
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37027
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2018
Incentive Compensation Plan
(Full
title of the plan)
Jeffrey
S. Ervin
Chief
Executive Officer
IMAC
Holdings, Inc.
1605
Westgate Circle
Brentwood,
Tennessee 37027
(Name
and address of agent for service)
(844)
266-4622
(Telephone
number, including area code, of agent for service)
Copies
of communications to:
Spencer
G. Feldman, Esq.
Olshan
Frome Wolosky LLP
1325
Avenue of the Americas, 15th Floor
New
York, New York 10019
Tel:
(212) 451-2300
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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(Do
not check if a smaller reporting company)
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share (2)
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock, par value $0.001 per share
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300,000 shares
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$
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1.9475
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$
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584,250
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$
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63.74
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(1)
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This
Registration Statement covers 300,000 shares of the Registrant’s common stock that may be offered or sold from time to time
pursuant to the Registrant’s 2018 Incentive Compensation Plan. This Registration Statement shall also cover any additional
shares of common stock that become issuable under the Plan or by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares
of the Registrant’s common stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933,
as amended. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices
of the Registrant’s common stock as traded on The Nasdaq Capital Market on July 2, 2021, in accordance with Rule 457(c) under
the Securities Act of 1933, as amended.
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EXPLANATORY
NOTE
IMAC
Holdings, Inc. (the “Registrant”) adopted its 2018 Incentive Compensation Plan in May 2018. The maximum number of shares
of common stock of the Registrant that are available for issuance under the 2018 Incentive Compensation Plan is 1,000,000 shares. This
Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering 300,000
shares of the Registrant’s common stock that may be issued under its 2018 Incentive Compensation Plan.
PART
I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428
of the Securities Act of 1933, as amended (the “Securities Act”), and the introductory Note to Part I of Form S-8.
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by
Rule 428(b) of the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other information with the SEC. The
following documents, which are on file with the SEC, are incorporated in this Registration Statement by reference:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed March 4, 2021.
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(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the year covered by the document referred
to in (a) above.
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(c)
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The
description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (No. 001-38797),
filed February 4, 2019, and all amendments and reports updating such description.
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In
addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item
4.
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Description
of Securities.
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Not
applicable.
Item
5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification
of Directors and Officers.
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Our
directors and officers are indemnified as provided by the Delaware General Corporation Law and our Bylaws. We have agreed to indemnify
each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue. We will then be governed by the court’s decision.
Our
Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law, no director of the
company will be personally liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a director.
Item
7.
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Exemption
from Registration Claimed.
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Not
applicable.
The
Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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1.
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Item
512(a) of Regulation S-K. The undersigned Registrant hereby undertakes:
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(1)
To file, during any period in which offers or sales are being made, a post−effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
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provided,
however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
2.
Item 512(b) of Regulation S-K. The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3.
Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brentwood, State of Tennessee, on this 6th day of July 2021.
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IMAC
HOLDINGS, INC.
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By:
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/s/
Jeffrey S. Ervin
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Jeffrey
S. Ervin
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Chief
Executive Officer
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POWER
OF ATTORNEY
We,
the undersigned officers and directors of IMAC Holdings, Inc. hereby severally constitute and appoint Jeffrey S. Ervin and Matthew C.
Wallis, DC, and each of them (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full
power of substitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done
in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated.
Signature
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Title
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Date
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/s/
Jeffrey S. Ervin
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Chief
Executive Officer (principal executive
officer)
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July
6, 2021
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Jeffrey
S. Ervin
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/s/
Sheri Gardzina
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Chief
Financial Officer (principal financial
and accounting officer)
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July
6, 2021
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Sheri
Gardzina
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/s/
Matthew C. Wallis, DC
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Chief
Operating Officer and Director
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July
6, 2021
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Matthew
C. Wallis, DC
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/s/
Maurice E. (Mo) Evans
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Director
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July
6, 2021
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Maurice
E. (Mo) Evans
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/s/
Michael D. Pruitt
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Director
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July
6, 2021
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Michael
D. Pruitt
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/s/
Cary W. Sucoff
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Director
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July
6, 2021
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Cary
W. Sucoff
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