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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): November 21, 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. |
Audit
Committee
On
November 21, 2024, IMAC Holdings, Inc. (the “Company”) received written notice (the “Audit Committee Notice”)
from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer complies with Nasdaq Listing Rule 5605 (the
“Audit Committee Listing Rule”), which requires, among other things, companies with securities listed on the Nasdaq
Capital Market to have an audit committee consisting of at least three members. The Company became out of compliance with the Audit
Committee Listing Rule as a result of the vacancy caused by the resignation of Cary Sucoff from the Board of Directors of the Company
effective September 9, 2024 as previously disclosed on the Company’s Current Report on Form 8-K filed September 12, 2024.
The
Audit Committee Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital
Market.
The
Company has until (i) the earlier of the Company’s next annual shareholders’ meeting or September 9, 2025 to regain compliance,
or (ii) if the Company’s next annual shareholders’ meeting is held before March 10, 2025, then the Company must submit evidence
of compliance no later than March 10, 2025. Pursuant to the Audit Committee Notice, the Company must submit to Nasdaq documentation
evidencing compliance with the Audit Committee Listing Rule by this date to regain compliance with the Audit Committee Listing
Rule.
Periodic
Report
On
November 22, 2024, the Company received written notice (the “Periodic Report Notice”) from Nasdaq indicating that the Company
no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Report Listing Rule”), which requires companies with
securities listed on the Nasdaq Capital Market to timely file all required periodic reports with the U.S. Securities and Exchange Commission
(the “SEC”). As previously disclosed in a Form 12b-25 Notification of Late Fling filed by the Company on November 15, 2024
(the “Form 12b-25”), the Company is delayed in filing its Quarterly Report on Form 10-Q for the period ended September 30,
2024 (the “Form 10-Q”) with the SEC. The filing of the Form 10-Q was delayed due to the matters described in the Form 12b-25.
The Company continues to work diligently to file the Form 10-Q as soon as practicable.
The
Periodic Report Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The
Company has until January 21, 2024 to submit a plan to regain compliance with the Periodic Report Listing Rule (the “Plan”).
Pursuant to the Periodic Report Notice, if Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company an exception of up
to 180 calendar days from the due date of the Form 10-Q, or until May 19, 2025, to regain compliance with the Periodic Report Listing
Rule.
While
the Company can provide no assurances as to timing, the Company intends to take the necessary steps to regain compliance with
the Audit Committee Listing Rule and the Periodic Report Listing Rule within the applicable time periods. While the Company
is exercising diligent efforts to maintain the listing of its securities on the Nasdaq Capital Market, there can be no assurance that
the Company will be able to regain compliance within the applicable time period. In addition, if the Company does not regain compliance
within the applicable time periods, Nasdaq could provide notice that the Company’s securities will become subject to delisting.
If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company to appeal any delisting determination
by Nasdaq staff to a hearings panel.
| Item 7.01. |
Regulation FD Disclosure. |
On
November 22, 2024, the Company issued a press release disclosing the receipt of the Periodic Report Notice. A copy of the press release
is being furnished herewith as Exhibit 99.1.
The
information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Forward-Looking
Statements
This
document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended,
which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to,
statements regarding the timing and expectations regarding the Company’s submission of plans and documentation to regain
compliance with Nasdaq’s listing rules, as well as all statements that are not historical facts. These forward-looking statements
are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and
uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to,
the risk that the completion and filing of the Form 10-Q will take longer than expected, the risk that appointing a third audit
committee member will take longer than expected; the duration of any extension that may be granted by Nasdaq; and the risk that the Company
will be unable to meet Nasdaq’s continued listing requirements. The foregoing review of important factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including
the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K/A, such as statements
regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement
contained herein. These statements reflect the Company’s position as of the date of this Current Report. The Company expressly
disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s
expectations or any change of events, conditions, or circumstances on which any such statement is based.
| 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:
November 22, 2024
| |
IMAC
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Faith Zaslavsky |
| |
Name: |
Faith
Zaslavsky |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
IMAC
Holdings receives notification of deficiency from Nasdaq related to delayed filing of quarterly report on Form 10-Q
FRANKLIN,
TN, November 22, 2024 – IMAC Holdings, Inc. (“IMAC” or the “Company”) (NASDAQ: BACK) today announced that
it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”)
on November 22, 2024 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule
5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period
ended September 30, 2024 (the “Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late
Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024.
The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.
The
Company continues to work diligently to file the Form 10-Q as soon as practicable.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
The
Company has until January 21, 2024, to submit a plan to regain compliance with the Listing Rule (the “Plan”). Pursuant to
the Notice, if Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company an exception of up to 180 calendar days from the
due date of the Form 10-Q, or until May 19, 2025, to regain compliance with the Listing Rule. The Company intends to take the necessary
steps to regain compliance with Nasdaq’s listing rules as soon as practicable.
While
the Company can provide no assurances as to timing, the Company intends to take action to submit a plan to regain compliance within the
60 calendar day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance within the
extended time granted by Nasdaq. While the Company is exercising diligent efforts to maintain the listing of its securities on the Nasdaq
Capital Market, there can be no assurance that the Company will be able to regain compliance within the applicable time period. In addition,
if the Company does not regain compliance within the applicable time period, Nasdaq could provide notice that the Company’s securities
will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company
to appeal any delisting determination by Nasdaq staff to a hearings panel.
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
document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended,
which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to,
statements regarding the timing and expectations regarding the Company’s filing of the Form 10-Q, statements relating to the Company’s
plan to regain compliance with Nasdaq’s listing rules, as well as all statements that are not historical facts. These forward-looking
statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain
risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited
to, the risk that the completion and filing of the Form 10-Q will take longer than expected; uncertainties about the timing of the Company’s
submission of a compliance plan; Nasdaq’s acceptance of any such plan; the duration of any extension that may be granted by Nasdaq;
and the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. The foregoing review of important
factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports
filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on
Form 10-K/A, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be
placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this
Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect
any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
For
additional information, please contact:
Investors@imacholdings.com
v3.24.3
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