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): May 12, 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		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 [X]

 

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 8.01 Other Events.

 

IND Application

 

On May 12, 2020, IMAC Holdings, Inc. (the “Company”), submitted an Investigational New Drug application (the “IND”) with the U.S. Food & Drug Administration (“FDA”) with respect to the Company’s proposed study to evaluate the use of umbilical cord-derived stem cells for the treatment of bradykinesia, which is the gradual loss and slowing down of spontaneous bodily movement. The Company believes that the causes of bradykinesia may be related to an inflammatory response of the body. Human umbilical cord-derived stem cells have documented anti-inflammatory properties, and the Company believes that these cells may be effective in treating bradykinesia.

 

The Company prepared the IND and is preparing a related study with the assistance of a medical consulting group and pursuant to the Company’s license of an FDA-approved stem cell product. The study is designed to evaluate the safety and tolerability of umbilical cord-derived stem cells to treat patients with bradykinesia. If the IND is approved, the Company’s physicians will be trained to administer therapies within the Company’s facilities to use stem cell-derived treatments to treat bradykinesia. The IND and the related proposed study are part of the Company’s strategy to use certain biologic products to regenerate damaged tissue.

 

The Company anticipates that the FDA will take approximately 30 days from the date of submission of the IND to make a determination on the IND. No assurance can be given that the FDA will approve the IND within 30 days or that the FDA will approve the IND or designate it as regenerative medicine advanced therapy (“RMAT”). The failure to earn the IND or RMAT designation would prevent the Company from conducting its research trials and result in unfulfilled research expenses, which have already been accounted for by the Company and are not expected to negatively affect its operations.

 

Earnings Release

 

On May 14, 2020, the Company issued a press release regarding the Company’s results for the quarter ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Cautionary Note Regarding Forward-Looking Statements

 

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the benefits of the Transaction. The words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits
	Exhibit No.		Description
	99.1		Press Release, dated May 14, 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.

 

May 15, 2020	IMAC HOLDINGS, INC.
	By:	/s/ Jeffrey S. Ervin
	Name:	Jeffrey S. Ervin
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

IMAC Holdings Reports First Quarter 2020 Financial Results,

Including 19% Growth of Patient Services Revenue Compared to 2019

 

BRENTWOOD, Tenn, May 14, 2020 (GLOBE NEWSWIRE) — IMAC Holdings, Inc. (IMAC) (“IMAC” or the “Company”), a provider of Innovative Medical Advancements and Care, specializing in regenerative rehabilitation orthopedic treatments without the use of surgery or opioids, today announces first quarter financial results ending March 31, 2020.

 

Financial and Select Corporate Highlights from Q1 2020 (all comparisons are with IMAC for the year quarter ending March 31, 2019 unless otherwise indicated):

 

	●	Patient service revenues increased 19% to $3.3 million for the three months ended March 31, 2020, compared to $2.8 million for the three months ended March 31, 2019.
	●	Visits to clinics increased 2% to 31,603 for the three months ended March 31, 2020 compared to 30,824 during the three months ended March 31, 2019.
	●	Net Revenue per visit increased from $89.86 per visit to $109.54 per visit from March 31, 2019 to March 31, 2020, respectively.
	●	IMAC implemented a new telehealth option to allow active care patients direct and consistent communications with IMAC medical professionals even while observing “shelter in place” status.
	●	The U.S. Department of Labor (DOL) has named IMAC Regeneration Centers as an approved provider of medical treatment, physical therapy and chiropractic services for their Office of Workers’ Compensation Programs (OWCP).
	●	The company further expanded geographic reach with its first clinic operation in Florida with the purchase of Chiropractic Health of Southwest Florida, Inc. in Bonita Springs.
	●	IMAC appointed Gerald M. Hayden, Jr. to its Board of Directors.

 

“Despite the challenges of COVID-19, IMAC continued to serve clients and execute on its business plan. Earlier in the year we announced the initiation of our telehealth option, just as the ‘shelter in place’ orders began. Since then, we have logged over 1,000 telehealth appointments to supplement lost service days,” said Jeff Ervin, IMAC Holdings chief executive officer. “Based on the gradual flattening of the curve and the easing of temporary government restrictions where IMAC Regeneration Centers are located, all of our facilities have reopened to full operation as of May 4, 2020. In addition, the response to our membership program launched in January has been impressive, with nearly 500 active membership plans at the end of the quarter.”

 

Results of Operations for the Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019

 

Patient service revenues increased 19% to $3.3 million for the three months ended March 31, 2020, compared to $2.8 million for the three months ended March 31, 2019. These increases were primarily due to the 2019 acquisitions of ISDI Holdings II and PHR Holdings.

 

Net cash provided by financing activities during the three months ended March 31, 2020 was $2.3 million, including proceeds from notes payable, net of related fees, which totaled $1.2 million and proceeds from the issuance of common stock of $1.4 million. Net cash provided by financing activities during the three months ended March 31, 2019 was $3.8 million, including proceeds from our initial public offering, net of related fees.

 

 

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 two Ozzie Smith IMAC Regeneration Centers, two David Price IMAC Regeneration Centers, one Tony Delk IMAC Regeneration Center, and three IMAC Regeneration Centers sponsored by Mike Ditka. 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

 

[Financial Tables Follow]

 

 

IMAC HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 

		March 31, 2020				December 31, 2019
ASSETS
Current assets:
Cash		$	1,281,940			$	373,689
Accounts receivable, net			1,421,131				1,258,325
Deferred compensation, current portion			265,677				312,258
Other assets			572,559				633,303
Total current assets			3,541,307				2,577,575
Property and equipment, net			3,530,767				3,692,009
Other assets:
Goodwill			2,040,696				2,040,696
Intangible assets, net			7,072,302				7,169,072
Deferred equity costs			143,655				170,274
Deferred compensation, net of current portion			422,544				549,563
Security deposits			551,284				499,488
Right of use asset			3,800,997				3,719,401
Total other assets			14,031,478				14,148,494
Total assets		$	21,103,552			$	20,418,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	3,278,967			$	2,909,666
Patient deposits			292,475				189,691
Notes payable, current portion, net of deferred loan costs			4,089,567				1,422,554
Finance lease obligation, current portion			17,662				17,473
Line of credit			79,961				79,961
Liability to issue common stock, current portion			501,844				421,044
Operating lease liability, current portion			1,024,491				1,025,247
Total current liabilities			9,284,967				6,065,636
Long-term liabilities:
Notes payable, net of current portion			320,352				2,109,065
Finance lease obligation, net of current portion			62,078				66,565
Liability to issue common stock, net of current portion			417,266				578,866
Operating lease liability, net of current portion			3,691,169				3,660,654
Other non-current liabilities			45,000				-
Total liabilities			13,820,832				12,480,786
Stockholders’ equity:
Preferred stock - $0.001 par value, 5,000,000 authorized, nil issued and outstanding at March 31, 2020 and December 31, 2019			-				-
Common stock - $0.001 par value, 30,000,000 authorized, 10,009,098 and 8,913,258 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively			10,003				8,907
Additional paid-in capital			21,465,115				20,050,634
Accumulated deficit			(11,775,595	)			(10,042,050	)
Non-controlling interest			(2,416,803	)			(2,080,199	)
Total stockholders’ equity			7,282,720				7,937,292
Total liabilities and stockholders’ equity		$	21,103,552			$	20,418,078

 

 

IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

		Three Months Ended March 31,
		2020				2019
Patient revenues, net		$	3,309,069			$	2,769,828
Management fees			12,487				-
Total revenue			3,321,556				2,769,828
Operating expenses:
Patient expenses			379,817				436,129
Salaries and benefits			2,926,150				2,064,623
Share-based compensation			81,084				3,749
Advertising and marketing			241,817				347,016
General and administrative			1,236,138				977,369
Depreciation and amortization			450,495				285,567
Total operating expenses			5,315,501				4,114,453
Operating loss			(1,993,945	)			(1,344,625	)
Other expenses:
Other expenses			-				(15,955	)
Beneficial conversion interest expense			-				(639,159	)
Interest expense			(76,204	)			(30,671	)
Total other expenses			(76,204	)			(685,785	)
Net loss before income taxes			(2,070,149	)			(2,030,410	)
Income taxes			-				-
Net loss			(2,070,149	)			(2,030,410	)
Net loss attributable to the non-controlling interest			336,604				431,223
Net loss attributable to IMAC Holdings, Inc.		$	(1,733,545	)		$	(1,599,187	)
Net loss per share attributable to common stockholders
Basic and diluted		$	(0.18	)		$	(0.27	)
Weighted average common shares outstanding
Basic and diluted			9,611,252				5,919,856

 

 

IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

 

		Common Stock								Additional				Non-
		Number of Shares				Par				Paid-In- Capital				Controlling Interest				Accumulated Deficit				Total
Balance, December 31, 2018			4,553,623			$	4,534			$	1,233,966			$	(1,625,840	)		$	(3,544,820	)			(3,932,160	)
Common stock issued for initial public offering proceeds, net of related fees			850,000				850				3,503,314												3,504,164
Issuance of common stock in connection with convertible notes			449,217				449				2,245,636												2,246,085
Issuance of common stock in connection with acquisitions			1,410,183				1,410				7,247,798												7,249,208
Exercise of warrants			9,900				10				49,490												49,500
Net loss															(431,223	)			(1,599,187	)			(2,030,410	)
Balance, March 31, 2019			7,252,923			$	7,253			$	14,280,204			$	(2,057,063	)		$	(5,144,007	)		$	7,086,387

 

		Common Stock								Additional				Non-
		Number of Shares				Par				Paid-In- Capital				Controlling Interest				Accumulated Deficit				Total
Balance, December 31, 2019			8,913,258			$	8,907			$	20,050,634			$	(2,080,199	)		$	(10,042,050	)			7,937,292
Issuance of common stock			1,095,840				1,096				1,376,122												1,377,218
Issuance of employee stock options											38,359												38,359
Net loss															(336,604	)			(1,733,545	)			(2,070,149	)
Balance, March 31, 2020			10,009,098			$	10,003			$	21,465,115			$	(2,416,803	)		$	(11,775,595	)		$	7,282,720

 

 

IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

		Three Months Ended March 31,
		2020				2019
Cash flows from operating activities:
Net loss		$	(2,070,149	)		$	(2,030,410	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			450,495				285,567
Beneficial conversion interest expense			-				639,159
Share based compensation			81,084				-
Deferred rent			-				(12,969	)
(Increase) decrease in operating assets:
Accounts receivable, net			(141,966	)			(361,450	)
Other assets			64,120				(230,796	)
Security deposits			(51,796	)			(3,310	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses			408,221				361,428
Patient deposits			102,784				485,392
Lease incentive obligation			-				(26,759	)
Net cash used in operating activities			(1,157,207	)			(894,149	)
Cash flows from investing activities:
Purchase of property and equipment			(7,243	)			(42,426	)
Acquisition of IMAC Florida (Note 7)			(200,000	)			-
Net cash used in investing activities			(207,243	)			(42,426	)
Cash flows from financing activities:
Proceeds from initial public offering, net of related fees			-				3,839,482
Proceeds from warrants exercised			-				49,500
Proceeds from issuance of common stock			1,403,837				-
Proceeds from notes payable			1,200,000				100,000
Payments on notes payable			(256,838	)			(27,053	)
Payments of debt issuance costs			(70,000	)			-
Payments on line of credit			-				(150,000	)
Payments on finance lease obligation			(4,298	)			(4,118	)
Net cash provided by financing activities			2,272,701				3,807,811
Net increase in cash			908,251				2,871,237
Cash, beginning of period			373,689				194,316
Cash, end of period		$	1,281,940			$	3,065,553
Supplemental cash flow information:
Interest paid		$	27,412			$	30,671
Non cash financing and investing:
Debt discount notes payable		$	115,000			$	-