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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): August 30,
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
5.02. |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
August 30, 2024, IMAC Holdings, Inc. (the “Company”) amended
its 2018 Incentive Compensation Plan (the “Plan Amendment”) to increase the number of shares authorized for issuance thereunder
from 66,667 to 566,667 shares.
The
foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit
10.1.
Item
5.07. |
Submission of Matters to a Vote of Security
Holders. |
On
August 30, 2024, Company held an annual meeting of its stockholders (the “Annual Meeting”) virtually, at 11:00 a.m., Central
time. As of July 17, 2024, the record date of the Annual Meeting, there were a total of 1,721,819 shares of the Company’s common
stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 976,669 votes were represented at the Annual Meeting,
and a quorum was present. The following proposals were submitted to the stockholders:
1.
the election of five directors nominated by the Company’s board of directors (the “Board”) named in the Proxy Statement
(defined below);
2.
the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2024;
3.
the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers; and
4.
the amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance
thereunder.
For
more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed on July 30, 2024 (the
“Proxy Statement”).
The
number of votes cast for, against, and where applicable, votes withheld, as well as abstentions and whether each proposal was approved,
is set forth below.
1.
The election of five directors nominated by the Board and named in the Proxy Statement.
|
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTE |
Peter
Beitsch |
|
220,599 |
|
0 |
|
18,110 |
|
737,960 |
Maurice
E. Evans |
|
213,175 |
|
0 |
|
25,486 |
|
738,008 |
Michael
D. Pruitt |
|
204,575 |
|
0 |
|
34,018 |
|
738,076 |
Matthew
Schwartz |
|
220,552 |
|
0 |
|
18,157 |
|
737,960 |
Cary
W. Sucoff |
|
201,330 |
|
0 |
|
37,263 |
|
738,076 |
The
five nominees listed above were elected to the Board. Consistent with the Company’s certificate of incorporation, each director
will serve until the Company’s 2025 annual meeting of stockholders and, in each case, until a successor has been elected and qualified,
or until his earlier death, resignation or removal.
2.
The ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2024.
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTE |
887,835 |
|
73,818 |
|
15,016 |
|
0 |
The
appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2024 was ratified.
3.
The approval on an advisory (non-binding) basis of the compensation of the Company’s named
executive officers.
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTE |
205,264 |
|
19,006 |
|
14,439 |
|
737,960 |
The
proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers was approved.
4.
The amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of
common stock reserved for issuance thereunder.
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTE |
208,163 |
|
29,002 |
|
1,543 |
|
737,961 |
The
amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common
stock reserved for issuance thereunder was approved.
Item
9.01 |
Financial Statements and Exhibits. |
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:
August 30, 2024
|
IMAC
HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Faith Zaslavsky |
|
Name: |
Faith
Zaslavsky |
|
Title: |
Chief
Executive Officer |
Exhibit 10.1
AMENDMENT
NO. 3
TO
IMAC
HOLDINGS, INC.
2018
INCENTIVE COMPENSATION PLAN
AMENDMENT
NO. 3, dated as of August 30, 2024 (this “Amendment”), to the 2018 Incentive Compensation Plan (as amended, the “Plan”)
IMAC Holdings, Inc., a Delaware corporation (the “Corporation”).
WHEREAS,
the Corporation maintains the Plan, effective as of May 19, 2018 and as amended thereafter; and
WHEREAS,
the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan
in order to increase the maximum number of shares of the Corporation’s common stock, par value $0.01 per share, which may be issued
and sold under the Plan from 66,667 to 566,667 shares.
NOW,
THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1.
The Section 4(a) of the Plan shall be revised and amended to read as follows:
“Limitation
on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total
number of Shares reserved and available for delivery under the Plan shall be 566,667, all of which may be Incentive Stock Options. Any
Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.”
2.
This Amendment shall be effective as of the date first set forth above.
3.
In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
|
IMAC HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Faith Zaslavsky |
|
Name: |
Faith
Zaslavsky |
|
Title: |
Chief
Executive Officer |
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Aug. 30, 2024 |
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IMAC
Holdings, Inc
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Entity Central Index Key |
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DE
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|
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