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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported):
August 11, 2022
IMAC Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38797 |
|
83-0784691 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1605 Westgate Circle,
Brentwood,
Tennessee |
|
37027 |
(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 (see General Instruction A.2.
below):
|
☐ |
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 |
|
Name
of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
|
BACK |
|
NASDAQ Capital Market |
Warrants to Purchase Common Stock |
|
IMACW |
|
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 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
CURRENT
REPORT ON FORM 8-K
IMAC
Holdings, Inc. (the “Company”)
August
11, 2022
Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
August 12, 2022, 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 5,164,474 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.
Concurrently with the Registered Direct Offering and pursuant to
the Securities Purchase Agreement, the Company also commenced a
private placement (the “Private Placement”) whereby it issued and
sold Series 1 warrants to purchase up to 5,164,474 shares of Common
Stock (the “Series 1 Warrants”) and Series 2 warrants to purchase
up to 5,164,474 shares of Common Stock (the “Series 2 Warrants,”
collectively, with the Series 1 Warrants, the “Warrants”). A copy
of the press release announcing the consummation of the Registered
Direct Offering and the Private Placement is attached hereto as
Exhibit 99.1.
The
purchase price for one Share in the Registered Direct Offering was
$0.76, and closing of the Registered Direct Offering is expected to
occur on or about August 16, 2022. The Company expects the gross
proceeds from the Registered Direct Offering to be approximately
$3.9 million. Assuming all of the Warrants are exercised for cash,
the Company expects the gross proceeds from the Private Placement
to be approximately $9.8 million. The Company intends to use the
gross proceeds for working capital and other general corporate
purposes, including financing the costs of implementing our
strategic alternatives activities.
Pursuant
to the Private Placement, the Series 1 Warrants will become
exercisable on the date that is six months following the issuance
of the Shares sold in the Registered Direct Offering (the “Exercise
Date”) at an exercise price of $0.95 per share, subject to
adjustment. Each Series 2 Warrant will become exercisable on the
Exercise Date at an exercise price of $0.95 per share, subject to
adjustment. The Warrants and the shares of Common Stock issuable
upon the exercise of such Warrants (the “Warrant Shares”) are not
being registered under the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to the shelf registration statement on
Form S-3 and are instead being offered in the Private Placement in
reliance upon an exemption from the registration requirements of
the Securities Act as provided in Section 4(a)(2) under the
Securities Act and Rule 506 promulgated thereunder. The Warrants
are not and will not be listed for trading on any national
securities exchange. The Company has agreed to register the Warrant
Shares under the Securities Act at a later time. Each purchaser
will be an “accredited investor,” as such term is defined in Rule
501(a) under the Securities Act.
The
Securities Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing.
The
foregoing summaries of the offering, the securities to be issued in
connection therewith, the Securities Purchase Agreement and the
Warrants do not purport to be complete and are qualified in their
entirety by reference to the definitive transaction documents.
Copies of the forms of Warrants and the Securities Purchase
Agreement are attached hereto as Exhibits 4.1, 4.2 and 10.1
respectively, and are 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 Joseph Gunnar & Co., LLC
(the “Placement Agent”), pursuant to which the Company will pay an
aggregate cash fee of $314,000 to the Placement Agent. The Company
will also reimburse the Placement Agent for up to $40,000 of
expenses incurred by them in connection with the Registered Direct
Offering. The foregoing summary of the Placement Agency Agreement
does not purport to be complete and is qualified in its entirety by
reference to the form of Placement Agency Agreement, a copy of
which is attached hereto as Exhibit 10.2.
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.
Item
3.02. |
Unregistered
Sales of Equity Securities. |
Please
see the disclosure regarding the Warrants and the Warrant Shares
set forth under Item 1.01, which is incorporated by reference into
this Item 3.02.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
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.
August
15, 2022 |
IMAC
HOLDINGS, INC. |
|
|
|
By: |
/s/
Jeffrey Ervin
|
|
Name: |
Jeffrey
Ervin |
|
Title: |
Chief
Executive Officer |
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