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): February 10, 2020

 

IMAC Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	001-38797	83-0784691
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	IMAC	The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock	IMACW	The NASDAQ Stock Market LLC

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2020, Dean Weiland resigned from his position as a director on the board of directors (the “Board”) of IMAC Holdings, Inc. (the “Company”). Mr. Weiland indicated that his resignation from the Board was not the result of any disagreement with the Company. Mr. Weiland had been a member of the Company’s audit, compensation and nominating and governance committees, and had served as a director since the Company’s initial public offering in February 2019.

In order to fill the vacancy created by Mr. Weiland’s resignation, on February 10, 2020, the Board appointed Gerard M. Hayden, Jr. as a director of the Company and as a member of the Company’s audit and compensation committees and as chairman of the Company’s nominating and governance committee.

Mr. Hayden, age 65, is currently an independent financial consultant. He previously served as Senior Vice President and Chief Financial Officer of HealthStream, Inc., a Nashville, Tennessee software solutions provider supporting healthcare organizations and their workforce (Nasdaq: HSTM), from May 2008 to February 2019. Mr. Hayden received a Master of Science degree in accounting from Northeastern University and a Bachelor of Arts degree in government and international studies from the University of Notre Dame. Mr. Hayden’s extensive knowledge of financial, accounting and operational issues highly relevant to the Company’s business makes him well qualified as a member of the Board.

There are no arrangements or understandings between Mr. Hayden and any other persons pursuant to which Mr. Hayden was appointed as a director. In addition, Mr. Hayden has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K. There are no family relationships between Mr. Hayden and any of the Company’s executive officers or directors.

A copy of the press release announcing the above appointment and resignation is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	Press Release, dated February 12, 2020.

 

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.

 

February 12, 2020	IMAC HOLDINGS, INC.
	By:	/s/ Jeffrey S. Ervin
		Name:	Jeffrey S. Ervin
		Title:	Chief Executive Officer

Exhibit 99.1

 

IMAC Welcomes Financial Industry Veteran Gerard M. Hayden, Jr. to Board of Directors

 

BRENTWOOD, Tenn, Feb. 12, 2020 (GLOBE NEWSWIRE) -- IMAC Holdings, Inc. (IMAC), a provider of innovative medical advancements and care specializing in regenerative rehabilitation orthopedic treatments without the use of surgery or opioids, today announced the appointment of Gerard M. Hayden, Jr. to its Board of Directors (the “Board”).

 

Mr. Hayden replaces outgoing board member, Dean Weiland. Mr. Hayden brings to the Board more than 35 years of success providing financial management and counsel to a variety of organizations, primarily healthcare companies. Most recently he served as Senior Vice President, Chief Financial Officer of HealthStream, Inc. (HSTM). He has held financial leadership positions in healthcare payor, service, provider and technology companies during his career and has extensive experience in business development and mergers and acquisitions (“M&A”), having engaged in more than 100 M&A transactions of various structures and sizes in both public and private settings. He received a Master of Science degree in Accounting from Northeastern University and a Bachelor of Arts in Government and International Studies from the University of Notre Dame.

 

“Gerry’s nearly ten years of experience as Chief Financial Officer of a Nasdaq-listed company should be helpful as IMAC builds broader awareness with Wall Street. We welcome Gerry to IMAC’s board and look forward to his counsel as we continue to grow IMAC into a nationally recognized regenerative rehabilitation center,” said Jeff Ervin, Chief Executive Officer of IMAC. “In the meantime, we must thank Dean Weiland for his support and direction while fulfilling his annual commitment to serve on our Board during IMAC’s first year as a public company.”

 

“IMAC has tremendous potential to become an industry leader in regenerative rehabilitation for movement conditions, utilizing both the individual centers and the development of the company’s proprietary initiatives for opioid-free pain management. I look forward to collaborating with the rest of the Board, as well as Jeff and the IMAC management team to maximize the company’s growth and ensure a strategy for success,” added Mr. Hayden.

 

About IMAC Holdings, Inc.

 

IMAC Holdings was created in March 2015 to expand on the footprint of the original IMAC Regeneration Center, which opened in Kentucky in August 2000. IMAC Regeneration Centers combine life science advancements with traditional medical care for movement restricting diseases and conditions. It owns or manages 14 outpatient clinics that provide regenerative, orthopedic and minimally invasive procedures and therapies. It has partnered with several active and former professional athletes, opening Ozzie Smith IMAC Regeneration Centers in Missouri, David Price IMAC Regeneration Centers in Tennessee, Mike Ditka IMAC Regeneration Centers in the Chicago market, and a Tony Delk IMAC Regeneration Center in Lexington, Kentucky. IMAC’s outpatient medical clinics emphasize its focus around treating sports and orthopedic injuries without surgery or opioids.

 

# # #

 

Safe Harbor Statement

 

This press release contains forward-looking statements. These forward-looking statements, and terms such as “anticipate,” “expect,” “believe,” “may,” “will,” “should” or other comparable terms, are based largely on IMAC’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond IMAC’s control. Actual results could differ materially from these forward-looking statements as a result of, among other factors, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the skills and experience necessary to meet customers’ requirements, and its ability to protect its intellectual property. IMAC encourages you to review other factors that may affect its future results in its registration statement and in its other filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will in fact occur. More information about IMAC Holdings, Inc. is available at www.imacregeneration.com IMAC

 

Press Contact:

Laura Fristoe

lfristoe@imacrc.com

 

Investors

Bret Shapiro

(516) 222-2560

brets@coreir.com

 

Source: IMAC Holdings, Inc.