Item
1.01 Entry into a Material Definitive Agreement.
On
June 18, 2020, IMAC Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with those institutional accredited investors identified on the signature page thereto (the “Purchasers”)
pursuant to which the Company offered for sale to the Purchasers an aggregate of 1,764,000 shares (the “Shares”)
of its common stock, par value $0.001 per share (the “Common Stock”), in a registered direct offering (the
“Registered Direct Offering”). The Shares were offered by the Company pursuant to its shelf registration statement
on Form S-3 (File No. 333-237455) originally filed with the Securities and Exchange Commission (the “Commission”)
on March 27, 2020 (as amended, the “Registration Statement”), and declared effective on April 3, 2020. A copy
of the press release announcing the Registered Direct Offering is attached hereto as Exhibit 99.1.
The
purchase price for one Share in the Registered Direct Offering was $1.50, and closing of the Registered Direct Offering is expected
to occur on or about June 22, 2020. The Company expects the gross proceeds from the Registered Direct Offering to be $2.646
million. The Company intends to use up to approximately $0.75 million of the gross proceeds for the repayment of certain indebtedness,
and the remaining proceeds to the Company will be used to finance the costs of developing and acquiring additional outpatient
medical clinics as a part of the Company’s growth and expansion strategy and for working capital.
The
Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions
to closing.
The
foregoing description of the material terms of the Securities Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit
10.1 and is incorporated herein by reference.
The
representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to
limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference
only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors
with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures
in the Company’s periodic reports and other filings with the Commission.
The
legal opinion, including the related consent, of Olshan Frome Wolosky LLP relating to the issuance and sale of the Shares is filed
as Exhibit 5.1 hereto.
In
connection with the Registered Direct Offering, the Company entered into a Placement Agency Agreement with A.G.P./ Alliance Global
Partners (the “Placement Agent”), pursuant to which the Company will pay an aggregate cash fee of $185,220
to the Placement Agent. The Company will also reimburse the Placement Agent for up to $90,000 of expenses incurred by them
in connection with the Registered Direct Offering.
This
Current Report on Form 8-K does 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 the
registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related
to the amount of proceeds expected from the Registered Direct Offering. The risks and uncertainties involved include the Company’s
financial position, market conditions and other risks detailed from time to time in the Company’s periodic reports and other
filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the
Company’s current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company
does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information,
future events or otherwise, except as required by U.S. federal securities law.