0001493152-23-010385 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-38797
Entity Registrant Name	IMAC Holdings, Inc.
Entity Central Index Key	0001729944
Entity Tax Identification Number	83-0784691
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3401 Mallory Lane
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	(844)
Local Phone Number	266-4622
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 6
Entity Common Stock, Shares Outstanding		33,017,049
Documents Incorporated by Reference	None.
ICFR Auditor Attestation Flag	false
Auditor Firm ID	677
Auditor Name	Cherry Bekaert LLP
Auditor Location	Nashville, Tennessee
Common Stock Par Value 0.001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BACK
Security Exchange Name	NASDAQ
Warrants To Purchase Common Stock [Member]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	IMACW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 763,211	$ 7,118,980
Accounts receivable, net	2,881,239	1,209,333
Deferred compensation, current portion	196,119	191,657
Other assets	367,358	547,536
Total current assets	4,207,927	9,067,506
Property and equipment, net	1,584,714	2,323,163
Other assets:
Goodwill		4,661,796
Intangible assets, net	1,365,457	5,797,469
Deferred compensation, net of current portion		73,816
Security deposits	300,430	357,050
Right of use assets, net	3,623,078	4,948,393
Total other assets	5,288,965	15,838,524
Total assets	11,081,606	27,229,193
Current liabilities:
Accounts payable and accrued expenses	1,702,740	2,523,332
Patient deposits	241,666	320,917
Notes payable, current portion	51,657	254,487
Finance lease obligations, current portion	19,898	19,050
Liability to issue common stock, current portion	329,855	337,935
Operating lease liability, current portion	1,368,016	1,478,140
Total current liabilities	3,713,832	4,933,861
Long-term liabilities:
Notes payable, net of current portion	53,039	104,697
Finance lease obligations, net of current portion	9,375	29,273
Liability to issue common stock, net of current portion		189,375
Operating lease liabilities, net of current portion	2,654,104	4,018,926
Total liabilities	6,430,350	9,276,132
Commitment and Contingencies – Note 14
Stockholders’ equity:
Preferred stock - $0.001 par value, 5,000,000 authorized, nil issued and outstanding at December 31, 2022 and 2021
Common stock; $0.001 par value, 60,000,000 authorized; 33,017,758 and 26,876,409 shares issued at December 31, 2022 and 2021, respectively; 32,935,294 and 26,218,167 shares outstanding at December 31, 2022 and 2021, respectively.	32,935	26,218
Additional paid-in capital	51,138,061	46,133,777
Accumulated deficit	(46,519,740)	(28,206,934)
Total stockholders’ equity	4,651,256	17,953,061
Total liabilities and stockholders’ equity	$ 11,081,606	$ 27,229,193

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	33,017,758	26,876,409
Common stock, shares outstanding	32,935,294	26,218,167

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Total revenue	$ 16,185,682	$ 14,385,828
Operating expenses:
Patient expenses	1,508,408	1,628,206
Salaries and benefits	14,517,253	13,309,797
Advertising and marketing	1,100,422	1,324,715
General and administrative	7,281,473	6,422,818
Depreciation and amortization	1,626,614	1,649,187
Loss on disposition or impairment	8,431,803	149,464
Total operating expenses	34,465,974	24,484,186
Operating loss	(18,280,292)	(10,098,358)
Other income (expense):
Interest income	10,583	2,885
Other income (expense)	(28,905)	57,329
Interest expense	(14,191)	(504,103)
Total other income (expenses)	(32,513)	(443,889)
Net loss before income taxes	(18,312,806)	(10,542,247)
Income taxes
Net loss	$ (18,312,806)	$ (10,542,247)
Net loss per share attributable to common stockholders
Basic and diluted	$ (0.65)	$ (0.47)
Weighted average common shares outstanding
Basic and diluted	28,273,884	22,551,699
Health Care, Patient Service [Member]
Total revenue	$ 16,185,682	$ 14,163,668
Others Income [Member]
Total revenue		6,092
Management Service [Member]
Total revenue		$ 216,068

Consolidated Statement of Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 12,747	$ 25,465,094	$ (17,664,687)	$ 7,813,154
Beginning balance, shares at Dec. 31, 2020	12,747,055
Issuance of common stock	$ 13,471	20,514,828		20,528,299
Issuance of common stock, shares	13,471,113
Issuance of employee stock options		153,855		153,855
Net loss			(10,542,247)	(10,542,247)
Ending balance, value at Dec. 31, 2021	$ 26,218	46,133,777	(28,206,934)	17,953,061
Ending balance, shares at Dec. 31, 2021	26,218,167
Issuance of common stock	$ 6,717	4,909,214		4,915,931
Issuance of common stock, shares	6,717,127
Issuance of employee stock options		95,070		95,070
Net loss			(18,312,806)	(18,312,806)
Ending balance, value at Dec. 31, 2022	$ 32,935	$ 51,138,061	$ (46,519,740)	$ 4,651,256
Ending balance, shares at Dec. 31, 2022	32,935,294

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (18,312,806)	$ (10,542,247)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	1,626,614	1,649,187
Share based compensation	444,503	570,513
Loss on disposition of assets	98,116	149,464
Loss on impairment	8,333,687
Gain on lease modification		(57,086)
Amortization of debt issuance expense		312,857
Changes in operating assets and liabilities:
Accounts receivable, net	(1,671,906)	304,350
Other assets	180,178	(158,834)
Security deposits	56,620	36,357
Right of use/lease liability	(149,631)	(162,797)
Accounts payable and accrued expenses	(820,592)	281,428
Patient deposits	(79,251)	25,846
Net cash from operating activities	(10,294,468)	(7,590,962)
Cash flows from investing activities:
Purchase of property and equipment	(331,382)	(694,376)
Brand development		(69,070)
Acquisitions		(1,718,500)
Proceeds from sale of property and equipment	71,400	24,450
Net cash from investing activities	(259,982)	(2,457,496)
Cash flows from financing activities:
Proceeds from issuance of common stock	4,472,219	19,005,323
Payments on notes payable	(254,488)	(4,436,375)
Payments on finance lease obligation	(19,050)	(25,462)
Net cash from financing activities	4,198,681	14,543,486
Net increase (decrease) in cash	(6,355,769)	4,495,058
Cash, beginning of period	7,118,980	2,623,952
Cash, end of period	763,211	7,118,980
Supplemental cash flow information:
Interest paid	14,191	239,011
Non-Cash Financing and Investing:
Business acquisition via stock issuance		$ 1,200,000

Description of Business

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business

Note 1 – Description of Business

IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail stores and our Investigational New Drug division. IMAC Holdings, Inc. and its affiliates (collectively, the “Company”) provide movement, orthopedic and neurological therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. As of December 31, 2022, the Company had opened or acquired through management service agreements ten (10) medical clinics located in Florida, Illinois, Kentucky, Louisiana and Missouri. The Company has partnered with several well-known sports stars such as Ozzie Smith and Tony Delk in opening its medical clinics, with a focus on delivering sports medicine treatments without opioids. As of December 31, 2022, The BackSpace, LLC had opened ten retail clinic locations in Florida, Missouri and Tennessee. The BackSpace operated healthcare centers specializing in chiropractic and spinal care services inside Walmart retail locations. The Company’s Investigational New Drug division is conducting a clinical trial for its investigational compound utilizing umbilical cord-derived allogenic mesenchymal stem cells for the treatment of bradykinesia due to Parkinson’s disease.

As outlined in Note 15, given the Company’s current financial position, during the first quarter of 2023 the Company decided to close four underperforming locations and sold its Louisiana Orthopedic practice as well as The BackSpace, LLC operations in an effort to raise sufficient capital to support on-going operations. Management has been actively exploring various strategic alternatives in an effort to support operations in 2023 and beyond (see Note 15 for discussion regarding the intent for a strategic merger-of-equals with Brain Scientific, Inc.).

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entities which are consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky, PSC (“Kentucky PSC”) ; the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC.

In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida.

In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida.

In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois.

In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, an entity which presents the results of Louisiana Medical due to control by contract.

These acquisitions are included in the consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to insurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Specifically, we reclassified share-based compensation to salaries and benefits.

Revenue Recognition

The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics. The fees for such services are billed either to the patient or a third-party payer, including Medicare.

The Company recognizes service revenues based upon the estimated amounts the Company expects to be entitled to receive from patients and third-party payers. Estimates of contractual adjustments are based upon the payment terms specified in the related contractual agreements. The Company also records estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record these revenues at the estimated amounts expected to be collected.

Starting in January 2020, the Company implemented wellness maintenance programs on a subscription basis. There are currently four membership plans offered with different levels of service for each plan. The Company recognizes membership revenue on a monthly basis. Enrollment in the wellness maintenance program can occur at any time during the month and can be dis-enrolled at any time.

Starting in June 2021, the Company introduced BackSpace and began offering outpatient chiropractic and spinal care services as well as memberships services in Walmart retail locations. The fees for such services are paid and recognized as incurred.

Starting in September 2022, the Company introduced hormone replacement therapy “HRT” and medical weight loss programs. The Company recognizes HRT and medical weight loss revenue as the services are provided.

Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and where management services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a business corporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Company provides all administrative support to the physician-owned PC through a LLC. The PC is consolidated due to control by contract (an “MSA” – Management Services Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic or a percentage mark up on the costs of the LLC. The company recognizes other management service revenue in the period in which services are rendered. These revenues are earned by IMAC Nashville, IMAC Management, IMAC Illinois, IMAC Florida, IMAC Louisiana and the Back Space and are eliminated in consolidation to the extent owned.

Patient Deposits

Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine. Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient for regenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from the patient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue.

Fair Value of Financial Instruments

The carrying amount of accounts receivable and accounts payable approximate their respective fair values due to the short-term nature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Variable Interest Entities

Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company enters into long-term management agreements with professional corporations (“PCs”) that are owned by licensed doctors, which, in turn employ or contract with doctors who provide professional care in its clinics. Under these management agreements with PCs, the Company provides, on an exclusive basis, all non-clinical services of the practice.

The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “Consolidation”. The Company has the power to direct the activities that most significantly impact a VIE’s economic performance. Additionally, the Company would absorb the substantially all of the expected losses from any of these entities should such expected losses occur. As of December 31, 2022, the Company’s consolidated VIE’s include 13 PCs.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2022 and 2021, were approximately $1.8 million and $2.2 million respectively, and the total liabilities of the consolidated VIEs were approximately $0.5 million and $0.6 million, respectively.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and 2021.

Accounts Receivable

Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amount expected to be received.

The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers, which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write-offs, accounts receivable aging, established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financial condition or results of operations. The Company’s collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence.

Allowance for Doubtful Accounts, Contractual and Other Discounts

Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with the payers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments that differ from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. An account may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectible balances are written-off against the allowance. Recoveries of previously written-off balances are applied against operating expenses when the recoveries are made.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense as incurred.

Intangible Assets

The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. In March 2022 the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $34,000, which was written off as impaired. As a result, the Company recorded a noncash impairment loss for this amount during the three months ended March 31, 2022. Due to a significant drop in share price in the three months ended September 30, 2022, the Company determined that a triggering event occurred. It was determined that there was an impairment loss of $2,128,000 on the IMAC Illinois MSA and $1,672,000 on the IMAC Kentucky MSA. In the three months ended December 31, 2022, the Company recorded an impairment loss of $1,000 on the IMAC Florida MSA.

Goodwill

Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed in business combinations. The goodwill generated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant decline in expected future cash flows, a significant adverse change in the business climate, and unforeseen competition.

The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required.

The Company operates under one reporting unit. The quantitative impairment test involves the comparison of the fair value of the reporting unit to the Company’s carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess.

The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022 the Company elected not to perform a qualitative impairment test and instead went straight to a quantitative assessment. As a result, the Company concluded that it was more-likely-than-not that the carrying value would be greater than the estimated fair value as of December 31, 2022. In addition, given the lack of viable long-term solvency it was determined that it was appropriate to fully impair goodwill. A goodwill impairment loss of $4.5 million was recorded as of December 31, 2022. For the year ended December 31, 2021, the Company performed a qualitative impairment test and based on the totality of information available, the Company concluded that it was more-likely-than-not that the estimated fair value was greater than the carrying value as of December 31, 2021, therefore no impairment was recorded during 2021.

Long-Lived Assets

Long-lived assets such as property and equipment, operating lease assets and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to:

	●	the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale”;
	●	significant changes in the Company’s stock price per share;
	●	significant negative industry or economic trends.

Due to a significant drop in share price in the three months ended September 20, 2022, the Company determined that a triggering event occurred. The Company utilized a third-party consultant to perform an impairment test on Management Service Agreements (MSA) in the IMAC Illinois and IMAC Kentucky companies. It was determined that there was an impairment loss of $2,128,000 on the IMAC Illinois MSA and $1,672,000 on the IMAC Kentucky MSA. In the three months ended December 31, 2022, the Company recorded an impairment loss of $1,000 on the IMAC Florida MSA. A goodwill impairment loss of $4.5 million was recorded in December 2022 related to our Florida, Tennessee, Missouri and Louisiana acquisitions.

Advertising and Marketing

The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $1,100,000 and $1,325,000 for the years ended December 31, 2022 and 2021, respectively.

Net Loss Per Share

Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized.

Capital Requirements, Liquidity and Going Concern Considerations

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Capital Requirements, Liquidity and Going Concern Considerations

Note 3 – Capital Requirements, Liquidity and Going Concern Considerations

The Company’s consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception which raises substantial doubt regarding the Company’s ability to continue as a going concern. The Company had working capital of approximately $0.5 million at December 31, 2022 and working capital of approximately $4.1 million at December 31, 2021. The Company had a net loss of approximately $18.3 million at December 31, 2022, and used cash in operations of approximately $10.3 million for the year ended December 31, 2022. The Company expects to continue to incur expenditures for working capital.

Given the current financial position of the Company, during the first quarter of 2023, management decided to close four underperforming locations and has begun entering into agreements to sell certain elements of their business in an effort to raise sufficient capital to support current operations (see Note 15). Management recognizes that the Company must gain access to additional funding to successfully operate its managed clinics. Management has been actively exploring various strategic alternatives in an effort to support operations in 2023 and beyond (see Note 15 for discussion regarding the intent for a strategic merger-of-equals with Brain Scientific, Inc.). If management is not able to timely and successfully gain access to sufficient capital, the financial condition and results of operations will be materially affected. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Concentration of Credit Risks

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Concentration of Credit Risks

Note 4 – Concentration of Credit Risks

Cash

The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits of $250,000.

Revenue and Accounts Receivable Concentration

As of December 31, 2022 and 2021, the Company had revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below:

Schedule of Concentration Risk

	2022						2021
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payments		32	%		18	%		37	%		16	%

Accounts Receivable

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Accounts Receivable

Note 5 – Accounts Receivable

Accounts receivable consisted of the following at December 31:

Schedule of Accounts Receivable

	2022			2021

Accounts receivable, net of contractual adjustments	$	3,044,718		$	1,290,312
Less: allowance for doubtful accounts		(163,479	)		(80,979	)
Accounts receivable, net	$	2,881,239		$	1,209,333

Business Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisitions

Note 6 – Business Acquisitions

IMAC Florida

In February 2021, the Company completed the acquisition of and signed Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida. The transaction was completed for $421,000. Willmitch Chiropractic’s founder, Martin Willmitch, will remain with the Company and serve as Vice President of Managed Care of IMAC Holdings. A total of $7,400 was allocated to property and equipment with the remaining $413,600, allocated to goodwill. The Company recorded an impairment loss of $413,600 at December 31, 2022.

In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida. The transaction was completed as an asset purchase for $142,500. A total of $149,720 was allocated to property and equipment and $7,220 allocated to acquired payables.

In June 2021, the Company completed an asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida. The transaction was completed as an asset purchase for $50,000. A total of $45,000 was allocated to property and equipment with the remaining $5,000 allocated to customer lists.

IMAC Chicago

In June 2021, the Company also completed an asset purchase of Active Medical Center in Naperville, Illinois. The transaction was completed as an asset purchase for $205,000. A total of $200,000 was allocated to property and equipment with the remaining $5,000 allocated to deposits.

IMAC Louisiana

In October 2021, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interest in Louisiana Orthopaedic & Sports Rehab Institute, Inc, (the “Louisiana Acquisition”). The transaction was completed for $1,200,000 and $1,200,000 in common stock.

The Company completed its formal valuation analysis to identify and determine the fair value of identifiable tangible assets acquired related to this acquisition during 2022. A total of $192,500 has been allocated to a non-compete agreement, $77,000 allocated to an intellectual property agreement with the remaining $2,045,500 allocated to goodwill. The Company recorded an impairment loss related to the full balance of this goodwill at December 31, 2022.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 7 – Property and Equipment

Property and equipment consisted of the following at December 31:

Schedule of Property and Equipment

	Estimated
	Useful Life in Years	2022			2021

Leasehold improvements	Shorter of asset or lease term	$	2,233,603		$	2,127,762
Equipment	1.5 – 10		2,820,166			2,810,028
Total property and equipment			5,053,769			4,937,790

Less: accumulated depreciation			(3,476,977	)		(2,990,902	)
			1,576,792			1,946,888

Construction in progress			7,922			376,275
Total property and equipment, net		$	1,584,714		$	2,323,163

Depreciation was $867,364 and $761,034 for the years ended December 31, 2022 and 2021, respectively.

Intangibles Assets and Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles Assets and Goodwill

Note 8 – Intangibles Assets and Goodwill

Intangible assets that were acquired in connection with the acquisition transactions (Note 6) during 2022 and 2021:

		December 31, 2022
	Estimated			Accumulated Amortization and
	Useful Life	Cost		Impairment			Net

Intangible assets:
Management service agreements	10 years	$	7,940,398	$	(6,939,916	)	$	1,000,482
Non-compete agreements	3 years		391,000		(359,125	)		31,875
Intellectual property agreements	2 years		77,000		(48,125	)		28,875
Brand development	15 years		69,071		(8,596	)		60,475
Definite lived assets			8,477,469		(7,355,762	)		1,121,707
Research and development			243,750		-			243,750
Goodwill			4,499,796		(4,499,796	)		-
Total intangible assets and goodwill		$	13,221,015	$	(11,855,558	)	$	1,365,457

		December 31, 2021
	Estimated			Accumulated
	Useful Life	Cost		Amortization			Net

Intangible assets:
Management service agreements	10 years	$	7,940,398	$	(2,500,418	)	$	5,439,980
Non-compete agreements	3 years		306,000		(302,458	)		3,542
Customer lists	3 years		134,882		(89,921	)		44,961
Brand development	15 years		69,071		(3,835	)		65,236
Definite lived assets			8,450,351		(2,896,632	)		5,553,719
Research and development			243,750		-			243,750
Goodwill			4,661,796		-			4,661,796
Total intangible assets and goodwill		$	13,355,897	$	(2,896,632	)	$	10,459,265

In March 2022 the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $34,000, which was written off as impaired. As a result, the Company recorded a noncash impairment loss for this amount during the three months ended March 31, 2022. Due to a significant drop in share price in the three months ended September 20, 2022, the Company determined that a triggering event occurred. It was determined that there was an impairment loss of $2,128,000 on the IMAC Illinois MSA and $1,672,000 on the IMAC Kentucky MSA.

The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the carrying value is greater than the estimated fair values of the reporting units as of December 31, 2022. A goodwill impairment loss of $4.5 million was recorded in December 2022 related to our Florida, Tennessee, Missouri and Louisiana acquisitions.

Amortization was $759,250 and $888,153 for the years ended December 31, 2022 and 2021, respectively.

The Company’s estimated future amortization of intangible assets is as follows:

Years Ending December 31,

2023	$	241,227
2024		180,477
2025		180,477
2026		180,477
2027		180,477
Thereafter		158,572
Total	$	1,121,707

Operating Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Operating Leases

Note 9 – Operating Leases

On January 1, 2019, the Company adopted Topic ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. The Company’s leases consist of operating leases that relate to real estate rental agreements. Most of the value of the Company’s lease portfolio upon adoption relates to real estate lease agreements that were entered into starting March 2017.

Discount Rate Applied to Property Operating Lease

To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the “incremental borrowing rate” or “IBR”).

The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate of leases added during the year ended December 31, 2022, the Company used a weighted average interest rate.

Right of Use Assets

Right of use assets are included in the consolidated Balance Sheet as follows:

	December 31, 2022		December 31, 2021

Non-current assets
Right of use assets, net of amortization	$	3,623,078	$	4,948,393

Total operating lease cost

Individual components of the total lease cost incurred by the Company is as follows:

Schedule of Operating Lease Cost

Year Ended

December 31,
2022

Year Ended

December 31,
2021

Operating lease expense

1,622,466

1,333,916

Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease.

Maturity of operating leases

The amount of future minimum lease payments under operating are as follows:

	Operating Leases

Undiscounted future minimum lease payments:
2023	$	1,545,103
2024		1,152,928
2025		887,061
2026		628,509
2027		137,383
Thereafter		81,691
Total		4,432,675
Amount representing imputed interest		(410,555	)
Total operating lease liability		4,022,120
Current portion of operating lease liability		(1,368,016	)
Operating lease liability, non-current	$	2,654,104

Notes Payable

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Notes Payable

Note 10 – Notes Payable

Set forth below is a summary of the Company’s outstanding debt as of December 31, 2022 and December 31, 2021:

Schedule of Notes Payable

	December 31,			December 31,
	2022			2021


Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 which was paid on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of certain Company executives.	$	13,093		$	43,413

Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit.		54,763			68,378

$112,800 payable to a landlord of Advantage Therapy, LLC pursuant to a lease dated March 1, 2019. The debt is payable in 60 monthly installments of $2,129, including principal and interest at 5%. The debt matures on June 1, 2024.		36,840			59,913

Note payable to a financial institution in the amount of $140,000, dated September 25, 2019. The note requires 36 consecutive monthly installments of $4,225 including principal and interest at 5.39%. The note matures on September 19, 2022 and is secured by a personal guarantee of the Vice President of Business Development of the Company.		-			37,179

Note payable in the amount of $2,690,000, dated October 29, 2020. The note is payable on or before April 29, 2022. The interest on the note accrues at a rate of 7% per annum and is payable on the maturity date or otherwise in accordance with the note.		-			150,301

Notes payable		104,696			359,184
Less: current portion:		(51,657	)		(254,487	)
	$	53,039		$	104,697

Principal maturities of notes payable are as follows:

Years Ending December 31,	Amount

2023	$	51,657
2024		27,631
2025		15,813
2026		9,595
Total	$	104,696

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Shareholders’ Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Shareholders’ Equity

Note 11 – Shareholders’ Equity

On October 5, 2020, the Company launched an at-the-market offering of up to $5,000,000 worth of shares of the Company’s common stock pursuant to an At-The-Market Issuance Sales Agreement, dated October 5, 2020, by and between the Company and Ascendiant Capital Markets, LLC. Since the launch and as of December 31, 2022, pursuant to the Agreement, the Company had sold 2,517,536 shares of common stock through Ascendiant Capital Markets for aggregate proceeds to the Company of $3.8 million. The Company sold 975,778 shares during 2022 for an aggregate amount of $0.9 million and 3,797 shares during 2021 for an aggregate amount of $0.008 million.

During March 2021, the Company completed a public offering by issuing 10,625,000 shares of common stock for gross proceeds of $17.0 million and incurring $1.2 million in expenses related to public offering. The Company used approximately $1.8 million for the repayment of certain indebtedness and is using the remaining proceeds for the repayment of certain other indebtedness, to finance the costs of developing and acquiring additional outpatient medical clinics and healthcare centers as part of the Company’s growth and expansion strategy and for working capital.

On April 7, 2021 the Company closed on the sale of an additional 1,193,750 shares of common stock at the recent public offering price of $1.60 per share, pursuant to the 15% over-allotment option exercised in full by the underwriters in connection with its public offering that closed March 2021. The Company received gross proceeds of $1.91 million and incurred approximately $115,000 in additional expenses.

On October 1, 2021, the Company completed a stock purchase agreement and issued 810,811 shares of its common stock as consideration. This transaction was part of the $1,200,000 in stock consideration for the Louisiana acquisition.

On July 6, 2022, the Company’s shareholders approved the Board of Directors’ proposal to increase the number of authorized shares of the Company’s common stock to 60,000,000 shares from 30,000,000 shares.

On August 16, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional accredited investors (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 at a purchase price of $0.76, in a registered direct offering (the “Registered Direct Offering”). In a concurrent private placement, the Company also agreed to issue to the investors Series 1 warrants to purchase 5,164,474 shares of common stock that will become exercisable on the date that is six months following the date of issuance of the shares of common stock in the Registered Direct Offering (the “Exercise Date”) and expire on the five year anniversary of the Exercise Date, at an exercise price of $0.95 per share, and Series 2 warrants to purchase 5,164,474 shares of common stock that will become exercisable on the Exercise Date and expire on the one year anniversary of the Exercise Date, at an exercise price of $0.95 per share. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 originally filed with the SEC on March 27, 2020 (as amended, the “Registration Statement”), which was declared effective on April 3, 2020. The Company received gross proceeds of both transactions of $3.9 million. The Company used the net proceeds from this offering for working capital and other general corporate purposes, including financing the costs of implementing the Company’s strategic alternative activities.

2018 Incentive Compensation Plan

The Company’s board of directors and holders of a majority of outstanding shares approved and adopted the Company’s 2018 Incentive Compensation Plan (“2018 Plan”) in May 2018, reserving the issuance of up to 1,000,000 shares of common stock (subject to certain adjustments) upon exercise of stock options and grants of other equity awards. The 2018 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee directors and consultants, and affiliates.

Stock Options

As of December 31, 2022, the Company had issued non-qualified stock options to purchase 274,560shares of its common stock to various employees of the Company. Most options vest over a period of four years, with 25% vesting after one year and the remaining 75% vesting in equal monthly installments over the following 36 months and are exercisable for a period of ten years. One award granted in 2021 vests over a period of one year and is exercisable for a period of ten years. Stock based compensation for stock options is estimated at the grant date based on the fair value calculated using the Black-Scholes method. The per-share fair values of these options is calculated based on the Black-Scholes-Merton pricing model.

The information below summarizes the stock options:

Schedule of Stock Option Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2020		360,169		$	3.43		3.35
Granted		49,000			1.60		3.40
Exercised		-			-		-
Cancelled		(42,118	)		3.92		1.44
Outstanding at December 31, 2021		367,051		$	3.23		3.58
Granted		-			-		-
Exercised		-			-		-
Cancelled		(30,585	)		3.26		1.65
Outstanding at December 31, 2022		336,466		$	3.23		3.75

Restricted Stock Units

On May 21, 2019, the Company granted an aggregate of 277,500 Restricted Stock Units (“RSUs”) to certain employees, executives and Board members, the terms of which vest over various periods between the date of grant and May 21, 2023. On August 13, 2019, 30,000 shares of common stock were issued pursuant to granted RSUs which had vested as of such date.

On October 20, 2020, the Company granted an aggregate of 300,000 RSUs to Board members with these RSUs vesting in eight equal quarterly installments commencing on February 1, 2021, provided the Board members remain directors of the Company. Effective October 2021, the vesting schedule was amended to a one-year vesting period. As of March 31, 2022, all these granted RSUs had vested and were issued to the Board members.

On January 30, 2021, the Company granted an aggregate of 17,000 RSUs to non-executive staff and contractors with these RSUs vesting after one year. As of March 31, 2022, all these granted RSUs had vested and were issued.

On October 27, 2021 the Company granted 10,000 shares to a consultant that vested immediately.

On February 21, 2022, the Company granted 100,000 RSUs to an executive that vested immediately.

On September 22, 2022, the Company granted an aggregate of 300,000 RSUs to Board members with immediate vesting. The Company granted an aggregate of 512,000 Restricted Stock Units (“RSUs”) to certain employees and executives with a one-year vesting period.

Schedule of Restricted Stock Units

	Number of Shares			Weighted Average Grant Date Fair Value

Outstanding at December 31, 2020		440,625		$	1.83
Granted		27,000			1.56
Vested		(206,875	)		1.56
Cancelled		-			-
Outstanding at December 31, 2021		260,750		$	2.02
Granted		912,000			0.51
Vested		(446,875	)		0.96
Cancelled		(5,000	)		0.44
Outstanding at December 31, 2022		720,875		$	0.78

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Retirement Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Retirement Plan

Note 12 – Retirement Plan

The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, the Company is required to make matching contributions of 100% up to 3% and 50% of the next 2% of total compensation for those employees making salary deferrals. The Company made contributions of $134,534 and $139,870 during 2022 and 2021, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 – Income Taxes

For the year ended December 31, 2022, and December 31, 2021, no income tax expense or benefit was recorded related to income taxes due to the Company’s overall operating results and the change in the valuation allowance. The components of income tax expense (benefit) for the year ended December 31, 2022, and December 31, 2021, are as follows:

		December 31, 2022		December 31, 2021
Current income tax expense (refund) - federal	$	-	$	-
Current income tax expense (refund) - state		-		-
Total current income tax expense (refund)		-		-

Deferred income tax expense (benefit) - federal		-		-
Deferred income tax expense (benefit) - state		-		-
Total deferred income tax expense (benefit)		-		-

Total provision for income taxes	$	-	$	-

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2022 and 2021 are as follows:

		December 31, 2022			December 31, 2021
Deferred tax assets:
Reserves & allowances	$	20,738		$	20,880
Charitable contribution carry-forward		3,000			3,020
Net operating loss carry-forward - federal		7,778,105			6,049,391
Net operating loss carry-forward - state		2,294,317			1,887,147
Amortization		2,029,833			-
Non-qualified stock options		459,093			349,328
Total deferred tax assets	$	12,585,086		$	8,309,766

Deferred tax liabilities:
Depreciation	$	(2,914	)	$	(200,738	)
Amortization		-			(119,004	)
Total deferred tax liabilities	$	(2,914	)	$	(319,742	)

Less valuation allowance		(12,582,172	)		(7,990,024	)
Total net deferred tax assets	$	-		$	-

The Company has federal net operating loss carry-forward of approximately $37.0 million and state net operating losses of approximately $39.3 million. There is no expiration of the federal loss carry-forwards as all federal net operating loss carry-forwards were generated after December 31, 2017. The state operating loss carry-forwards are subject to expiration beginning on December 31, 2031. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2022 and 2021, a full valuation allowance was required.

In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2022. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal and state income tax returns for 2019 through 2021 remain open to examination.

The reconciliation of the income tax (benefit) to the U.S. federal statutory income tax rate is as follows:

	December 31, 2022			December 31, 2021
Federal statutory income tax		21.00	%		21.00	%
Permanent differences		(0.01	)%		(0.01	)%
Change in Tax Credits		0.00	%		0.00	%
Change in Tax Rate		0.00	%		0.00	%
Change in valuation allowance		(25.20	)%		(25.77	)%
State income taxes, net of federal benefit		4.61	%		4.78	%
Prior year adjustments		(0.40	)%		0.00	%
Total		0.00	%		0.00	%

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies

The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date, where there is a reasonable possibility that a loss has been incurred and the loss (or range of probable loss) is estimable.

From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity.

Third Party Audit

From time to time, in the ordinary course of business, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.

On April 15, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $2,921,868. This amount represents a statistical extrapolation of $11,530 of charges from a sample of 40 claims for the periods February 2017 to November 2020. On June 3, 2021, the Company received a request for payment from CMS in the amount of $2,918,472. The Company began its own internal audit process and initiated the appropriate appeals. The Company received a notification dated September 30, 2021, from CMS that they “found the request to be favorable by reversing the extrapolation to actual”. The Company received a separate notification stating “the extrapolated overpayment was reduced to the actual overpayment amount for the sampled denied claims $5,327.73,” which had been paid as of December 31, 2021.

On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $2,716,056.33. This amount represents a statistical extrapolation of $6,791.33 of charges from a sample of 38 claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019 and therefore liable for only a portion of the sampled claims. There were a total of 38 claims reviewed, 25 of these claims were from the period prior to the management agreement with the Company and the remaining 13 claims were related to the period that Progressive Health was managed by the Company. In December 2021, the Company received a request for payment from CMS in the amount of $2,709,265. The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company has accrued $20,000 for this potential overpayment.

On May 17, 2022, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $492,086.22 related to Advantage Therapy. This amount represents a statistical extrapolation of charges from a sample, the actual amount found to be overpaid was $10,420.22. On May 27, 2022 the Company received a request for payment from CMS in the amount of $481,666.00. The Company has begun its own internal audit process and has initiated the appropriate appeals. Prior to this May 2022 notification, CMS had implemented a pre-payment audit for Advantage Therapy. As of December 31, 2022, this audit had resulted in a balance of approximately $91,000 of Medicare accounts receivable.

On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services contractor, for IMAC Regeneration Center of Kentucky. On December 22, 2022, the Company responded to the payment suspension with a Rebuttal of Notice. The suspension of payment will remain in effect until the Rebuttal of Notice is answered. Guidelines suggest a 30 to 45 day response time, although no response has been provided nor any explanation regarding the payment suspension as of the date of this filing.

At this stage of the appeals process, based on the information currently available to the Company, the Company is unable to predict the timing and ultimate outcomes of these matters and therefore is unable to estimate the range of possible loss. Any potential loss may be classified as errors and omissions for which insurance coverage was in place during a majority of the years being evaluated.

As of December 31, 2022, the Company has not recorded a provision for any of these claims, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

The Company has evaluated subsequent events through March 31, 2023, which is the date these consolidated financial statements were available to be issued. Other than the items disclosed below, all subsequent events, requiring recognition as of December 31, 2022, have been incorporated into these consolidated financial statements.

Closure of Underperforming Locations

During January of 2023, the Company decided to close the operations at four underperforming clinic locations: Webster Groves, Lexington, Fort Pierce and Tampa.

Sale of Louisiana Orthopedic

On January 27, 2023, we executed an agreement to sell all assets of IMAC of Louisiana, PC and Louisiana Sports Rehab, LLC for a total of $1.05 million in cash. In addition, the deal included the assignment of the associated real estate lease to the purchaser. See table below for the preliminary determined impact of this transaction.

Sale of The BackSpace

On March 1, 2023, we executed an agreement to sale The BackSpace, LLC to Curis Express, LLC. This sale eliminated IMAC Holdings, Inc. retail chiropractic division. In addition, the deal included all associated real estate leases and the rights to certain future potential expansion locations. See table below for the preliminary determined impact of this transaction.

The following table presents the preliminary unaudited pro forma summary consolidated information of the Company as if the business transactions had occurred on December 31, 2022.

	12/31/2022 Results Presented in the 10-K			Impact From the Sale of Operations Associated with Louisiana Orthopedic on 01/27/2023 (Unaudited)			Impact from the Sale of The BackSpace Operations on 02/17/2023 Unaudited)			Resulting Impact of Subsequent Events on 12/31/2022 Results (Unaudited)

Assets:
Current Assets	$	4,207,927		$	(673,650	)	$	(55,478	)	$	3,478,799
Property and equipment, net		1,584,714			(111,688	)		(631,281	)		841,745
Other Assets		5,288,965			(634,887	)		(932,504	)		3,721,574
Total Assets		11,081,606			(1,420,225	)		(1,619,263	)		8,042,118

Liabilities and Stockholders equity:
Current Liabilities		3,713,832			(133,569	)		(192,792	)		3,387,471
Long-Term Liabilities		2,716,518			(447,318	)		(679,621	)		1,589,579
Total Liabilities		6,430,350			(580,887	)		(872,413	)		4,977,050

Accumulated deficit	$	(46,519,740	)	$	(839,338	)	$	(746,850	)	$	(48,105,928	)

Brain Scientific, Inc.

On March 20, 2023, we announced an executed letter of intent for a strategic merger-of-equals with Brain Scientific, Inc. (OTCQB:BRSFD), a Florida-based applied science technology company. Together, the companies will provide patients with true end-to-end neurological solutions using Brain Scientific’s diagnostic and motion technologies and IMAC’s regenerative rehabilitation medical services. Hassan Kotob, Chief Executive Officer of Brain Scientific, is expected to serve as Chairman and CEO of the combined company. The details related to this merger-of-equals are still being negotiated and have not been finalized.

Minimum Bid Price Requirement

The Company did not regain compliance with the Minimum Bid Price Requirement by March 20, 2023; however, on March 23, 2023, the Company received a letter from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with the Minimum Bid Price Requirement (the “Extension Notice”). If at any time prior to September 18, 2023, the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it is in compliance with the Minimum Bid Price Requirement and the matter will be closed.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

In February 2021, the Company completed the asset purchase of and signed a Management Services Agreement with Willmitch Chiropractic, P.A. in Tampa, Florida.

In March 2021, the Company completed the asset purchase of NHC Chiropractic, PLLC dba Synergy Healthcare in Orlando, Florida.

In June 2021, the Company completed the asset purchase of Fort Pierce Chiropractic in Fort Pierce, Florida and Active Medical Center in Naperville, Illinois.

These acquisitions are included in the consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Revenue Recognition

Revenue Recognition

Patient Deposits

Patient Deposits

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Variable Interest Entities

Variable Interest Entities

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2022 and 2021.

Accounts Receivable

Accounts Receivable

Allowance for Doubtful Accounts, Contractual and Other Discounts

Allowance for Doubtful Accounts, Contractual and Other Discounts

Property and Equipment

Property and Equipment

Intangible Assets

Intangible Assets

Goodwill

Goodwill

Long-Lived Assets

Long-Lived Assets

Some of the events or changes in circumstances that would trigger an impairment test include, but are not limited to:

	●	the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale”;
	●	significant changes in the Company’s stock price per share;
	●	significant negative industry or economic trends.

Advertising and Marketing

Advertising and Marketing

Net Loss Per Share

Net Loss Per Share

Income Taxes

Income Taxes

Concentration of Credit Risks (Tables)

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk

As of December 31, 2022 and 2021, the Company had revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below:

Schedule of Concentration Risk

	2022						2021
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payments		32	%		18	%		37	%		16	%

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following at December 31:

Schedule of Accounts Receivable

	2022			2021

Accounts receivable, net of contractual adjustments	$	3,044,718		$	1,290,312
Less: allowance for doubtful accounts		(163,479	)		(80,979	)
Accounts receivable, net	$	2,881,239		$	1,209,333

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at December 31:

Schedule of Property and Equipment

	Estimated
	Useful Life in Years	2022			2021

Leasehold improvements	Shorter of asset or lease term	$	2,233,603		$	2,127,762
Equipment	1.5 – 10		2,820,166			2,810,028
Total property and equipment			5,053,769			4,937,790

Less: accumulated depreciation			(3,476,977	)		(2,990,902	)
			1,576,792			1,946,888

Construction in progress			7,922			376,275
Total property and equipment, net		$	1,584,714		$	2,323,163

Intangibles Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Intangible assets that were acquired in connection with the acquisition transactions (Note 6) during 2022 and 2021:

		December 31, 2022
	Estimated			Accumulated Amortization and
	Useful Life	Cost		Impairment			Net

Intangible assets:
Management service agreements	10 years	$	7,940,398	$	(6,939,916	)	$	1,000,482
Non-compete agreements	3 years		391,000		(359,125	)		31,875
Intellectual property agreements	2 years		77,000		(48,125	)		28,875
Brand development	15 years		69,071		(8,596	)		60,475
Definite lived assets			8,477,469		(7,355,762	)		1,121,707
Research and development			243,750		-			243,750
Goodwill			4,499,796		(4,499,796	)		-
Total intangible assets and goodwill		$	13,221,015	$	(11,855,558	)	$	1,365,457

		December 31, 2021
	Estimated			Accumulated
	Useful Life	Cost		Amortization			Net

Intangible assets:
Management service agreements	10 years	$	7,940,398	$	(2,500,418	)	$	5,439,980
Non-compete agreements	3 years		306,000		(302,458	)		3,542
Customer lists	3 years		134,882		(89,921	)		44,961
Brand development	15 years		69,071		(3,835	)		65,236
Definite lived assets			8,450,351		(2,896,632	)		5,553,719
Research and development			243,750		-			243,750
Goodwill			4,661,796		-			4,661,796
Total intangible assets and goodwill		$	13,355,897	$	(2,896,632	)	$	10,459,265

Schedule of Future Amortization of Intangible Assets

Years Ending December 31,

2023	$	241,227
2024		180,477
2025		180,477
2026		180,477
2027		180,477
Thereafter		158,572
Total	$	1,121,707

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Right of Use Assets

Right of use assets are included in the consolidated Balance Sheet as follows:

	December 31, 2022		December 31, 2021

Non-current assets
Right of use assets, net of amortization	$	3,623,078	$	4,948,393

Schedule of Operating Lease Cost

Individual components of the total lease cost incurred by the Company is as follows:

Schedule of Operating Lease Cost

Year Ended

December 31,
2022

Year Ended

December 31,
2021

Operating lease expense

1,622,466

1,333,916

Schedule of Future Minimum Lease Payments

The amount of future minimum lease payments under operating are as follows:

	Operating Leases

Undiscounted future minimum lease payments:
2023	$	1,545,103
2024		1,152,928
2025		887,061
2026		628,509
2027		137,383
Thereafter		81,691
Total		4,432,675
Amount representing imputed interest		(410,555	)
Total operating lease liability		4,022,120
Current portion of operating lease liability		(1,368,016	)
Operating lease liability, non-current	$	2,654,104

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Notes Payable

Set forth below is a summary of the Company’s outstanding debt as of December 31, 2022 and December 31, 2021:

Schedule of Notes Payable

	December 31,			December 31,
	2022			2021


Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%, with a balloon payment of $60,000 which was paid on June 15, 2018. The note matures on May 15, 2023, and is secured by the personal guarantees of certain Company executives.	$	13,093		$	43,413

Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The note requires 120 monthly installments of $1,394 including principal and interest at 5%. The note matures on July 1, 2026, and is secured by a letter of credit.		54,763			68,378

$112,800 payable to a landlord of Advantage Therapy, LLC pursuant to a lease dated March 1, 2019. The debt is payable in 60 monthly installments of $2,129, including principal and interest at 5%. The debt matures on June 1, 2024.		36,840			59,913

Note payable to a financial institution in the amount of $140,000, dated September 25, 2019. The note requires 36 consecutive monthly installments of $4,225 including principal and interest at 5.39%. The note matures on September 19, 2022 and is secured by a personal guarantee of the Vice President of Business Development of the Company.		-			37,179

Note payable in the amount of $2,690,000, dated October 29, 2020. The note is payable on or before April 29, 2022. The interest on the note accrues at a rate of 7% per annum and is payable on the maturity date or otherwise in accordance with the note.		-			150,301

Notes payable		104,696			359,184
Less: current portion:		(51,657	)		(254,487	)
	$	53,039		$	104,697

Schedule of Principal Maturities of Notes Payable

Principal maturities of notes payable are as follows:

Years Ending December 31,	Amount

2023	$	51,657
2024		27,631
2025		15,813
2026		9,595
Total	$	104,696

Shareholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Stock Option Activity

The information below summarizes the stock options:

Schedule of Stock Option Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2020		360,169		$	3.43		3.35
Granted		49,000			1.60		3.40
Exercised		-			-		-
Cancelled		(42,118	)		3.92		1.44
Outstanding at December 31, 2021		367,051		$	3.23		3.58
Granted		-			-		-
Exercised		-			-		-
Cancelled		(30,585	)		3.26		1.65
Outstanding at December 31, 2022		336,466		$	3.23		3.75

Schedule of Restricted Stock Units

	Number of Shares			Weighted Average Grant Date Fair Value

Outstanding at December 31, 2020		440,625		$	1.83
Granted		27,000			1.56
Vested		(206,875	)		1.56
Cancelled		-			-
Outstanding at December 31, 2021		260,750		$	2.02
Granted		912,000			0.51
Vested		(446,875	)		0.96
Cancelled		(5,000	)		0.44
Outstanding at December 31, 2022		720,875		$	0.78

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income tax Benefits

		December 31, 2022		December 31, 2021
Current income tax expense (refund) - federal	$	-	$	-
Current income tax expense (refund) - state		-		-
Total current income tax expense (refund)		-		-

Deferred income tax expense (benefit) - federal		-		-
Deferred income tax expense (benefit) - state		-		-
Total deferred income tax expense (benefit)		-		-

Total provision for income taxes	$	-	$	-

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2022 and 2021 are as follows:

		December 31, 2022			December 31, 2021
Deferred tax assets:
Reserves & allowances	$	20,738		$	20,880
Charitable contribution carry-forward		3,000			3,020
Net operating loss carry-forward - federal		7,778,105			6,049,391
Net operating loss carry-forward - state		2,294,317			1,887,147
Amortization		2,029,833			-
Non-qualified stock options		459,093			349,328
Total deferred tax assets	$	12,585,086		$	8,309,766

Deferred tax liabilities:
Depreciation	$	(2,914	)	$	(200,738	)
Amortization		-			(119,004	)
Total deferred tax liabilities	$	(2,914	)	$	(319,742	)

Less valuation allowance		(12,582,172	)		(7,990,024	)
Total net deferred tax assets	$	-		$	-

Schedule of Company’s Effective Income Tax Rate Reconciliation

The reconciliation of the income tax (benefit) to the U.S. federal statutory income tax rate is as follows:

	December 31, 2022			December 31, 2021
Federal statutory income tax		21.00	%		21.00	%
Permanent differences		(0.01	)%		(0.01	)%
Change in Tax Credits		0.00	%		0.00	%
Change in Tax Rate		0.00	%		0.00	%
Change in valuation allowance		(25.20	)%		(25.77	)%
State income taxes, net of federal benefit		4.61	%		4.78	%
Prior year adjustments		(0.40	)%		0.00	%
Total		0.00	%		0.00	%

Subsequent Events (Tables)

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Schedule of Preliminary Unaudited Pro Forma

	12/31/2022 Results Presented in the 10-K			Impact From the Sale of Operations Associated with Louisiana Orthopedic on 01/27/2023 (Unaudited)			Impact from the Sale of The BackSpace Operations on 02/17/2023 Unaudited)			Resulting Impact of Subsequent Events on 12/31/2022 Results (Unaudited)

Assets:
Current Assets	$	4,207,927		$	(673,650	)	$	(55,478	)	$	3,478,799
Property and equipment, net		1,584,714			(111,688	)		(631,281	)		841,745
Other Assets		5,288,965			(634,887	)		(932,504	)		3,721,574
Total Assets		11,081,606			(1,420,225	)		(1,619,263	)		8,042,118

Liabilities and Stockholders equity:
Current Liabilities		3,713,832			(133,569	)		(192,792	)		3,387,471
Long-Term Liabilities		2,716,518			(447,318	)		(679,621	)		1,589,579
Total Liabilities		6,430,350			(580,887	)		(872,413	)		4,977,050

Accumulated deficit	$	(46,519,740	)	$	(839,338	)	$	(746,850	)	$	(48,105,928	)

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Assets		$ 11,081,606	$ 11,081,606	$ 27,229,193
Liabilities		6,430,350	6,430,350	9,276,132
Cash equivalents		0	0	0
Intangible assets carrying amount		1,365,457	1,365,457	10,459,265	$ 34,000
Goodwill impairment loss			4,500,000
Marketing and advertising expense			1,100,422	1,324,715
IMAC Illinois MSA [Member]
Impairment loss			2,128,000
Impairment loss of long lived assets			2,128,000
IMAC Kentucky MSA [Member]
Impairment loss			1,672,000
Impairment loss of long lived assets			1,672,000
IMAC Florida MSA [Member]
Impairment loss		1,000
IMAC Florida MSA [Member] \| Forecast [Member]
Impairment loss of long lived assets	$ 1,000
Florida Tennessee Missouri And Louisiana Acquisitions [Member]
Goodwill impairment loss			4,500,000
Variable Interest Entities [Member]
Assets		1,800,000	1,800,000	2,200,000
Liabilities		$ 500,000	$ 500,000	$ 600,000

Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ 500,000	$ 4,100,000
Net loss	18,312,806	10,542,247
Net cash provided by used in operating activities	$ 10,294,468	$ 7,590,962

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Schedule of Concentration Risk (Details) - Medicare Payments [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	32.00%	37.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	18.00%	16.00%

Concentration of Credit Risks (Details Narrative)	Dec. 31, 2022 USD ($)
Risks and Uncertainties [Abstract]
Cash FDIC isured amount	$ 250,000

Schedule of Accounts Receivable (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable, net of contractual adjustments	$ 3,044,718	$ 1,290,312
Less: allowance for doubtful accounts	(163,479)	(80,979)
Accounts receivable, net	$ 2,881,239	$ 1,209,333

Business Acquisitions (Details Narrative) - USD ($)	12 Months Ended
Business Acquisitions (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 28, 2021
Business Acquisition [Line Items]
Goodwill		$ 4,661,796
Impairment loss	4,500,000
Intangible assets, net	1,121,707
Customer Lists [Member]
Business Acquisition [Line Items]
Intangible assets, net		$ 44,961
NHC Chiropractic, PLLC [Member] \| Orlando [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest					$ 142,500
Business combination property and equipment					149,720
Business combination property and equipment, accounts payable					$ 7,220
Fort Pierce Chiropractic [Member] \| Fort Pierce [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest				$ 50,000
Business combination property and equipment				45,000
Fort Pierce Chiropractic [Member] \| Fort Pierce [Member] \| Customer Lists [Member]
Business Acquisition [Line Items]
Intangible assets, net				5,000
Active Medical Center [Member] \| Naperville [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest				205,000
Business combination property and equipment				200,000
Remaining deposits				$ 5,000
Louisiana Orthopaedic [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest			$ 1,200,000
Goodwill			2,045,500
Louisiana Orthopaedic [Member] \| Noncompete Agreements [Member]
Business Acquisition [Line Items]
Business acquisition identifiable tangible assets			192,500
Louisiana Orthopaedic [Member] \| Intellectual Property [Member]
Business Acquisition [Line Items]
Business acquisition identifiable tangible assets			77,000
Sports Rehab Institute, Inc. [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest			$ 1,200,000
Management Services Agreement [Member] \| Willmitch Chiropractic P.A. [Member] \| Tampa [Member]
Business Acquisition [Line Items]
Acquisition on outstanding equity interest						$ 421,000
Business combination property and equipment						7,400
Goodwill						$ 413,600
Impairment loss	$ 413,600

Schedule of Property and Equipment (Details) - USD ($)	12 Months Ended
Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 5,053,769	$ 4,937,790
Less: accumulated depreciation	(3,476,977)	(2,990,902)
Property and equipment, excluding construction	1,576,792	1,946,888
Construction in progress	7,922	376,275
Total property and equipment, net	1,584,714	2,323,163
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,233,603	2,127,762
Estimated useful life	Shorter of asset or lease term
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,820,166	$ 2,810,028
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year 6 months
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 867,364	$ 761,034

Schedule of Intangible Assets and Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, accumulated amortization	$ 4,499,796
Intangible assets, net	1,121,707
Intangible assets, accumulated amortization and impairment	(4,499,796)
Goodwill, cost	4,499,796	$ 4,661,796
Goodwill, net		4,661,796
Total intangible assets and goodwill, cost	13,221,015	13,355,897
Total intangible assets and goodwill, accumulated amortization	(11,855,558)	(2,896,632)
Total intangible assets and goodwill, net	$ 1,365,457	$ 10,459,265	$ 34,000
Brand Development [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life	15 years	15 years
Intangible assets, cost	$ 69,071	$ 69,071
Intangible assets, accumulated amortization	(8,596)	(3,835)
Intangible assets, net	60,475	65,236
Intangible assets, accumulated amortization and impairment	8,596	3,835
Definite Lived Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, cost	8,477,469	8,450,351
Intangible assets, accumulated amortization	(7,355,762)	(2,896,632)
Intangible assets, net	1,121,707	5,553,719
Intangible assets, accumulated amortization and impairment	7,355,762	2,896,632
Research and Development Expense [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, cost	243,750	243,750
Intangible assets, accumulated amortization
Intangible assets, net	243,750	$ 243,750
Intangible assets, accumulated amortization and impairment
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life		3 years
Intangible assets, cost		$ 134,882
Intangible assets, accumulated amortization		(89,921)
Intangible assets, net		44,961
Intangible assets, accumulated amortization and impairment		$ 89,921
Management Service Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life	10 years	10 years
Intangible assets, cost	$ 7,940,398	$ 7,940,398
Intangible assets, accumulated amortization	(6,939,916)	(2,500,418)
Intangible assets, net	1,000,482	5,439,980
Intangible assets, accumulated amortization and impairment	$ 6,939,916	$ 2,500,418
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life	3 years	3 years
Intangible assets, cost	$ 391,000	$ 306,000
Intangible assets, accumulated amortization	(359,125)	(302,458)
Intangible assets, net	31,875	3,542
Intangible assets, accumulated amortization and impairment	$ 359,125	$ 302,458
Intellectual Property Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life	2 years
Intangible assets, cost	$ 77,000
Intangible assets, accumulated amortization	(48,125)
Intangible assets, net	28,875
Intangible assets, accumulated amortization and impairment	$ 48,125

Schedule of Future Amortization of Intangible Assets (Details)	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 241,227
2024	180,477
2025	180,477
2026	180,477
2027	180,477
Thereafter	158,572
Total	$ 1,121,707

Intangibles Assets and Goodwill (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Intangible assets carrying amount	$ 1,365,457	$ 10,459,265	$ 34,000
Goodwill impairment loss	4,500,000
Amortization of intangible assets	759,250	$ 888,153
IMAC Illinois MSA [Member]
Impairment loss	2,128,000
IMAC Kentucky MSA [Member]
Impairment loss	$ 1,672,000

Schedule of Operating Lease Right of Use Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use assets, net of amortization	$ 3,623,078	$ 4,948,393

Schedule of Operating Lease Cost (Details) - USD ($)	12 Months Ended
Schedule of Operating Lease Cost (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 1,622,466	$ 1,333,916

Schedule of Future Minimum Lease Payments (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 1,545,103
2024	1,152,928
2025	887,061
2026	628,509
2027	137,383
Thereafter	81,691
Total	4,432,675
Amount representing imputed interest	(410,555)
Total operating lease liability	4,022,120
Current portion of operating lease liability	(1,368,016)	$ (1,478,140)
Operating lease liability, non-current	$ 2,654,104	$ 4,018,926

Schedule of Notes Payable (Details) (Parenthetical)	Oct. 29, 2020 USD ($)	Sep. 25, 2019 USD ($) Installment	Mar. 01, 2019 USD ($) Installment	Nov. 15, 2017 USD ($) Installment	Aug. 01, 2016 USD ($) Installment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 15, 2018 USD ($)
Short-Term Debt [Line Items]
Notes payable						$ 104,696	$ 359,184
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable						13,093	43,413
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable						54,763	68,378
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable						36,840	59,913
Notes Payable Three [Member] \| Advantage Therapy LLC [Member]
Short-Term Debt [Line Items]
Notes payable			$ 112,800
Number of installments \| Installment			60
Debt instrument, periodic payment			$ 2,129
Debt instrument interest rate			5.00%
Debt instrument maturity date			Jun. 01, 2024
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable							$ 37,179
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable	$ 2,690,000
Debt instrument interest rate	7.00%
Debt instrument maturity date	Apr. 29, 2022
Financial Institution [Member] \| Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable				$ 200,000
Number of installments \| Installment				66
Debt instrument, periodic payment				$ 2,652
Debt instrument interest rate				5.00%
Balloon payment								$ 60,000
Debt instrument maturity date				May 15, 2023
Financial Institution [Member] \| Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable					$ 131,400
Number of installments \| Installment					120
Debt instrument, periodic payment					$ 1,394
Debt instrument interest rate					5.00%
Debt instrument maturity date					Jul. 01, 2026
Financial Institution [Member] \| Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable		$ 140,000
Number of installments \| Installment		36
Debt instrument, periodic payment		$ 4,225
Debt instrument interest rate		5.39%
Debt instrument maturity date		Sep. 19, 2022

Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Notes payable	$ 104,696	$ 359,184
Less: current portion	(51,657)	(254,487)
Notes payable, net of current portion	53,039	104,697
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable	13,093	43,413
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable	54,763	68,378
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable	36,840	59,913
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable		37,179
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable		$ 150,301

Schedule of Principal Maturities of Notes Payable (Details)	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 51,657
2024	27,631
2025	15,813
2026	9,595
Total	$ 104,696

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Shares Outstanding, beginning balance	367,051	360,169
Weighted Average Exercise Price Outstanding, beginning balance	$ 3.23	$ 3.43
Weighted Average Remaining Contractual Life ending balance	3 years 9 months	3 years 6 months 29 days	3 years 4 months 6 days
Number of Shares, Granted		49,000
Weighted Average Exercise Price, Granted		$ 1.60
Weighted Average Remaining Contractual Life, Granted		3 years 4 months 24 days
Number of Shares, Exercised
Weighted Average Exercise Price, Exercised
Number of Shares, Cancelled	(30,585)	(42,118)
Weighted Average Exercise Price, Cancelled	$ 3.26	$ 3.92
Weighted Average Remaining Contractual Life, Cancelled	1 year 7 months 24 days	1 year 5 months 8 days
Number of Shares Outstanding, ending balance	336,466	367,051	360,169
Weighted Average Exercise Price Outstanding, ending balance	$ 3.23	$ 3.23	$ 3.43

Schedule of Restricted Stock Units (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Shares Outstanding, Beginning balance	260,750	440,625
Weighted Average Grant Date Fair Value, Beginning balance	$ 2.02	$ 1.83
Number of Shares, Granted	912,000	27,000
Weighted Average Grant Date Fair Value, Granted	$ 0.51	$ 1.56
Number of Shares, Vested	(446,875)	(206,875)
Weighted Average Grant Date Fair Value, Vested	$ 0.96	$ 1.56
Number of Shares, Cancelled	(5,000)
Weighted Average Grant Date Fair Value, Cancelled	$ 0.44
Number of Shares Outstanding, Ending balance	720,875	260,750
Weighted Average Grant Date Fair Value, Ending balance	$ 0.78	$ 2.02

Shareholders’ Equity (Details Narrative) - USD ($)												1 Months Ended	12 Months Ended
Shareholders’ Equity (Details Narrative) - USD ($)	Sep. 22, 2022	Aug. 16, 2022	Feb. 21, 2022	Oct. 27, 2021	Oct. 01, 2021	Apr. 07, 2021	Jan. 30, 2021	Oct. 20, 2020	Oct. 05, 2020	Aug. 13, 2019	May 21, 2019	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 06, 2022	May 31, 2018
Subsidiary, Sale of Stock [Line Items]
Proceeds from common stock													$ 4,472,219	$ 19,005,323
Stock issued during period, value													$ 4,915,931	$ 20,528,299
Common stock shares authorized													60,000,000	60,000,000	30,000,000
Number of shares, granted														49,000
Number of shares granted													912,000	27,000
Number of shares vested													446,875	206,875
Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Outstanding restricted stock of its common stock											$ 277,500
Number of shares granted										30,000
Number of shares vested								300,000
Non Qualified Stock Options [Member] \| Various Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares, granted													274,560
Vesting period													4 years
vesting percentage													25.00%
Remaining vesting percentage													75.00%
2018 Incentive Compensation Plan Member [Member]
Subsidiary, Sale of Stock [Line Items]
Reserving for issuance																1,000,000
Underwriters [Member] \| IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares						1,193,750
Issuance initial public offering						$ 1,910,000
Shares issued, price per share						$ 1.60
Stock issued during period, value						$ 115,000
Underwriters [Member] \| Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of over-allotment option exercised						15.00%
Non Executive Staff And Contractors [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Vesting period							1 year
Number of shares granted							17,000
Consultant [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares granted				10,000
Executive [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares granted			100,000
Board Members [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares granted	300,000
Certain Employees And Executive [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Vesting period	1 year
Number of shares granted	512,000
Ascendiant Capital Markets [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from common stock												$ 17,000,000.0
Stock issued during period, shares												10,625,000
Issuance initial public offering												$ 1,200,000
Payment for indebtedness												$ 1,800,000
At The Market Issuance Sales Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, value, issued for services									$ 5,000,000
Sale of stock , shares									2,517,536				975,778	3,797
Proceeds from common stock									$ 3,800,000
Sale of stock, value													$ 900,000	$ 8,000.000
Stock Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares					810,811
Stock Purchase Agreement [Member] \| Louisiana Acquistion [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination, consideration transferred					$ 1,200,000
Securities Purchase Agreement [Member] \| Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrant		$ 3,900,000
Securities Purchase Agreement [Member] \| Series One Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common shares		5,164,474
Warrants exercise price		$ 0.95
Securities Purchase Agreement [Member] \| Series Two Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common shares		5,164,474
Warrants exercise price		$ 0.95
Securities Purchase Agreement [Member] \| Accredited Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares		5,164,474
Share price		$ 0.76

Retirement Plan (Details Narrative) - 401(k) Plan [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Contributions description	Additionally, the Company is required to make matching contributions of 100% up to 3% and 50% of the next 2% of total compensation for those employees making salary deferral
Maximum annual contributions per employee, amount	$ 134,534	$ 139,870

Schedule of Components of Income tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Current income tax expense (refund) - federal
Current income tax expense (refund) - state
Total current income tax expense (refund)
Deferred income tax expense (benefit) - federal
Deferred income tax expense (benefit) - state
Total deferred income tax expense (benefit)
Total provision for income taxes

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Reserves & allowances	$ 20,738	$ 20,880
Charitable contribution carry-forward	3,000	3,020
Net operating loss carry-forward - federal	7,778,105	6,049,391
Net operating loss carry-forward - state	2,294,317	1,887,147
Amortization	2,029,833
Non-qualified stock options	459,093	349,328
Total deferred tax assets	12,585,086	8,309,766
Deferred tax liabilities:
Depreciation	(2,914)	(200,738)
Amortization		(119,004)
Total deferred tax liabilities	(2,914)	(319,742)
Less valuation allowance	(12,582,172)	(7,990,024)
Total net deferred tax assets

Schedule of Company’s Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal statutory income tax	21.00%	21.00%
Permanent differences	(0.01%)	(0.01%)
Change in Tax Credits	0.00%	0.00%
Change in Tax Rate	0.00%	0.00%
Change in valuation allowance	(25.20%)	(25.77%)
State income taxes, net of federal benefit	4.61%	4.78%
Prior year adjustments	(0.40%)	0.00%
Total	0.00%	0.00%

Income Taxes (Details Narrative) $ in Millions	Dec. 31, 2022 USD ($)
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 37.0
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 39.3

Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($)	May 17, 2022	Oct. 21, 2021	Apr. 15, 2021	Dec. 31, 2022	May 27, 2022	Dec. 31, 2021	Jun. 03, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Overpaid amount	$ 10,420.22	$ 2,716,056.33	$ 2,921,868
Statistical extrapolation amount		$ 6,791.33	$ 11,530
Accounts payable					$ 481,666.00	$ 2,709,265	$ 2,918,472
Actual overpayment amount						5,327.73
Accounts payable						$ 20,000
Accounts receivable				$ 91,000
Advantage Therapy [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Overpaid amount	$ 492,086.22

Schedule of Preliminary Unaudited Pro Forma (Details) - USD ($)	Jan. 27, 2023	Jan. 17, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets:
Current Assets			$ 4,207,927	$ 9,067,506
Property and equipment, net			1,584,714	2,323,163
Other Assets			5,288,965	15,838,524
Total assets			11,081,606	27,229,193
Liabilities and Stockholders equity:
Total current liabilities			3,713,832	4,933,861
Long-Term Liabilities			2,716,518
Total liabilities			6,430,350	9,276,132
Accumulated deficit			(46,519,740)	$ (28,206,934)
Impact From the Sale of Operations Associated with Louisiana Orthopedic [Member] \| Subsequent Event [Member] \| Revision of Prior Period, Accounting Standards Update, Adjustment [Member]
Assets:
Current Assets	$ (673,650)
Property and equipment, net	(111,688)
Other Assets	(634,887)
Total assets	(1,420,225)
Liabilities and Stockholders equity:
Total current liabilities	(133,569)
Long-Term Liabilities	(447,318)
Total liabilities	(580,887)
Accumulated deficit	$ (839,338)
Impact From The Sale of The Back Space Operations [Member] \| Subsequent Event [Member] \| Revision of Prior Period, Adjustment [Member]
Assets:
Current Assets		$ (55,478)
Property and equipment, net		(631,281)
Other Assets		(932,504)
Total assets		(1,619,263)
Liabilities and Stockholders equity:
Total current liabilities		(192,792)
Long-Term Liabilities		(679,621)
Total liabilities		(872,413)
Accumulated deficit		$ (746,850)
Resulting Impact of Subsequent Events [Member]
Assets:
Current Assets			3,478,799
Property and equipment, net			841,745
Other Assets			3,721,574
Total assets			8,042,118
Liabilities and Stockholders equity:
Total current liabilities			3,387,471
Long-Term Liabilities			1,589,579
Total liabilities			4,977,050
Accumulated deficit			$ (48,105,928)

Subsequent Events (Details Narrative) $ in Thousands	Jan. 27, 2023 USD ($)
Subsequent Event [Member] \| IMAC Louisiana [Member]
Subsequent Event [Line Items]
Sale of other assets	$ 1,050