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): November 12, 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.

 

As previously disclosed, on August 21, 2024, IMAC Holdings, Inc. (the “Company”), received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”) with the SEC.

 

On November 12, 2024, the Company received a letter (the “Notice”) from the Staff notifying the Company that the Staff has determined to grant the Company an exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file the Form 10-Q on or prior to February 17, 2025.

 

If the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted. At such time, the Company could appeal the Staff’s determination to a Hearings Panel.

 

The Company is working diligently to complete the Form 10-Q noted above and expects to file it on or prior to the February 17, 2025 deadline.

 

The Company issued a press release on November 14, 2024, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated November 14, 2024.
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: November 14, 2024

 

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

 

 

 

 

Exhibit 99.1

 

IMAC Holdings Granted Extension by Nasdaq to Regain Compliance with Listing Rule 5250(c)(1)

 

November 14, 2024

 

FRANKLIN, TN, November 14, 2024 (GLOBE NEWSWIRE) — IMAC Holdings, Inc. (“IMAC” or the “Company”) (NASDAQ: BACK) today announced that it has received an exception from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). This exception extends the deadline for the Company to file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”) until February 17, 2025.

 

The delay in filing is primarily due to complexities in preparing our financial statements for the second quarter as a result of events occurring during the period ended June 30, 2024 and certain staffing challenges, including, among other things:

 

	●	Acquisition of Assets: The acquisition of certain assets and rights from Theralink Technologies, Inc.
	●	Securities Exchange: The exchange and issuances of the Company’s outstanding Convertible Preferred Stocks and certain warrants.
	●	Staff Challenges: Limited staffing and the temporary loss of a key staff member crucial to finalizing our financial statements.

 

We are diligently working to complete and file the Form 10-Q as soon as possible, and in any event by the extended deadline.

 

Importantly, this extension has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. IMAC Holdings remains committed to providing transparent and timely financial information to our shareholders and the investment community.

 

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 press release contains forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended, including, but not limited to, statements regarding the anticipated timing of the filing of the Form 10-Q and our ability to regain compliance with Nasdaq’s listing rules. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Factors that could cause such differences include, but are not limited to, potential delays in completing the Form 10-Q, challenges in resolving accounting complexities, Nasdaq’s acceptance of our compliance plan, and other risks detailed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K/A and quarterly reports on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

 

For additional information, please contact:

 

Investors@imacholdings.com

 

 

v3.24.3

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 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

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