8-K
IMAC Holdings, Inc. (BACK)
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
Dateof Report (Date of earliest event reported): February 11, 2025
IMACHoldings, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-38797 | 83-0784691 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
| 3401 Mallory Lane, Suite 100<br><br> <br>Franklin, Tennessee | 37067 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code: (844) 266-4622
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item8.01 Other Events.
Consentof 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.
Compliancewith 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.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 23.1 | Consent of Salberg & Company, P.A. |
| 23.2 | Consent of Cherry Bekaert LLP. |
| 104 | Cover<br> 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<br> Zaslavsky |
| Title: | Chief<br> Executive Officer |
Exhibit23.1
Consentof 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
Exhibit23.2
Consentof 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
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