IMAC Holdings, Inc. Announces $3.9 Million Registered Direct and Private Placement
August 12 2022 - 9:16AM
IMAC Holdings, Inc. (Nasdaq: BACK) (“IMAC” or the
“Company”), a provider of innovative medical advancements and care
specializing in regenerative rehabilitation orthopedic treatments,
today announced that it has entered into a securities purchase
agreement with institutional investors for the purchase and sale of
5,164,474 shares of common stock at a purchase price
of $0.76 per share in a registered direct offering.
In a concurrent private placement, the Company
also agreed to issue to the investors Series 1 warrants to purchase
5,164,474 shares of common stock that will become exercisable on
the date that is six months following the date of issuance of the
shares of common stock in the registered direct offering (the
“Exercise Date”) and expire on the five year anniversary of the
Exercise Date, at an exercise price of $0.95 per share, and
Series 2 warrants to purchase 5,164,474 shares of common stock that
will become exercisable on the Exercise Date and expire on the one
year anniversary of the Exercise Date, at an exercise price
of $0.95 per share. The aggregate gross proceeds to the
Company of both transactions are expected to be
approximately $3.9 million before deducting the placement
agent's fees and other offering expenses payable by the Company.
The Company intends to use the net proceeds from this offering for
working capital and other general corporate purposes, including
financing the costs of implementing the Company’s strategic
alternatives activities.
The transactions are expected to close on or
about August 16, 2022, subject to the satisfaction of
customary closing conditions.
Joseph Gunnar & Co., LLC is acting as
the Sole Placement Agent.
The registered direct offering is being made
pursuant to an effective shelf registration statement on Form S-3
(No. 333-237455) previously filed with the U.S. Securities and
Exchange Commission (the "SEC") and declared effective by
the SEC on April 3, 2020. A final prospectus
supplement and accompanying prospectus describing the terms of the
proposed offering will be filed with the SEC and will be
available on the SEC's website located
at http://www.sec.gov. Electronic copies of the final
prospectus supplement and the accompanying prospectus may be
obtained, when available, by contacting Joseph Gunnar &
Co., LLC Attention: Syndicate Department at 30 Broad
Street, 11th floor, New York, NY 10004 or by telephone at
(212) 440-9600.
The offer and sale of the securities in the
private placement are being made in a transaction not involving a
public offering and have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or applicable state
securities laws. Accordingly, the securities may not be reoffered
or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. The securities were offered only
to accredited investors. Pursuant to a securities purchase
agreement with the investors, the Company has agreed to file a
registration statements with the SEC covering the resale
of the common stock issuable upon exercise of the warrants.
Before investing in this offering, interested
parties should read in their entirety the prospectus supplement and
the accompanying prospectus and the other documents that the
Company has filed with the SEC that are incorporated by
reference in such prospectus supplement and the accompanying
prospectus, which provide more information about the Company and
such offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About IMAC Holdings,
Inc.
IMAC Holdings owns and manages health and
wellness centers that deliver sports medicine, orthopedic care, and
restorative joint and tissue therapies for movement restricting
pain and neurodegenerative diseases. IMAC is comprised of three
business segments: outpatient medical centers, The Back Space, and
a clinical research division. With treatments to address both young
and aging populations, IMAC Holdings owns or manages outpatient
medical clinics that deliver regenerative rehabilitation services
as a minimally invasive approach to acute and chronic
musculoskeletal and neurological health problems. IMAC’s The Back
Company retail spinal health and wellness treatment centers deliver
chiropractic care within Walmart locations. IMAC’s research
division is currently conducting a Phase I clinical trial
evaluating a mesenchymal stem cell therapy candidate for
bradykinesia due to Parkinson’s disease. For more information visit
www.imacholdings.com.
Safe Harbor Statement
This press release contains forward-looking
statements. These forward-looking statements, and terms such as
“anticipate,” “expect,” “believe,” “may,” “will,” “should” or other
comparable terms, are based largely on IMAC's expectations and are
subject to a number of risks and uncertainties, certain of which
are beyond IMAC's control. Actual results could differ materially
from these forward-looking statements as a result of, among other
factors, risks and uncertainties associated with its ability to
maintain and grow its business, variability of operating results,
its ability to maintain and enhance its brand, its development and
introduction of new products and services, the successful
integration of acquired companies, technologies and assets,
marketing and other business development initiatives, competition
in the industry, general government regulation, economic
conditions, dependence on key personnel, the ability to attract,
hire and retain personnel who possess the skills and experience
necessary to meet customers’ requirements, and its ability to
protect its intellectual property. IMAC encourages you to review
other factors that may affect its future results in its
registration statement and in its other filings with the Securities
and Exchange Commission. In light of these risks and uncertainties,
there can be no assurance that the forward-looking information
contained in this press release will in fact occur.
IMAC Press Contact:Laura
Fristoelfristoe@imacrc.com
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