0001493152-23-042290 | 10-Q | XBRL Viewer

Merger Agreement	9 Months Ended
Sep. 30, 2023
Merger Agreement
Merger Agreement	Note 14 – Merger Agreement On May 23, 2023, IMAC Holdings, Inc., a Delaware corporation (Nasdaq: BACK) (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Theralink Technologies, Inc. (OTC: THER), a Nevada corporation (“Theralink”), and IMAC Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of the Company. On May 22, 2023, the board of directors of the Company, and the board of directors of Theralink unanimously approved the Merger Agreement. At the effective time of the Merger (the “Effective Time”), each share of Theralink’s common stock (“Theralink Common Stock”) and each share of Theralink’s preferred stock (together with the Theralink Common Stock, “Theralink Shares”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of the Company’s common stock (the “Company Shares”) such that the total number of Company Shares issued to the holders of Theralink Shares shall equal 85% of the total number of Company Shares outstanding as of the Effective Time (the “Merger Consideration”). At the Effective Time, each award of Theralink stock options (each, a “Theralink Stock Option”), whether or not then vested or exercisable, that is outstanding immediately prior to the Effective Time, will be assumed by the Company and converted into a stock option relating to a number of Company Shares equal to the product of: (i) the number of shares of Theralink Common Stock subject to such Theralink Stock Option; and (ii) the ratio which results from dividing one share of Theralink Common Stock by the portion of a Company Share issuable for such share as finally determined at the Effective Time (the “Exchange Ratio”), at an exercise price per Company Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Theralink Common Stock of such Theralink Stock Option by (B) the Exchange Ratio. The Company and Theralink have each agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, if such party receives an unsolicited, bona fide acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and the Company’s or Theralink’s board of directors, or any committee thereof, as applicable, concludes, after consultation with its financial advisors and outside legal counsel, that such unsolicited, bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer, such party may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations with such third party in response to such unsolicited, bona fide acquisition proposal; provided that each party provides notice and furnishes any non-public information provided to the maker of the acquisition proposal to each party substantially concurrently with providing such non-public information to the maker of the acquisition proposal. The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding Theralink Shares; (ii) approval of the issuance of Company Shares in connection with the Merger by a majority of the outstanding shares of the Company’s common stock; (iii) absence of any court order or regulatory injunction prohibiting completion of the Merger; (iv) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (b) any agreement with any governmental entity not to consummate the transactions contemplated by the Merger Agreement; (v) effectiveness of the Company’s registration statement on Form S-4 to register the Company Shares to be issued in the Merger; (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party; (vii) the authorization for listing of Company Shares to be issued in the Merger on Nasdaq; (viii) compliance by the other party in all material respects with its covenants; and (ix) the completion of satisfactory due diligence by both parties. The Company and Theralink have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and Theralink’s business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of any waiting periods under the HSR Act.

Merger Agreement

9 Months Ended

Sep. 30, 2023

Note 14 – Merger Agreement

On May 23, 2023, IMAC Holdings, Inc., a Delaware corporation (Nasdaq: BACK) (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Theralink Technologies, Inc. (OTC: THER), a Nevada corporation (“Theralink”), and IMAC Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of the Company. On May 22, 2023, the board of directors of the Company, and the board of directors of Theralink unanimously approved the Merger Agreement.

At the effective time of the Merger (the “Effective Time”), each share of Theralink’s common stock (“Theralink Common Stock”) and each share of Theralink’s preferred stock (together with the Theralink Common Stock, “Theralink Shares”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of the Company’s common stock (the “Company Shares”) such that the total number of Company Shares issued to the holders of Theralink Shares shall equal 85% of the total number of Company Shares outstanding as of the Effective Time (the “Merger Consideration”).

At the Effective Time, each award of Theralink stock options (each, a “Theralink Stock Option”), whether or not then vested or exercisable, that is outstanding immediately prior to the Effective Time, will be assumed by the Company and converted into a stock option relating to a number of Company Shares equal to the product of: (i) the number of shares of Theralink Common Stock subject to such Theralink Stock Option; and (ii) the ratio which results from dividing one share of Theralink Common Stock by the portion of a Company Share issuable for such share as finally determined at the Effective Time (the “Exchange Ratio”), at an exercise price per Company Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Theralink Common Stock of such Theralink Stock Option by (B) the Exchange Ratio.

The Company and Theralink have each agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, if such party receives an unsolicited, bona fide acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and the Company’s or Theralink’s board of directors, or any committee thereof, as applicable, concludes, after consultation with its financial advisors and outside legal counsel, that such unsolicited, bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer, such party may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations with such third party in response to such unsolicited, bona fide acquisition proposal; provided that each party provides notice and furnishes any non-public information provided to the maker of the acquisition proposal to each party substantially concurrently with providing such non-public information to the maker of the acquisition proposal.

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding Theralink Shares; (ii) approval of the issuance of Company Shares in connection with the Merger by a majority of the outstanding shares of the Company’s common stock; (iii) absence of any court order or regulatory injunction prohibiting completion of the Merger; (iv) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (b) any agreement with any governmental entity not to consummate the transactions contemplated by the Merger Agreement; (v) effectiveness of the Company’s registration statement on Form S-4 to register the Company Shares to be issued in the Merger; (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party; (vii) the authorization for listing of Company Shares to be issued in the Merger on Nasdaq; (viii) compliance by the other party in all material respects with its covenants; and (ix) the completion of satisfactory due diligence by both parties.

The Company and Theralink have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company’s and Theralink’s business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of any waiting periods under the HSR Act.

Commitments and Contingencies (Details Narrative) - Contractor [Member] - Covent Bridge Group [Member] - USD ($)	May 17, 2022	Oct. 21, 2021	Apr. 15, 2021	Jun. 30, 2023	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
Recoupment balance amount				$ 100,000
Advantage Therapy [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Overpaid amount	$ 492,086.22

Property and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 6 – Property and Equipment

The Company’s property and equipment consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Property and Equipment

	Estimated Useful Life in Years	September 30, 2023			December 31, 2022
			(Unaudited)
Leasehold improvements	Shorter of asset or lease term	$	1,032,578		$	2,233,603
Equipment	1.5 - 7		980,086			2,820,166
Total property and equipment			2,012,664			5,053,769

Less: accumulated depreciation			(1,736,124	)		(3,476,977	)
			276,540			1,576,792
Construction in progress			-			7,922
Total property and equipment, net		$	276,540		$	1,584,714

Depreciation was approximately $44,000 and $200,000 for the three months ended September 30, 2023 and 2022, respectively and approximately $277,000 and $674,000 for the nine months ended September 30, 2023 and 2022, respectively.

Schedule of Accounts Receivable (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Gross accounts receivable	$ 817,918	$ 3,044,718
Less: allowance for doubtful accounts	(81,649)	(163,479)
Accounts receivable, net	$ 736,269	$ 2,881,239

Accounts Receivable

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Accounts Receivable

Note 5 – Accounts Receivable

As of September 30, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following:

Schedule of Accounts Receivable

	September 30, 2023			December 31, 2022
		(Unaudited)
Gross accounts receivable	$	817,918		$	3,044,718
Less: allowance for doubtful accounts		(81,649	)		(163,479	)
Accounts receivable, net	$	736,269		$	2,881,239

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)		9 Months Ended
	Sep. 07, 2023	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Reverse stock split	30-for-1	30-for-1

Notes Payable

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Notes Payable

Note 9 – Notes Payable

Set forth below is a summary of the Company’s outstanding debt as of September 30, 2023 and December 31, 2022:

Schedule of Notes Payable

	September 30,			December 31,
	2023			2022
	(Unaudited)

Note payable	$	-		$	13,093
Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note matured and has been paid in full.	$	-		$	13,093

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.		44,097			54,763

$112,800 payable to a landlord of Advantage Therapy, LLC pursuant to a lease dated March 1, 2019. The debt has been paid in full.		-			36,840

Notes payable		44,097			104,696
Less: current portion:		(14,857	)		(51,657	)
	$	29,240		$	53,039

Principal maturities of the Company’s notes payable are as follows:

Years Ending December 31,	Amount
	(Unaudited)
2023 (three months)	$	3,645
2024		15,044
2025		15,813
2026		9,595
Total	$	44,097

- 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

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+ Details

Schedule of Allowance for Doubtful Accounts (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Beginning balance	$ 163,479
Bad debt expense	61,599
Write-offs	(143,429)
Ending balance	$ 81,649

Capital Requirements, Liquidity and Going Concern Considerations

9 Months Ended

Sep. 30, 2023

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 condensed 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 condensed consolidated financial statements, the Company has sustained substantial losses from operations since inception. The Company had negative working capital of approximately ($0.5) million at September 30, 2023 and $0.5 million at December 31, 2022. For the nine months ended September 30, 2023, the Company had a net loss of approximately $8.0 million and used cash in operations of approximately $3.0 million.

Management recognizes that the Company may need to obtain additional resources to successfully implement its business plans. No assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital if needed, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These condensed 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.

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)

Preferred Stock [Member]

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Beginning balance, value at Dec. 31, 2021

$ 874

$ 46,159,121

$ (28,206,934)

$ 17,953,061

Beginning balance, shares at Dec. 31, 2021

^[1]

873,939

Issuance of common stock

$ 6

148,554

148,560

Issuance of common stock, shares

^[1]

5,567

Issuance of employee stock options

32,587

Net loss

(3,162,125)

Ending balance, value at Mar. 31, 2022

$ 880

46,340,262

(31,369,059)

14,972,083

Ending balance, shares at Mar. 31, 2022

^[1]

879,506

Beginning balance, value at Dec. 31, 2021

$ 874

46,159,121

(28,206,934)

17,953,061

Beginning balance, shares at Dec. 31, 2021

^[1]

873,939

Net loss

(11,339,849)

Ending balance, value at Sep. 30, 2022

$ 1,084

51,100,601

(39,546,783)

11,554,902

Ending balance, shares at Sep. 30, 2022

^[1]

1,083,445

Beginning balance, value at Mar. 31, 2022

$ 880

46,340,262

(31,369,059)

14,972,083

Beginning balance, shares at Mar. 31, 2022

^[1]

879,506

Issuance of common stock

$ 30

935,632

935,662

Issuance of common stock, shares

^[1]

30,158

Issuance of employee stock options

31,114

Net loss

(1,844,099)

Ending balance, value at Jun. 30, 2022

$ 910

47,307,008

(33,213,158)

14,094,760

Ending balance, shares at Jun. 30, 2022

^[1]

909,664

Issuance of common stock

$ 174

3,762,224

3,762,398

Issuance of common stock, shares

^[1]

173,781

Issuance of employee stock options

31,369

Net loss

(6,333,625)

Ending balance, value at Sep. 30, 2022

$ 1,084

51,100,601

(39,546,783)

11,554,902

Ending balance, shares at Sep. 30, 2022

^[1]

1,083,445

Beginning balance, value at Dec. 31, 2022

$ 1,098

51,169,898

(46,519,740)

4,651,256

Beginning balance, shares at Dec. 31, 2022

1,097,843

Issuance of common stock

$ 3

16,647

16,650

Issuance of common stock, shares

2,725

Issuance of employee stock options

27,702

Net loss

(3,698,653)

Ending balance, value at Mar. 31, 2023

$ 1,101

51,214,247

(50,218,393)

996,955

Ending balance, shares at Mar. 31, 2023

1,100,568

Beginning balance, value at Dec. 31, 2022

$ 1,098

51,169,898

(46,519,740)

4,651,256

Beginning balance, shares at Dec. 31, 2022

1,097,843

Net loss

(7,960,429)

Ending balance, value at Sep. 30, 2023

$ 4,300,000

$ 1,110

551,261,620

(54,534,371)

1,028,359

Ending balance, shares at Sep. 30, 2023

4,300

1,109,335

Beginning balance, value at Mar. 31, 2023

$ 1,101

51,214,247

(50,218,393)

996,955

Beginning balance, shares at Mar. 31, 2023

1,100,568

Issuance of common stock

$ 9

47,373

47,382

Issuance of common stock, shares

8,767

Net loss

(1,403,307)

Ending balance, value at Jun. 30, 2023

$ 1,110

51,261,620

(51,621,700)

(358,970)

Ending balance, shares at Jun. 30, 2023

1,109,335

Net loss

(2,857,671)

Issuance of preferred stock

$ 4,300,000

4,300,000

Issuance of preferred stock, shares

4,300

Dividends declared – Series A-1

(55,000)

Ending balance, value at Sep. 30, 2023

$ 4,300,000

$ 1,110

$ 551,261,620

$ (54,534,371)

$ 1,028,359

Ending balance, shares at Sep. 30, 2023

4,300

1,109,335

[1]	Retrospectively restated for the effect of 30-for-1 reverse stock split. (Note 10)

- Definition

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

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying condensed 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 condensed 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 is 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.

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

On January 27, 2023, the Company executed an agreement to sell all assets of IMAC of Louisiana, PC and Louisiana Orthopaedic & 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.

On March 1, 2023, the Company executed an agreement to sell 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.

On April 1, 2023, the Company executed an agreement to sell all the assets of Ricardo Knight, PC.

During May of 2023, the Company closed operations at Springfield, MO, due to significant staff departures and inflationary pressure on replacement personnel. Most assets were sold in June.

Use of Estimates

Use of Estimates

The preparation of condensed 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 condensed 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

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

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 were paid and recognized as incurred. This entity was sold on March 1, 2023.

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

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

Fair Value of Financial Instruments

The carrying amount of accounts receivable, current portion of other assets, 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, accounts receivable and current portion of other assets.

Variable Interest Entities

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 condensed 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 substantially all of the expected losses from any of these entities should such expected losses occur. As of September 30, 2023, the Company’s consolidated VIE’s include 12 PCs.

Accounts Receivable

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 condensed 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 Contractual, Other Discounts and Doubtful Accounts

Allowance for Contractual, Other Discounts and Doubtful Accounts

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.

In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, “Financial Instruments – Credit Losses.” This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. As a result, the Company changed its accounting policy for allowance for doubtful accounts using an expected losses model rather than using incurred losses. The new model is based on the credit losses expected to arise over the life of the asset based on the Company’s expectations as of the balance sheet date through analyzing historical customer data as well as taking into consideration current economic trends.

As a smaller reporting Company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended, these changes became effective for the Company on January 1, 2023. The adoption of ASU 2016-13 did not have a material financial impact on the Company’s condensed consolidated financial statements.

The roll forward of the allowance for doubtful accounts for the nine-months ended September 30. 2023 was as follows:

	September 30, 2023
	(Unaudited)
Beginning balance	$	163,479
Bad debt expense		61,599
Write-offs		(143,429	)
Ending balance	$	81,649

Other Assets

Other Assets

The current portion of other assets, net consists primarily of a subordinated promissory note and a convertible promissory note that the Company’s merger partner, Theralink Technologies, Inc. (“THER”) entered into during July of 2023 and August of 2023, respectively (see Note 14). Each note is due to be repaid within one year and contains interest compounding at 6.0%. The convertible promissory note also contains a convertible feature at the option of the Company into THER common stock at a fixed price of $0.00313 per share. The value of THER stock as of September 30, 2023 was $0.0009. The total amount loaned between the two notes was $3.0 million. The Company determined the fair value of the notes and related accrued interest owed as of September 30, 2023 was $0.8 million (their principal balance less a credit loss allowance under ASU 2016-13 of approximately $2.3 million which was recorded as an impairment of assets) given the current financial position of THER and their perceived lack of ability to re-pay these notes as of September 30, 2023. In addition, within current other assets, net the Company has a variety of prepaids and other items which total approximately $0.2 million and $0.4 million as of September 30, 2023 and December 31, 2022, respectively. The remaining items included within other assets consist of intangible assets, security deposits and right of use assets.

Property and Equipment

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

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. As of September 30, 2023, the Company has sold the assets of the Louisiana market, Illinois market and the BackSpace retail stores. The Louisiana market had a total intangible carrying amount of approximately $61,000, the Illinois market had a total intangible carrying amount of approximately $265,000 and the BackSpace retail stores had a total intangible carrying amount of approximately $60,000 which was written off with the transaction. As of September 30, 2022, the Company closed a clinic in Florida with a total intangible carrying amount of approximately $30,000. The Company recorded a noncash impairment loss for this amount during the nine months ended September 30, 2022.

Long-Lived Assets

Long-Lived Assets

Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairments of long-lived assets for the years presented.

Advertising and Marketing

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 $9,000 and $245,000 for the three months ended September 30, 2023 and 2022, respectively and was approximately $120,000 and $858,000 for the nine months ended September 30, 2023 and 2022, respectively.

Net Loss Per Share

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

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.

Newly Adopted Accounting Pronouncement

Newly Adopted Accounting Pronouncement

Topic 326 was effective for the Company beginning on January 1, 2023. This update requires a financial asset (or a group of financial assets) measured at amortized cost basis, to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The Company has evaluated the impact of Topic 326 and has determined it does not have a material financial impact.

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	Aug. 01, 2016	Sep. 30, 2023	Dec. 31, 2022	Mar. 01, 2019	Nov. 15, 2017
Short-Term Debt [Line Items]
Notes payable		$ 44,097	$ 104,696
Debt instrument interest rate		6.00%
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable			13,093
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable		44,097	54,763
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable			$ 36,840
Financial Institution [Member] \| Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable					$ 200,000
Financial Institution [Member] \| Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable	$ 131,400
Debt Instrument, Frequency of Periodic Payment	120 monthly installments
Debt instrument, periodic payment	$ 1,394
Debt instrument interest rate	5.00%
Debt instrument maturity date	Jul. 01, 2026
Advantage Therapy LLC [Member] \| Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable				$ 112,800

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (7,960,429)	$ (11,339,849)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	386,847	1,366,912
Share based compensation, net	90,569	353,795
Loss on disposition or impairment of assets	3,642,799	3,932,116
Bad debt expense	61,599
Changes in operating assets and liabilities:
Accounts receivable	1,083,371	(1,946,217)
Other assets	(2,772)	173,724
Security deposits	149,937	55,330
Right of use/lease liability	(232,014)	(103,080)
Accounts payable and accrued expenses	(60,611)	(944,594)
Patient deposits	(116,452)	231,110
Net cash from operating activities	(2,957,156)	(8,220,753)
Cash flows from investing activities:
Proceeds from sale of Louisiana Orthopedic operations	1,050,000	(285,940)
Proceeds from sale of Ricardo Knight, PC operations	80,000
Payments made for loans to Theralink Technologies, Inc.	(3,000,000)
Proceeds from sale of property and equipment		70,000
Net cash from investing activities	(1,870,000)	(215,940)
Cash flows from financing activities:
Proceeds from issuance of common stock	64,032	4,402,732
Proceeds from issuance of preferred stock	4,300,000
Payments on notes payable	(60,599)	(237,418)
Payments on finance lease obligation	(14,842)	(14,210)
Net cash from financing activities	4,288,591	4,151,104
Net decrease in cash	(538,565)	(4,285,589)
Cash, beginning of period	763,211	7,118,980
Cash, end of period	224,646	2,833,391
Supplemental cash flow information:
Interest paid	96,656	11,840
Dividends declared on Series A-1 preferred shares	$ 55,000

Concentration of Credit Risks (Details Narrative)	Sep. 30, 2023 USD ($)
Risks and Uncertainties [Abstract]
Cash FDIC isured amount	$ 250,000

Schedule of Intangible Assets and Goodwill (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Definite lived assets, cost	$ 4,224,113	$ 8,477,469
Definite lived assets, accumulated amortization	(3,598,877)	(7,355,762)
Definite lived assets, net	625,236	1,121,707
Total intangible assets and goodwill, cost	4,467,863	13,221,015
Total intangible assets and goodwill, accumulated amortization	(3,598,877)	(11,855,558)
Total intangible assets and goodwill, net	868,986	1,365,457
Goodwill, cost		4,499,796
Goodwill, accumulated amortization		(4,499,796)
Goodwill, net
Research and Development Expense [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite lived assets	$ 243,750	$ 243,750
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life		3 years
Definite lived assets, cost		$ 77,000
Definite lived assets, accumulated amortization		(48,125)
Definite lived assets, net		$ 28,875
Brand Development [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life		15 years
Definite lived assets, cost		$ 69,071
Definite lived assets, accumulated amortization		(8,596)
Definite lived assets, net		$ 60,475
Management Service Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life	10 years	10 years
Definite lived assets, cost	$ 4,224,113	$ 7,940,398
Definite lived assets, accumulated amortization	(3,598,877)	(6,939,916)
Definite lived assets, net	$ 625,236	$ 1,000,482
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, estimated useful life		3 years
Definite lived assets, cost		$ 391,000
Definite lived assets, accumulated amortization		(359,125)
Definite lived assets, net		$ 31,875

Operating Leases

9 Months Ended

Sep. 30, 2023

Operating Leases

Operating Leases

Note 8 – Operating Leases

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective method applied to leases that were in place at January 1, 2019. Results for operating periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 840. The Company’s leases consist of operating leases that mostly relate to real estate rental agreements. Most of the value of the Company’s lease portfolio relates to real estate lease agreements that were entered into starting March 2017.

Discount Rate Applied to Operating Leases

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 as of September 30, 2023 and December 31, 2022, the Company used a weighted average interest rate.

Total operating lease cost

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

Schedule of Operating Lease Cost

Nine Months

Ended

September 30, 2023

Nine Months

Ended

September 30, 2022

(Unaudited)

Operating lease expense

914,777

1,238,162

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

Maturity of operating leases

The Company’s amount of future minimum lease payments under operating leases are as follows:

	Operating Leases
	(Unaudited)
Undiscounted future minimum lease payments:
2023 (three months)	$	101,361
2024		344,807
2025		348,344
2026		217,811
2027		73,823
Thereafter		81,691
Total		1,167,837
Amount representing imputed interest		(104,021	)
Total operating lease liability		1,063,816
Current portion of operating lease liability		(316,300	)
Operating lease liability, non-current	$	747,516

Schedule of Notes Payable (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Notes payable	$ 44,097	$ 104,696
Less: current portion	(14,857)	(51,657)
Notes payable, net of current portion	29,240	53,039
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable		13,093
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable	44,097	54,763
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable		$ 36,840

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The Company’s property and equipment consisted of the following at September 30, 2023 and December 31, 2022:

Schedule of Property and Equipment

	Estimated Useful Life in Years	September 30, 2023			December 31, 2022
			(Unaudited)
Leasehold improvements	Shorter of asset or lease term	$	1,032,578		$	2,233,603
Equipment	1.5 - 7		980,086			2,820,166
Total property and equipment			2,012,664			5,053,769

Less: accumulated depreciation			(1,736,124	)		(3,476,977	)
			276,540			1,576,792
Construction in progress			-			7,922
Total property and equipment, net		$	276,540		$	1,584,714

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical)		9 Months Ended
	Sep. 07, 2023	Sep. 30, 2023
Income Statement [Abstract]
Reverse stock split	30-for-1	30-for-1

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)							3 Months Ended	9 Months Ended
	Sep. 07, 2023	Jul. 25, 2023	May 19, 2023	Oct. 15, 2022	Aug. 16, 2022	Feb. 21, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 06, 2023	Dec. 31, 2022	Jul. 06, 2022	Jul. 05, 2022	May 31, 2018
Class of Stock [Line Items]
Reverse stock split, description	30-for-1							30-for-1
Ordinary share, par value	$ 0.001						$ 0.001	$ 0.001			$ 0.001
Common stock, shares authorized	2,000,000						2,000,000	2,000,000		60,000,000	2,000,000	2,000,000	1,000,000
Preferred Stock, stated value							$ 1,000	$ 1,000			$ 1,000
Proceeds from issuance of stock								$ 4,300,000
Dividends							$ 55,000
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Warrants to purchase shares		2,075,702
Proceeds from issuance of stock		$ 4,300,000
Conversion price		$ 3.276
Warrants exercise price		$ 3.276
Warrant term		5 years
Securities Purchase Agreement [Member] \| Series A-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of common stock, shares		2,500
Preferred Stock, stated value		$ 1,000
Dividend percentage		12.00%
Number of shares converted		763,126
Proceeds from offering		$ 3,000,000.0
Dividends								$ 55,000
Securities Purchase Agreement [Member] \| Series A-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of common stock, shares		1,800
Preferred Stock, stated value		$ 1,000
Number of shares converted		549,451
Executive [Member] \| Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Number of shares granted						3,333
Board Members [Member] \| Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Number of shares granted			8,767	10,000
Accredited Investors [Member] \| Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Issuance of common stock, shares					172,149
Warrants exercise price					$ 28.5
Share price					$ 22.80
Warrants to purchase common shares					172,149
Proceeds from issuance of warrant					$ 3,900,000
Non-qualified Stock Options [Member] \| Various Employees [Member]
Class of Stock [Line Items]
Number of shares, granted								4,368
Vesting period								4 years
vesting percentage								25.00%
Remaining vesting percentage								75.00%
2018 Incentive Compensation Plan Member [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance												66,667	33,333	33,333

Condensed Consolidated Balance Sheets - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Current assets:

Cash

$ 224,646

$ 763,211

Accounts receivable, net

736,269

2,881,239

Deferred compensation, current portion

95,642

196,119

Other assets, net

1,015,130

367,358

Total current assets

2,071,687

4,207,927

Property and equipment, net

276,540

1,584,714

Other assets:

Intangible assets, net

868,986

1,365,457

Security deposits

150,493

300,430

Right of use asset

896,788

3,623,078

Total other assets

1,916,267

5,288,965

Total assets

4,264,494

11,081,606

Current liabilities:

Accounts payable and accrued expenses

1,696,331

1,702,740

Patient deposits

125,214

241,666

Notes payable, current portion

14,857

51,657

Finance lease obligation, current portion

14,431

19,898

Liability to issue common stock, current portion

292,246

329,855

Operating lease liability, current portion

316,300

1,368,016

Total current liabilities

2,459,379

3,713,832

Long-term liabilities:

Notes payable, net of current portion

29,240

53,039

Finance lease obligation, net of current portion

9,375

Operating lease liability, net of current portion

747,516

2,654,104

Total liabilities

3,236,135

6,430,350

Commitment and Contingencies – Note 13

Stockholders’ equity:

Preferred stock - $1,000 par value, 5,000,000 authorized; 4,300 and nil issued and outstanding at September 30, 2023 and December 31, 2022, respectively.

4,300,000

Common stock - $0.001 par value, 2,000,000 authorized; 1,138,345 and 1,100,592 shares issued at September 30, 2023 and December 31, 2022, respectively; and 1,109,335 and 1,097,843 outstanding at September 30, 2023 and December 31, 2022, respectively.

^[1]

1,110

1,098

Additional paid-in capital

51,261,620

51,169,898

Accumulated deficit

(54,534,371)

(46,519,740)

Total stockholders’ equity

1,028,359

4,651,256

Total liabilities and stockholders’ equity

$ 4,264,494

$ 11,081,606

[1]	Retrospectively restated for the effect of the 30-for-1 reverse stock split. (Note 10)

Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ 500,000						$ 500,000		$ 500,000
Net loss	$ 2,857,671	$ 1,403,307	$ 3,698,653	$ 6,333,625	$ 1,844,099	$ 3,162,125	7,960,429	$ 11,339,849
Net cash provided by used in operating activities							$ 2,957,156	$ 8,220,753

- Definition

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

+ References

+ Details

Schedule of Principal Maturities of Notes Payable (Details)	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (three months)	$ 3,645
2024	15,044
2025	15,813
2026	9,595
Total	$ 44,097

- Definition

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

+ References + Details

Description of Business

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Description of Business

Note 1 – Description of Business

IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers 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 September 30, 2023, the Company owned or operated through management service agreements three medical clinics located in Kentucky and Missouri. The Company delivers sports medicine treatments without opioids. 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 2, given the Company’s current financial position, during the first nine months of 2023 the Company decided to close five underperforming locations and sold its Louisiana Orthopedic and Illinois practices 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.

Retirement Plan (Details Narrative) - 401(k) Plan [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Contributions description			Additionally, the Company was required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals.
Maximum annual contributions per employee, amount	$ 0	$ 30,000	$ 44,000	$ 101,000

Concentration of Credit Risks

9 Months Ended

Sep. 30, 2023

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

As of September 30, 2023 and December 31, 2022, the Company had the following revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	September 30, 2023						December 31, 2022
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable
	(Unaudited)
Medicare payment		21	%		20	%		32	%		18	%

Operating Leases (Tables)

9 Months Ended

Sep. 30, 2023

Operating Leases

Schedule of Operating Lease Cost

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

Schedule of Operating Lease Cost

Nine Months

Ended

September 30, 2023

Nine Months

Ended

September 30, 2022

(Unaudited)

Operating lease expense

914,777

1,238,162

Schedule of Future Minimum Lease Payments

The Company’s amount of future minimum lease payments under operating leases are as follows:

	Operating Leases
	(Unaudited)
Undiscounted future minimum lease payments:
2023 (three months)	$	101,361
2024		344,807
2025		348,344
2026		217,811
2027		73,823
Thereafter		81,691
Total		1,167,837
Amount representing imputed interest		(104,021	)
Total operating lease liability		1,063,816
Current portion of operating lease liability		(316,300	)
Operating lease liability, non-current	$	747,516

Intangibles Assets and Goodwill (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended			9 Months Ended
	Feb. 28, 2023	Jan. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 20, 2022	Sep. 30, 2023	Sep. 30, 2022	Apr. 01, 2023
Intangible assets carrying amount			$ 1,365,457		$ 868,986			$ 868,986
Goodwill impairment loss			$ 4,500,000
Amortization of intangible assets					33,000	$ 281,000		110,000	$ 693,000
FLORIDA
Impairment of intangible assets				$ 34,000
Intangible assets carrying amount						$ 30,000			$ 30,000
Louisiana Market [Member]
Impairment of intangible assets		$ 61,000
Intangible assets carrying amount					61,000			61,000
BackSpace Retail Clinics [Member]
Impairment of intangible assets	$ 60,000
Illinois Market [Member]
Intangible assets carrying amount					$ 265,000			$ 265,000		$ 265,000
IMAC Illinois MSA [Member]
Impairment of intangible assets							$ 2,128,000
IMAC Kentucky MSA [Member]
Impairment of intangible assets							$ 1,672,000

Stockholders’ Equity (Deficit)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity (Deficit)

Note 10 – Stockholders’ Equity (Deficit)

Reverse Stock Split

Effective on September 7, 2023, the Company implemented a 30-for-1 reverse stock split of the issued and outstanding shares of common stock. Under the reverse split, every thirty shares of outstanding shares issued and outstanding were automatically converted into one share of ordinary share, with a par value of $0.001 each. Except as otherwise indicated, all information in the condensed consolidated financial statements concerning share and per share data reflects the retroactive effect to the 30-for-1 reverse stock split. The total number of authorized common shares immediately before the reverse split was 60,000,000 and immediately after the reverse split was 2,000,000.

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 33,333 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. The 2018 Plan was amended July 6, 2022 to increase the 33,333 shares of common stock to 66,667 share of common stock.

Stock Options

As of September 30, 2023, the Company had issued stock options to purchase 4,368 shares of its common stock as non-qualified stock options 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.

Restricted Stock Units

On February 21, 2022, the Company granted 3,333 RSUs to an executive that vested immediately.

On October 15, 2022, the Company granted an aggregate of 10,000 RSUs to Board members with these RSUs vesting immediately.

On May 19, 2023, the Company granted an aggregate of 8,767 RSUs to Board members with these RSU’s vesting immediately.

Preferred Stock

On July 25, 2023, the Company entered into a definitive securities purchase agreement with several institutional and accredited investors, including existing significant investors of Theralink Technologies, Inc., its previously announced merger partner (OTC:THER) (“Theralink”), and Theralink’s Chairman, for the sale of its preferred stock and warrants. IMAC sold an aggregate of 2,500 shares of its Series A-1 Convertible Preferred Stock, stated value $1,000 per share, 1,800 shares of its Series A-2 Convertible Preferred Stock, stated value $1,000 per share, and Warrants to purchase up to 2,075,702 shares of its common stock for aggregate gross proceeds of $4.3 million before deducting placement agent fees and other offering expenses. The shares of A-1 Convertible Preferred Stock, shall bear a 12% dividend, and are initially convertible into an aggregate of 763,126 shares of common stock of the Company, and the shares of Series A-2 Convertible Preferred Stock are initially convertible into an aggregate of 549,451 shares of common stock of the Company, in each case, at a conversion price of $3.276 per share. The Warrants have an exercise price of $3.276 per share, are exercisable immediately, and will expire five years from the date of shareholder approval of this private placement. Approximately $3.0 million of the proceeds of the offering was used to make two loans to Theralink for investment into sales and marketing efforts and general working capital purposes as the companies continue to take formal steps together in advancing their merger previously announced on May 23, 2023. As of September 30, 2023 dividends of approximately $55,000 have been declared and accrued on the Series A-1 Convertible Preferred Stock.

The Company also entered into a Registration Rights Agreement, pursuant to which it agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of the Company’s common stock underlying the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Warrants no later than 45 days following the closing of the planned merger.

Common Stock

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 2,000,000 shares from 1,000,000 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 172,149 shares (the “Shares”) of its common stock at a purchase price of $22.80, 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 172,149 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 $28.5 per share, and Series 2 warrants to purchase 172,149 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 $28.50 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Notes Payable

Set forth below is a summary of the Company’s outstanding debt as of September 30, 2023 and December 31, 2022:

Schedule of Notes Payable

	September 30,			December 31,
	2023			2022
	(Unaudited)

Note payable	$	-		$	13,093
Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. The note matured and has been paid in full.	$	-		$	13,093

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.		44,097			54,763

$112,800 payable to a landlord of Advantage Therapy, LLC pursuant to a lease dated March 1, 2019. The debt has been paid in full.		-			36,840

Notes payable		44,097			104,696
Less: current portion:		(14,857	)		(51,657	)
	$	29,240		$	53,039

Schedule of Principal Maturities of Notes Payable

Principal maturities of the Company’s notes payable are as follows:

Years Ending December 31,	Amount
	(Unaudited)
2023 (three months)	$	3,645
2024		15,044
2025		15,813
2026		9,595
Total	$	44,097

Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2023

Receivables [Abstract]

Schedule of Accounts Receivable

As of September 30, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following:

Schedule of Accounts Receivable

	September 30, 2023			December 31, 2022
		(Unaudited)
Gross accounts receivable	$	817,918		$	3,044,718
Less: allowance for doubtful accounts		(81,649	)		(163,479	)
Accounts receivable, net	$	736,269		$	2,881,239

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended
	Jan. 27, 2023	Jan. 31, 2023	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Apr. 01, 2023	Dec. 31, 2022
Proceeds from sale of Louisiana Orthopedic operations	$ 1,050,000.00
Interest compounding percentage				6.00%		6.00%
Fixed price per share				$ 0.00313		$ 0.00313
Shares Issued, Price Per Share				$ 0.0009		$ 0.0009
Debt, current				$ 3,000,000.0		$ 3,000,000.0
Fair value of notes and related accrued interest				800,000		800,000
Impairment of assets						2,300,000
Prepaid expense and other assets, current				200,000		200,000			$ 400,000
Intangible assets carrying amount				868,986		868,986			$ 1,365,457
Impairments of long-lived assets						0
Advertising and marketing expense				8,661	$ 244,583	119,965	$ 857,633
FLORIDA
Intangible assets carrying amount					$ 30,000		$ 30,000
Intangible assets written off			$ 34,000
Louisiana Market [Member]
Intangible assets carrying amount				61,000		61,000
Intangible assets written off		$ 61,000
Illinois Market [Member]
Intangible assets carrying amount				$ 265,000		265,000		$ 265,000
Back Space Retail Stores [Member]
Intangible assets written off						$ 60,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 1,000	$ 1,000
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	4,300
Preferred stock, shares outstanding	4,300
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	1,138,345	1,100,592
Preferred stock, shares outstanding	1,109,335	1,097,843
Reverse stock split	30-for-1

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Allowance for Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the nine-months ended September 30. 2023 was as follows:

	September 30, 2023
	(Unaudited)
Beginning balance	$	163,479
Bad debt expense		61,599
Write-offs		(143,429	)
Ending balance	$	81,649

Schedule of Concentration Risk (Details) - Medicare Payments [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	21.00%	32.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	20.00%	18.00%

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 13 – 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

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 submitted a reconsideration request February 26, 2023. On July 5, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision that medical necessity supported 15 of 38 appealed claims. The Company intends to file a written appeal to an Administrative Law Judge prior to the August 30 deadline. The Company filed a timely appeal and a hearing with an Administrative Law Judge is pending; date has not yet been confirmed.

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. The Company has accrued the actual sample amount found for this potential overpayment. 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 June 30, 2023, this audit had resulted in a recoupment balance of approximately $0.1 million of Medicare accounts receivable. The Company submitted a reconsideration request in May 2023. On August 4, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision supporting 31 of 65 appealed claims. The Company intends to file a written appeal to an Administrative Law Judge prior to the October 2 deadline. The Company filed a timely appeal and a hearing with an Administrative Law Judge is scheduled for February 20, 2024.

On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) 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, over 200 days later.

On October 2, 2023 the Company received notice from Kepro, “Initial Sanction Notice of Failure in a Substantial Number of Cases”. Kepro has recommended a Corrective Action Plan (CAP). (i) Perform a root cause analysis (RCA) and describe the underlying cause of the failure. Submit a copy of the RCA performed. (ii) Identify goals (desired outcomes) of the CAP. These goals must be measurable-containing a numerator and denominator-attainable, and meaningful. (iii) Explain how the process(es) will be created or modified to correct the underlying root cause. (iv) Explain how the process(es) will be implemented, including time frames for implementation. (v) Explain how the implemented process(es) and outcomes will be monitored and reported. (vi) Identify the person who will be responsible for monitoring the CAP’s specified time frame. The Company intends on complying with the recommendations of the CAP. In addition, after further review, the Company will appeal the recommendation and outcomes of the audit by Kepro. A scheduled meeting with Kepro is set for November 20, 2023 to review findings, CAP, and appeal of findings. There is no financial recoupment request.

Schedule of Operating Lease Cost (Details) - USD ($)	9 Months Ended
Schedule of Operating Lease Cost (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Operating Leases
Operating lease expense	$ 914,777	$ 1,238,162

Concentration of Credit Risks (Tables)

9 Months Ended

Sep. 30, 2023

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk

As of September 30, 2023 and December 31, 2022, the Company had the following revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	September 30, 2023						December 31, 2022
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable
	(Unaudited)
Medicare payment		21	%		20	%		32	%		18	%

Intangibles Assets and Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles Assets and Goodwill

Note 7 – Intangibles Assets and Goodwill

The Company’s intangible assets and goodwill consisted of the following at September 30, 2023 and December 31, 2022:

		September 30, 2023 (Unaudited)
	Estimated			Accumulated
	Useful Life	Cost		Amortization			Net

Intangible assets:
Management service agreements	10 years	$	4,224,113	$	(3,598,877	)	$	625,236
Definite lived assets			4,224,113		(3,598,877	)		625,236
Research and development			243,750		-			243,750
Total intangible assets and goodwill		$	4,467,863	$	(3,598,877	)	$	868,986

		December 31, 2022
	Estimated			Accumulated
	Useful Life	Cost		Amortization			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
Customer lists	3 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

In January 2023, the Company sold the Louisiana Market which had a total intangible carrying amount of approximately $61,000 which was written off as impaired.

In February 2023, the Company sold the BackSpace retail clinics which had a total intangible carrying amount of approximately $60,000 which was written off as impaired.

On April 1, 2023, the Company executed an agreement to sell all the assets of Ricardo Knight, PC which had a total intangible carrying amount of approximately $265,000 which was written off as impaired.

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.

Amortization was approximately $33,000 and $281,000 for the three months ended September 30, 2023 and 2022, respectively and $110,000 and $693,000 for the nine months ended September 30, 2023 and 2022, respectively.

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

Years Ending December 31,
	(Unaudited)
2023 (three months)	$	32,907
2024		131,629
2025		131,629
2026		131,629
2027		131,629
Thereafter		65,813
Total	$	625,236

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 12 – Income Taxes

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management assessed all available evidence to estimate if sufficient future taxable income will be generated in the appropriate period and of the appropriate character to realize deferred tax assets. For the nine months ended September 30, 2023 and September 30, 2022, no income tax expense or benefit was recorded related to income taxes due to the Company’s overall operating results and the full valuation allowance.

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. As of September 30, 2023, the Company had no unrecognized tax benefits recorded. The Company is subject to taxation by federal, state, and local taxing authorities. The Company’s federal, state, and local income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal, state, and local income tax returns for 2019 through 2022 remain open to examination.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Paragraph 21
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Schedule of Future Minimum Lease Payments (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
2023 (three months)	$ 101,361
2024	344,807
2025	348,344
2026	217,811
2027	73,823
Thereafter	81,691
Total	1,167,837
Amount representing imputed interest	(104,021)
Total operating lease liability	1,063,816
Current portion of operating lease liability	(316,300)	$ (1,368,016)
Operating lease liability, non-current	$ 747,516	$ 2,654,104

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

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

On April 1, 2023, the Company executed an agreement to sell all the assets of Ricardo Knight, PC.

During May of 2023, the Company closed operations at Springfield, MO, due to significant staff departures and inflationary pressure on replacement personnel. Most assets were sold in June.

Use of Estimates

Reclassifications

Revenue Recognition

Patient Deposits

Fair Value of Financial Instruments

Variable Interest Entities

Accounts Receivable

Allowance for Contractual, Other Discounts and Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the nine-months ended September 30. 2023 was as follows:

	September 30, 2023
	(Unaudited)
Beginning balance	$	163,479
Bad debt expense		61,599
Write-offs		(143,429	)
Ending balance	$	81,649

Other Assets

Property and Equipment

Intangible Assets

Long-Lived Assets

Advertising and Marketing

Net Loss Per Share

Income Taxes

Newly Adopted Accounting Pronouncement

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,012,664	$ 5,053,769
Less: accumulated depreciation	(1,736,124)	(3,476,977)
Property and equipment, excluding construction in progress	276,540	1,576,792
Construction in progress		7,922
Total property and equipment, net	276,540	1,584,714
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,032,578	2,233,603
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Shorter of Lease Term or Asset Utility [Member]
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 980,086	$ 2,820,166
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	7 years

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 20, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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 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 Common Stock, Shares Outstanding		1,138,321
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BACK
Warrants to Purchase Common Stock	NASDAQ
Warrants to Purchase Common Stock [Member]
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	IMACW
Warrants to Purchase Common Stock	NASDAQ

Intangibles Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The Company’s intangible assets and goodwill consisted of the following at September 30, 2023 and December 31, 2022:

		September 30, 2023 (Unaudited)
	Estimated			Accumulated
	Useful Life	Cost		Amortization			Net

Intangible assets:
Management service agreements	10 years	$	4,224,113	$	(3,598,877	)	$	625,236
Definite lived assets			4,224,113		(3,598,877	)		625,236
Research and development			243,750		-			243,750
Total intangible assets and goodwill		$	4,467,863	$	(3,598,877	)	$	868,986

		December 31, 2022
	Estimated			Accumulated
	Useful Life	Cost		Amortization			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
Customer lists	3 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

Schedule of Future Amortization of Intangible Assets

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

Years Ending December 31,
	(Unaudited)
2023 (three months)	$	32,907
2024		131,629
2025		131,629
2026		131,629
2027		131,629
Thereafter		65,813
Total	$	625,236

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 44,000	$ 200,000	$ 277,000	$ 674,000

Retirement Plan

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Retirement Plan

Note 11 – 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 was required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Company match was terminated in March of 2023. The Company made contributions of $0 and $30,000 during the three months ended September 30, 2023 and 2022, respectively and $44,000 and $101,000 during the nine months ended September 30, 2023 and 2022, respectively.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15 - Subsequent Events

On October 1 2023, the Company executed an agreement to sell all the assets of the Murray, KY location.

On November 9, 2023, the Company executed a management agreement with JWB Healthcare LLC to manage the Chesterfield, MO clinic. As part of the agreement, the Company agreed to sell certain assets and assigned the lease of the Chesterfield location to JWB Healthcare LLC.

The Company has analyzed its operations subsequent to September 30, 2023 and up through November 21, 2023 which is the date these condensed consolidated financial statements were issued, except as disclosed herein, there is no material subsequent events to disclose in these condensed consolidated financial statements.

Schedule of Future Amortization of Intangible Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (three months)	$ 32,907
2024	131,629
2025	131,629
2026	131,629
2027	131,629
Thereafter	65,813
Total	$ 625,236	$ 1,121,707

Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense
Unrecognized tax benefits	$ 0		$ 0