Theralink Announces Filing of Form S-4; Merger with IMAC Holdings Expected During Q4 2023
October 04 2023 - 9:15AM
Theralink Technologies, Inc. (OTC: THER) ("Theralink" or the
"Company"), a precision oncology company with a novel
phosphoprotein and protein assay for breast cancer, today announces
the filing of a Form S-4 with the Securities and Exchange
Commission requisite to complete the previously announced merger
between the Company and IMAC Holdings, Inc. (NASDAQ:
BACK)(“IMAC”)(the “Merger”). Upon regulatory approval, Theralink
and IMAC expect to complete the Merger by the end of the current
quarter.
Theralink and IMAC will be holding an investor
call to provide additional insight and commentary on the Merger,
which will create an exciting new NASDAQ-listed company focused on
end-to-end proteomics testing. More information on the upcoming
call will be released later this week.
“The filing of the Form S-4 is a major
milestone, as it signifies Theralink and IMAC have reached a
definitive agreement and that the transaction is moving forward,”
commented Faith Zaslavsky, Chief Executive Officer of Theralink.
“The result of the Merger will be a well-positioned proteomics pure
play squarely focused on the next generation of cancer care and
protein analysis, an opportunity that all stakeholders in our
companies are highly excited about. I am unaware of any other
proteomics company with a robust patent estate, certified and
accredited laboratory, and reimbursement agreements in place with
major payors like Medicare that parallels what our new combined
company possesses along with the leadership to execute and build
value. I look forward to the upcoming investor call to delve deeper
into the tremendous opportunity before us.”
A Form S-4 filing provides all the pertinent
information about the terms of a merger or acquisition so investors
can make informed decisions. A sampling of some of the information
included in a Form S-4 include a description of the companies'
businesses and operations, the rationale for the proposed
transaction, structure of the transaction, the financial and
operational benefits and risks, and information of about the
management teams of both companies, including qualifications and
experience. Investors can access Form S-4 filings on the Securities
and Exchange Commission (“SEC”) website.
The SEC reviews a Form S-4 filing to ensure that
it is complete and accurate and that a merger complies with all
applicable laws and regulations. The SEC may also ask the companies
to provide additional information or to make changes to a
transaction. Once the SEC has approved the Form S-4 filing, the
companies can hold shareholder votes to approve a merger.
About Theralink Technologies, Inc.
Theralink Technologies is a proteomics-based,
precision medicine company with a nationally CLIA-certified and
CAP-accredited laboratory located in Golden, Colorado. Through its
unique and patented phosphoprotein and protein biomarker platform
and laboratory developed tests (LDTs), Theralink's technology
targets multiple areas of oncology and drug development. In
addition to the Company's first assay for advanced breast cancer,
Theralink is actively working on a second assay that is planned to
be pan-tumor for solid tumors across multiple tumor types such as
ovarian, endometrial, pancreatic, liver, head and neck, colorectal,
lung, and prostate, amongst others. Theralink provides precision
oncology data through its powerful Theralink® Reverse Phase Protein
Array assays to assist the biopharmaceutical industry and clinical
oncologists in identifying likely responders and non-responders to
both FDA-approved and investigational drug treatments. Theralink
intends to help improve cancer outcomes for patients, help reveal
therapeutic options for oncologists, and support biopharmaceutical
drug development by using a beyond-genomics approach to molecular
profiling that directly measures drug target levels and activity.
For more information, please visit www.theralink.com.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements, other than statements of
historical fact, included in this communication that address
activities, events or developments that Theralink or IMAC expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Words such as "estimate," "project,"
"predict," "believe," "expect," "anticipate," "potential,"
"create," "intend," "could," "would," "may," "plan," "will,"
"guidance," "look," "goal," "future," "build," "focus," "continue,"
"strive," "allow" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the proposed Merger, the expected closing of
the proposed Merger and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio,
capital expenditures, cash flows and anticipated uses thereof,
synergies, opportunities and anticipated future performance,
including maintaining current Theralink management. Information
adjusted for the proposed Merger should not be considered a
forecast of future results. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this communication.
These include the risk that cost savings, synergies and growth from
the proposed Merger may not be fully realized or may take longer to
realize than expected; the possibility that shareholders of IMAC
may not approve the issuance of new shares of IMAC common stock in
the proposed Merger or that shareholders of IMAC may not approve
the proposed Merger; the risk that a condition to closing of the
proposed Merger may not be satisfied, that either party may
terminate the Merger Agreement or that the closing of the proposed
Merger might be delayed or not occur at all; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the proposed Merger; the occurrence of any other event, change or
other circumstances that could give rise to the termination of the
Merger Agreement relating to the proposed Merger; the risk that
changes in IMAC's capital structure and governance could have
adverse effects on the market value of its securities and its
ability to access the capital markets; the ability of IMAC to
retain its Nasdaq listing; the ability of Theralink to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on Theralink's
operating results and business generally; the risk the proposed
Merger could distract management from ongoing business operations
or cause IMAC and/or Theralink to incur substantial costs; the risk
that Theralink may be unable to reduce expenses; the impact of the
COVID-19 pandemic, any related economic downturn; the risk of
changes in regulations effecting the healthcare industry; and other
important factors that could cause actual results to differ
materially from those projected. All such factors are difficult to
predict and are beyond IMAC's or Theralink's control, including
those detailed in IMAC's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K that are
available on IMAC's website at www.ir.imacregeneration.com and on
the website of the Securities and Exchange Commission (the "SEC")
at www.sec.gov, and those detailed in Theralink's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on Theralink's website at
www.theralink.com and on the website of the SEC. All
forward-looking statements are based on assumptions that IMAC and
Theralink believe to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither IMAC nor Theralink
undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Contact:Kianne KeilKianne.Keil@theralink.com
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