0001493152-24-014857 | 10-K | XBRL Viewer

1,365,457

^[1]

1,365,457

^[1]

$ 34,000

Goodwill, Impairment Loss

120,000

30,000.00

1,200,000

4,500,000

Marketing and Advertising Expense

7,732

74,011

^[2]

IMAC Illinois MSA [Member]

IMAC Kentucky MSA [Member]

$ 2,128,000

IMAC Florida MSA [Member]

$ 1,672,000

Accounting Standards Update 2016-13 [Member]

1,000

Impairment of intangible assets

2,300,000

Variable Interest Entities [Member]

Assets

3,900,000

1,800,000

3,900,000

1,800,000

Liabilities

$ 200,000

$ 500,000

$ 200,000

$ 500,000

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.
[2]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Allowance for Doubtful Accounts (Details) - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Beginning balance

$ 163,479

^[1]

$ 80,979

Bad debt expense

431,671

82,500

Write-offs

(155,852)

Ending balance

^[1]

$ 439,298

$ 163,479

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Property and Equipment (Details Narrative) - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Depreciation

^[1]

$ 282,458

$ 867,364

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 12 – Income Taxes

For the year ended December 31, 2023, and December 31, 2022, no income tax expense or benefit was recorded related to income taxes due to the Company’s overall operating results and the change in the valuation allowance. The components of income tax expense (benefit) for the year ended December 31, 2023, and December 31, 2022, are as follows:

		December 31, 2023		December 31, 2022
Current income tax expense (refund) – federal	$	-	$	-
Current income tax expense (refund) – state		-		-
Total current income tax expense (refund)		-		-

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

Total provision for income taxes	$	-	$	-

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2023 and 2022 are as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets:
Reserves & allowances	$	108,584		$	20,738
Charitable contribution carry-forward		2,895			3,000
Net operating loss carry-forward – federal		9,524,275			7,778,105
Net operating loss carry-forward – state		2,194,071			2,294,317
Amortization		2,014,677			2,029,833
Non-qualified stock options		430,577			459,093
Total deferred tax assets	$	14,275,079		$	12,585,086

Deferred tax liabilities:
Depreciation	$	(2,813	)	$	(2,914	)
Amortization		-			-
Total deferred tax liabilities	$	(2,813	)	$	(2,914	)

Less valuation allowance		(14,272,266	)		(12,582,172	)
Total net deferred tax assets	$	-		$	-

The Company has federal net operating loss carry-forward of approximately $45.3 million and state net operating losses of approximately $46.6 million as of December 31, 2023. There is no expiration of the federal loss carry-forwards as all federal net operating loss carry-forwards were generated after December 31, 2017. The state operating loss carry-forwards are subject to expiration beginning on December 31, 2031. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2023 and 2022, a full valuation allowance was required.

In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2023. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal and state income tax returns for 2020 through 2023 remain open to examination.

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

	December 31, 2023			December 31, 2022
Federal statutory income tax		21.00	%		21.00	%
Permanent differences		0.00	%		(0.01	)%
Change in Tax Credits		0.00	%		0.00	%
Change in Tax Rate		0.00	%		0.00	%
Change in valuation allowance		(23.23	)%		(25.20	)%
State income taxes, net of federal benefit		3.72	%		4.61	%
Prior year adjustments		(1.49	)%		(0.40	%
Total		0.00	%		0.00	%

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.

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
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

Consolidated Statements of Operations - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Advertising and marketing

Operating expenses:

Salaries and benefits

1,348,382

4,129,451

7,732

74,011

^[1]

General and administrative

1,459,372

2,465,628

Depreciation and amortization

126,138

654,819

Loss on disposition or impairment

3,433,884

4,513,189

Total operating expenses

6,375,508

11,837,098

Operating loss

(6,375,508)

(11,837,098)

Other income (expense):

Interest income

27,156

9,839

Other income (expense)

(2,040)

(574)

Interest expense

(124,966)

(3,152)

Total other income (expenses)

(99,850)

6,113

Net loss before income taxes

(6,475,358)

(11,830,985)

Income taxes

Net loss from continuing operations

(6,475,358)

(11,830,985)

Loss from operations of discontinued component

(1,707,342)

(2,563,204)

Loss on disposal of discontinued operations

(1,235,885)

(3,918,615)

Loss on discontinued operations

(2,943,227)

(6,481,819)

Net loss

$ (9,418,585)

$ (18,312,806)

Net loss per share from continuing operations basic

$ (5.82)

$ (12.55)

Net loss per share from continuing operations diluted

(5.82)

(12.55)

Loss per share from discontinued operations basic

(2.65)

(6.88)

Loss per share from discontinued operations diluted

(2.65)

(6.88)

Net loss per share basic

(8.47)

(19.43)

Net loss per share diluted

$ (8.47)

$ (19.43)

Weighted average common shares outstanding, basic

1,111,844

942,463

Weighted average common shares outstanding, diluted

1,111,844

942,463

Health Care, Patient Service [Member]

Others Income [Member]

Management Service [Member]

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Intangible Assets and Goodwill (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

$ 8,477,469

^[1]

(7,355,762)

^[1]

Indefinite lived assets, net

1,121,707

^[1]

243,750

Goodwill, cost

4,499,796

^[1]

Goodwill, accumulated amortization

(4,499,796)

^[1]

Goodwill, net

^[1]

Total intangible assets and goodwill, cost

13,221,015

^[1]

Total intangible assets and goodwill, accumulated amortization

(11,855,558)

^[1]

Total intangible assets and goodwill, net

$ 1,365,457

^[1]

$ 34,000

Intellectual Property Agreements [Member]

2 years

Brand Development [Member]

15 years

^[1]

$ 69,071

^[1]

(8,596)

^[1]

Research and Development Expense [Member]

60,475

^[1]

Indefinite lived assets, cost

243,750

^[1]

Indefinite lived assets, net

$ 243,750

^[1]

Customer Lists [Member]

^[1]

3 years

^[1]

$ 77,000

^[1]

(48,125)

Management Service Agreements [Member]

^[1]

$ 28,875

10 years

^[1]

$ 7,940,398

^[1]

(6,939,916)

^[1]

Noncompete Agreements [Member]

$ 1,000,482

^[1]

3 years

^[1]

$ 391,000

^[1]

(359,125)

^[1]

$ 31,875

^[1]

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Components of Income Tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current income tax expense (refund) – federal
Current income tax expense (refund) – state
Total current income tax expense (refund)
Deferred income tax expense (benefit) – federal
Deferred income tax expense (benefit) – state
Total deferred income tax expense (benefit)
Total provision for income taxes

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

+ References + Details

Notes Payable

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Notes Payable

Note 9 – Notes Payable

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

Schedule of Notes Payable

	December 31,		December 31,
	2023		2022*

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

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

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

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

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

Notes payable		-		104,696
Less: current portion:		-		(51,657	)
	$	-	$	53,039

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Concentration of Credit Risks (Details Narrative)	Dec. 31, 2023 USD ($)
Risks and Uncertainties [Abstract]
Cash FDIC isured amount	$ 250,000

Description of Business

12 Months Ended

Dec. 31, 2023

Description of Business

Note 1 – Description of Business

IMAC Holdings, Inc. is a holding company for IMAC Regeneration Centers, The Back Space retail stores and our Investigational New Drug division. IMAC Holdings, Inc. and its affiliates (collectively, the “Company”) provided movement, orthopedic and neurological therapies through its chain of IMAC Regeneration Centers. Through its consolidated and equity owned entities, its outpatient medical clinics provided conservative, non-invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. As of December 31, 2023, the Company has sold or discontinued patient care at all our locations and has accordingly presented this component as discontinued operations. (See Note 2.) The Company delivered sports medicine treatments without opioids. The BackSpace operated healthcare centers specializing in chiropractic and spinal care services inside Walmart retail locations. The Company’s Investigational New Drug division conducted 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.

Planned Merger

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.

Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Shares Outstanding, Beginning balance	11,216	12,235
Weighted Average Exercise Price Outstanding, beginning balance	$ 96.90	$ 96.90
Weighted Average Remaining Contractual Life beginning	1 year 4 months 6 days	3 years 9 months	3 years 6 months 29 days
Number of Shares Outstanding, Cancelled	(9,904)	(1,020)
Weighted Average Exercise Price Outstanding, Cancelled	$ 92.40	$ 97.80
Weighted Average Remaining Contractual Life, Cancelled	2 years 9 months 7 days	1 year 7 months 24 days
Number of Shares Outstanding, Ending balance	1,312	11,216	12,235
Weighted Average Exercise Price Outstanding, Ending balance	$ 118.33	$ 96.90	$ 96.90

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement

	2023		2022
	December 31,
	2023		2022
Assets
Accounts receivable, net	$	-	$	2,881,239
Other current assets		1,028		176,265
Property and equipment, net		762		1,579,327
Intangible assets, net		-		1,121,707
Other assets		95,040		3,920,839
Net assets from discontinued operations	$	96,830	$	9,679,377

Liabilities
Accounts payable and accrued expenses	$	860,221	$	1,134,099
Patient deposits		-		241,666
Other current liabilities		108,088		1,439,571
Other liabilities		344,402		2,716,519
Net liabilities from discontinued operations	$	1,312,711	$	5,531,855

The following table shows the results of loss from discontinued operations:

	2023			2022
	December 31,
	2023			2022
Patient revenues, net	$	5,197,352		$	16,186,256

Operating expenses		6,498,928			18,710,263
Other expenses		1,641,651			3,957,812
Total costs and expenses		8,140,579			22,668,075

Loss from discontinued operations, net of income taxes	$	(2,943,227	)	$	(6,481,819	)

Schedule of Allowance for Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows:

	December 31, 2023			December 31, 2022
Beginning balance	$	163,479		$	80,979
Bad debt expense		431,671			82,500
Write-offs		(155,852	)		-
Ending balance	$	439,298	*	$	163,479	*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Net Loss Per Share


	December 31,
	2023		2022

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,474,284		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Net loss		4,948,422		433,827

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 20
-Topic 205
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

Schedule of Components of Income Tax Benefits

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

		December 31, 2023		December 31, 2022
Current income tax expense (refund) – federal	$	-	$	-
Current income tax expense (refund) – state		-		-
Total current income tax expense (refund)		-		-

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

Total provision for income taxes	$	-	$	-

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities at December 31, 2023 and 2022 are as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets:
Reserves & allowances	$	108,584		$	20,738
Charitable contribution carry-forward		2,895			3,000
Net operating loss carry-forward – federal		9,524,275			7,778,105
Net operating loss carry-forward – state		2,194,071			2,294,317
Amortization		2,014,677			2,029,833
Non-qualified stock options		430,577			459,093
Total deferred tax assets	$	14,275,079		$	12,585,086

Deferred tax liabilities:
Depreciation	$	(2,813	)	$	(2,914	)
Amortization		-			-
Total deferred tax liabilities	$	(2,813	)	$	(2,914	)

Less valuation allowance		(14,272,266	)		(12,582,172	)
Total net deferred tax assets	$	-		$	-

Schedule of Effective Income Tax Rate Reconciliation

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

	December 31, 2023			December 31, 2022
Federal statutory income tax		21.00	%		21.00	%
Permanent differences		0.00	%		(0.01	)%
Change in Tax Credits		0.00	%		0.00	%
Change in Tax Rate		0.00	%		0.00	%
Change in valuation allowance		(23.23	)%		(25.20	)%
State income taxes, net of federal benefit		3.72	%		4.61	%
Prior year adjustments		(1.49	)%		(0.40	%
Total		0.00	%		0.00	%

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

On April 10, 2024, we entered into a series of transactions including the exchange of the Company’s outstanding Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”) and Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2 Preferred Stock” and, collectively with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), for new preferred stock, the exchange of the Company’s outstanding warrants (the “Existing Warrants”) for new warrants, and the sale of new preferred stock and warrants. All such transactions were consummated on April 11, 2024.

Exchange

On April 11, 2024, the Company entered into an exchange agreement (each, an “Exchange Agreement”) with holders of Series B Preferred Stock, pursuant to which the holders would exchange (i) 4,550 shares of Series B Preferred Stock, with a conversion price of $1.84, for 4,750 shares of Series C-1 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series C-1 Preferred Stock”), with a conversion price of $2.561 and (ii) their Existing Warrants, with an exercise price of $1.84, for new warrants, with an exercise price of $2.561, (the “Exchange Warrants” and, together with the Series C-1 Convertible Preferred Stock, the “Exchange Securities”), on a one-for-one basis. Such exchanges were made without any additional consideration having been paid by the Holders. All of the outstanding shares of Series B Preferred Stock and all outstanding Existing Warrants were terminated upon the exchange. If at the time of exercise of the Exchange Warrants, there is no effective registration statement registering the shares of the Common Stock underlying the Exchange Warrants, such Exchange Warrants may be exercised on a cashless basis pursuant to their terms.

PIPE Financing

On April 10, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 1,276 shares of Series C-2 convertible preferred stock (the “Series C-2 Preferred Stock” and, together with the Series C-1 Preferred Stock, the “Series C Preferred Stock”), at a price of $1,000 per share or an aggregate $1,276,000, and 498,243 warrants , with an exercise price of $2.561 (the “PIPE Warrants” and, together with the Exchange Warrants, the “Warrants”), to purchase our common stock for aggregate cash proceeds (after giving effect to the Settlement and Release payment of $376,000 (as discussed below) of $900,000. If at the time of exercise of the PIPE Warrants, there is no effective registration statement registering the shares of the Common Stock underlying the PIPE Warrants, such PIPE Warrants may be exercised on a cashless basis pursuant to their terms.

Rights and Preferences of Series C Preferred Stock

The rights and preferences of the Series C-1 Preferred Stock and the Series C-2 Convertible Stock are identical in all material respects; however, the Series C-1 Convertible Preferred Stock was issued in exchange for Series B Preferred Stock without the payment of any additional consideration and, for the purpose of Rule 144 of the Securities Act of 1933, as amended, ownership of the Series C-1 Preferred Stock shall tack back to December 20, 2024.

Authorized; Stated Value. The Company authorized 4,750 shares of Series C-1 Preferred Stock and 5,376 shares of Series C-2 Preferred Stock. Each share of Series C Preferred Stock has a stated value of $1,000 (subject to increase upon any capitalization of dividends – See “Dividends” below).

Ranking. The Series C Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the Required Holders (as defined in the Securities Purchase Agreement) consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series C Preferred Stock.

Liquidation Preference. In the event of a Liquidation Event, as defined in the certificates of designations for the Series C-1 Preferred Stock and the Series C-2 Preferred Stock, the holders thereof shall be entitled to receive payment in an amount per share equal to the greater of (A) 110% of the sum of the stated value of the share plus any amount owed to the holder by the Company in connection with the share, including all declared and unpaid dividends thereon, on the date of such payment and (B) the amount per share such holders would receive if such shares had been converted into Common Stock immediately prior to the date of such payment; provided, however that if the funds available for such payment to the holders of Series C-1 Preferred Stock, the Series C-2 Preferred Stock, and any other capital stock of the Company ranking on par with them for liquidation purposes are insufficient, all such holders shall be paid proportionally to their holdings out of available funds.

Dividends. Dividends on the Series C Preferred Stock equal to 10% per annum (subject to adjustment) will begin to accrue upon issuance and, subject to the satisfaction of certain customary equity conditions, will be payable in shares of Common Stock, provided, however, that the Company may elect to capitalize dividends in lieu of issuing shares of Common Stock by increasing the stated value of each applicable share of Series C Preferred Stock. If the Company fails to properly satisfy such equity conditions, such dividends will be capitalized for each holder of Series C Preferred Stock (unless such holder waives such failure in order to receive shares of Common Stock as payment for such dividend). Notwithstanding the foregoing, unless the Company obtains the Stockholder Approval (see “Stockholder Approval” below), all dividends shall be capitalized dividends.

Conversion Rights

Conversion at Option of Holder. Each holder of Series C Preferred Stock may convert all, or any part, of their outstanding Series C Preferred Stock, at any time at such holder’s option, into shares of Common Stock (which converted shares of Common Stock are referred to as “Conversion Shares” herein) based on the fixed “Conversion Price” of $2.561.

Adjustments to Conversion Price. The Conversion Price is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions. Although the Series C Preferred Stock does not initially have antidilution protection for issuances below the conversion price then in effect in subsequent placements, if the Company obtains the Stockholder Approval (see “Stockholder Approval” below), thereafter the Series C Preferred Stock shall have full ratchet antidilution protection. Subject to the rules and regulations of the Principal Market, the Company may, at any time, with the written consent of the Required Holders, lower the fixed conversion price to any amount and for any period of time deemed appropriate by the Company’s board of directors.

Mandatory Conversion. If the closing price of the Common Stock on the principal trading market, if any, in which the shares of Common Stock then trade (the “Principal Market”), equals at least 300% of the Conversion Price for twenty (20 consecutive trading days and no Equity Conditions Failure exists, the Company may require each holder of Series C Preferred Stock, on a pro rata basis among all such holders, to convert all, or any number, of the shares of Series C Preferred Stock based on the then-current Conversion Price.

Alternate Conversion Upon a Triggering Event. Solely if the Company has obtained the Stockholder Approval (see “Stockholder Approval” below), following the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificates of Designations), each holder may alternatively elect to convert the Series C Preferred Stock at the “Alternate Conversion Price” equal to the lesser of (A) the Conversion Price, and (B) the greater of (x) the floor price of $0.5122, and (y) 80% of the volume weighted average price of the Common Stock during the 5 consecutive trading days immediately prior to such conversion.

Company Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of Series C Preferred Stock then outstanding at the greater of (x) 110% of the amount of shares being redeemed, and (y) the equity value of the Common Stock underlying the Series C Preferred Stock. The equity value of the Common Stock underlying the Series C Preferred Stock is calculated using the greatest closing sale price of the Common Stock on any trading day immediately preceding the date the Company notifies the holders of its election to redeem and the date the Company makes the entire payment required.

Voting Rights. The holders of the Series C Preferred Stock have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Series C Certificates of Designations (or as otherwise required by applicable law).

Stockholder Approval

The Company has agreed to seek the approval of the Company’s stockholders to the issuance of all of the securities issuable pursuant to the Series C Preferred Stock and the Warrants in compliance with the rules and regulations of the Nasdaq Capital Market (the “Stockholder Approval”), which, if obtained, would permit the issuance of more than 20% of the outstanding capital stock of the Company at a price less than $0.561, by no later than July 31, 2024. If the Company fails to obtain the Stockholder Approval, the Company has agreed to cause an additional meeting to be held to seek Stockholder Approval on or prior to October 31, 2024 and, if not obtained, semi-annually thereafter.

Settlement and Release Agreements

In connection with the exchange and PIPE financing transactions, each holder of Series B-1 Preferred Stock entered into a Settlement and Release Agreement with the Company, pursuant to which the Company agreed to pay to each such holder a cash amount equal to the damages claimed to have been suffered by such holder upon the attempted conversion and then unwinding of such conversion of shares of such holders Series B-1 Preferred Stock, in exchanged for a release by the holder in favor of the Company of all claims related to such unwinding. All amounts paid pursuant to the Settlement and Release Agreements were reinvested, in full, into the Company pursuant to the Securities Purchase Agreement.

Registration Rights

In connection with the exchange and PIPE financing transactions, the Investors received registration rights customary for such transactions.

Loan to Theralink

On April 11, 2024, the Company entered into a credit agreement (the “Theralink Credit Agreement”) with Theralink Technologies, Inc. (“Theralink”), pursuant to which Theralink may borrow from the Company up to $1,000,000 (the “Term Loans”), with an initial borrowing of $350,000 made on April 12, 2024. The Term Loans have a maturity date of October 12, 2024 and bear interest at 9% per annum for interest to be paid in cash and 11% per annum for any portion of the accrued interest that is paid in kind, which “PIK Interest” will be added to the then-outstanding principal amount of the Term Loans. The Term Loans are secured by a first priority interest, subject to permitted liens in accordance with the Theralink Credit Agreement, in the assets of Theralink and its subsidiaries pursuant to a Security and Pledge Agreement dated April 12, 2024 made by Theralink and each of its subsidiaries party thereto as Grantors, in favor of the Company (the “Security and Pledge Agreement”).

Capital Requirements, Liquidity and Going Concern Considerations

12 Months Ended

Dec. 31, 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 consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company has sustained substantial losses from operations since inception and has discontinued its operations as of December 31, 2023 which raises substantial doubt regarding the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The Company had a working capital deficit of approximately ($0.8) million at December 31, 2023. The Company had a net loss of approximately $9.4 million for the year ended December 31, 2023, and used cash in operations of approximately $2.8 million for the year ended December 31, 2023. The Company expects to continue to incur expenditures for working capital.

Management’s plans are to merge with an operating company or acquire a new business (See Note 1). 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 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.

Shareholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Shareholders’ Equity (Deficit)

Note 10 – Shareholders’ 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 consolidated financial statements concerning share and per share data reflects the retroactive effect to the 30-for-1 reverse stock split.

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 2,000,000 shares of common stock (subject to certain adjustments) upon exercise of stock options and grants of other equity awards. The 2018 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee directors and consultants, and affiliates.

Stock Options

During 2023 and 2022, the Company did not issue any new stock options. Most options vested 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. Stock based compensation for stock options is estimated at the grant date based on the fair value calculated using the Black-Scholes method. The per-share fair values of these options is calculated based on the Black-Scholes-Merton pricing model.

The information below summarizes the stock options:

Schedule of Stock Option Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2021		12,235		$	96.90		3.58
Granted		-			-		-
Exercised		-			-		-
Cancelled		(1,020	)		97.80		1.65
Outstanding at December 31, 2022		11,216		$	96.90		3.75
Granted		-			-		-
Exercised		-			-		-
Cancelled		(9,904	)		92.40		2.77
Outstanding at December 31, 2023		1,312		$	118.33		1.35

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 10,000 RSUs to Board members with these RSU’s vesting immediately with a fair value of $42,900 based on the grant date stock price.

Schedule of Restricted Stock Units

	Number of Shares			Weighted Average Grant Date Fair Value

Outstanding at December 31, 2021		8,692		$	60.06
Granted		30,400			15.3
Vested		(14,896	)		28.8
Cancelled		(167	)		13.2
Outstanding at December 31, 2022		24,029		$	23.4
Granted		10,000			4.29
Vested		(10,000	)		4.29
Cancelled		(24,029	)		23.4
Outstanding at December 31, 2023		-		$	-

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 of $480,000. The shares of A-1 Convertible Preferred Stock, shall bear a 12% dividend based on stated, value have no voting rights, 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. The shares contain price protection provisions and beneficial ownership limitation provisions upon conversion as defined in the certificates of designation. 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 December 31, 2023 dividends of approximately $130,000 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.

On December 20, 2023, the Company entered into a letter agreement with several institutional and accredited investors providing for the sale of an additional aggregate $250,000 of convertible preferred stock (the “Private Placement”) with offering expenses of approximately $25,000. Pursuant to the letter agreement, the Company exchanged its Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred stock for a corresponding number of shares of the Company’s newly-created Series B-1 Convertible Preferred Stock and the Company’s newly-created Series B-2 Convertible Preferred Stock, respectively. Shares of the Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock are convertible into shares of common stock of the Company at a conversion price of $1.84 per share, which is above the most recent closing price of the Company’s common stock and represents a reduction in the conversion price from the Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock. Therefore, the Series B-1 and B-2 preferred stock is convertible into 1,437,500 and 1,035,326 common shares, respectively. In addition, the exercise price of the Warrants was reduced to $1.84 pursuant to the letter agreement. The reduction in the conversion price and the exercise price was made in consideration of the additional purchase amount, therefore there was no accounting effect of this exchange. It is expected that the proceeds of the Private Placement will be used for general working capital and general corporate purposes.

All terms other than the conversion price are the same as the Series A-1 and A-2.

In 2024, the Series B-1 and B-2 preferred shares were exchanged for Series C shares (See Note 14).

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 60,000,000 shares from 30,000,000 shares.

On August 16, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional accredited investors (the “Purchasers”) pursuant to which the Company offered for sale to the Purchasers an aggregate of 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.

In January 2023, the Company issued 2,725 common shares for cash of $16,650 under its At The Market (ATM) offering.

On December 27, 2023, issued an aggregate of 10,000 common shares for the Board members valued at $4.29 per share or $42,900 based on the quoted trading price on the grant date which was May 2023.

Warrants

In August 2022, the Company issued 344,298 warrants in conjunction with the common stock offering discussed above.

In July 2023, the Company issued 2,075,702 warrants in conjunction with the preferred stock offering discussed above.

SCHEDULE OF WARRANTS

	Number of Warrants		Weighted Average Exercise Price Per Share

December 31, 2021		54,284	$	150.00
Granted		344,298		28.50
December 31, 2022		398,582		45.05
Granted		2,075,702		1.84
December 31, 2023		2,474,284	$	8.80

The entire disclosure for equity.

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
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Schedule of Concentration Risk

Concentration of Credit Risks (Tables)

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

As of December 31, 2023 and 2022, the Company had discontinued operations revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below:

Schedule of Concentration Risk

	2023						2022
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payments		24	%		0	%		32	%		18	%

Income Taxes (Details Narrative) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Income tax expense
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	45.3
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 46.6

Property, Plant and Equipment [Abstract]

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

+ References + Details

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property and Equipment

Note 6 – Property and Equipment

Property and equipment consisted of the following at December 31:

Schedule of Property and Equipment

	Estimated
	Useful Life in Years	2023*		2022*

Leasehold improvements	Shorter of asset or lease term	$	-	$	2,233,603
Equipment	1.5 – 10		762		2,820,166
Total property and equipment			762		5,053,769

Less: accumulated depreciation			-		(3,476,977	)
			762		1,576,792

Construction in progress			-		7,922
Total property and equipment, net		$	762	$	1,584,714

Depreciation was $282,458 and $867,364* for the years ended December 31, 2023 and 2022, respectively.*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Future Minimum Lease Payments (Details)

Dec. 31, 2023

USD ($)

$ 134,567

138,104

95,171

73,823

73,823

7,868

523,356

Amount representing imputed interest

(72,591)

Total operating lease liability

450,765

Current portion of operating lease liability

(106,363)

Operating lease liability, non-current

$ 344,402

^[1]

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Commitments and Contingencies (Details Narrative) - USD ($)	May 17, 2022	Oct. 21, 2021	Apr. 15, 2021	Dec. 31, 2023	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]
Aggregate appealing amount				$ 25,000
Covent Bridge Group [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts receivable				90,000
Contractor [Member] \| Covent Bridge Group [Member]
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		$ 6,791.33	$ 11,530
Accounts payable						$ 481,666.00	$ 2,709,265	$ 2,918,472
Actual overpayment amount							$ 5,327.73
Accounts receivable				$ 138,000	$ 100,000
Contractor [Member] \| Covent Bridge Group [Member] \| Advantage Therapy [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Overpaid amount	$ 492,086.22

Schedule of Accounts Receivable (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Receivables [Abstract]

Accounts receivable, net of contractual adjustments

^[1]

$ 439,298

$ 3,044,718

Less: allowance for doubtful accounts

(439,298)

^[2]

(163,479)

^[2]

$ (80,979)

Accounts receivable, net

^[1]

$ 2,881,239

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.
[2]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)

Oct. 29, 2022

Sep. 25, 2019

Mar. 01, 2019

Nov. 15, 2017

Aug. 01, 2016

Dec. 31, 2023

Dec. 31, 2022

^[1]

$ 104,696

Notes Payable Five [Member]

6.00%

$ 2,690,000

7.00%

Financial Institution [Member] | Notes Payable One [Member]

Apr. 29, 2022

$ 200,000

13,093

66 consecutive monthly installments

$ 2,652

Notes payable, balloon payment to be paid

5.00%

$ 60,000

Financial Institution [Member] | Notes Payable Two [Member]

May 15, 2023

$ 131,400

54,763

120 monthly installments

$ 1,394

5.00%

Financial Institution [Member] | Notes Payable Four [Member]

Jul. 01, 2026

$ 140,000

36 consecutive monthly installments

$ 4,225

5.39%

Advantage Therapy, LLC [Member] | Notes Payable Three [Member]

Sep. 19, 2022

$ 112,800

$ 36,840

60 monthly installments

$ 2,129

5.00%

Schedule of Stock Option Activity

Jun. 01, 2024

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Shareholders’ Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

The information below summarizes the stock options:

Schedule of Stock Option Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2021		12,235		$	96.90		3.58
Granted		-			-		-
Exercised		-			-		-
Cancelled		(1,020	)		97.80		1.65
Outstanding at December 31, 2022		11,216		$	96.90		3.75
Granted		-			-		-
Exercised		-			-		-
Cancelled		(9,904	)		92.40		2.77
Outstanding at December 31, 2023		1,312		$	118.33		1.35

Schedule of Restricted Stock Units

	Number of Shares			Weighted Average Grant Date Fair Value

Outstanding at December 31, 2021		8,692		$	60.06
Granted		30,400			15.3
Vested		(14,896	)		28.8
Cancelled		(167	)		13.2
Outstanding at December 31, 2022		24,029		$	23.4
Granted		10,000			4.29
Vested		(10,000	)		4.29
Cancelled		(24,029	)		23.4
Outstanding at December 31, 2023		-		$	-

SCHEDULE OF WARRANTS

	Number of Warrants		Weighted Average Exercise Price Per Share

December 31, 2021		54,284	$	150.00
Granted		344,298		28.50
December 31, 2022		398,582		45.05
Granted		2,075,702		1.84
December 31, 2023		2,474,284	$	8.80

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following at December 31:

Schedule of Accounts Receivable

	2023*			2022*

Accounts receivable, net of contractual adjustments	$	439,298		$	3,044,718
Less: allowance for doubtful accounts		(439,298	)		(163,479	)
Accounts receivable, net	$	-		$	2,881,239

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Basis of Presentation – Discontinued Operations

Basis of Presentation – Discontinued Operations

In accordance with ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the Company’s component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations.

In 2023, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. As of December 31, 2023, all locations had been closed and all assets had been sold. The major classes of assets and liabilities of discontinued operations on the consolidated balance sheet are as follows:

	2023		2022
	December 31,
	2023		2022
Assets
Accounts receivable, net	$	-	$	2,881,239
Other current assets		1,028		176,265
Property and equipment, net		762		1,579,327
Intangible assets, net		-		1,121,707
Other assets		95,040		3,920,839
Net assets from discontinued operations	$	96,830	$	9,679,377

Liabilities
Accounts payable and accrued expenses	$	860,221	$	1,134,099
Patient deposits		-		241,666
Other current liabilities		108,088		1,439,571
Other liabilities		344,402		2,716,519
Net liabilities from discontinued operations	$	1,312,711	$	5,531,855

The following table shows the results of loss from discontinued operations:

	2023			2022
	December 31,
	2023			2022
Patient revenues, net	$	5,197,352		$	16,186,256

Operating expenses		6,498,928			18,710,263
Other expenses		1,641,651			3,957,812
Total costs and expenses		8,140,579			22,668,075

Loss from discontinued operations, net of income taxes	$	(2,943,227	)	$	(6,481,819	)

Principles of Consolidation

Principles of Consolidation

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

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

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related to contractual insurance adjustments on revenues and provisions for doubtful accounts, impairment of long-lived assets including intangible assets, valuation of loans receivable and valuation of stock-based compensation. 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 retrospectively reclassified certain amounts in 2022 to present as discontinued operations.

Revenue Recognition

Revenue Recognition

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

The Company recognized 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 were four membership plans offered with different levels of service for each plan. The Company recognized 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.

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

Other management service fees are derived from management services where the Company provided billings and collections support to the clinics and where management services were 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 recognized other management service revenue in the period in which services were 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 were derived from patient payments in advance of services delivered. Our service lines included 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 were accounted for as patient deposits until the procedures were performed at which point the patient deposit was recognized as patient service revenue.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Variable Interest Entities

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 entered 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 provided, on an exclusive basis, all non-clinical services of the practice.

The consolidated financial statements include the accounts of variable interest entities (“VIE”) in which the Company is the primary beneficiary under the provisions of the FASB Accounting Standards Codification 810, “Consolidation”. The Company has the power to direct the activities that most significantly impact a VIE’s economic performance. Additionally, the Company would absorb the substantially all of the expected losses from any of these entities should such expected losses occur. As of December 31, 2023 and 2022, the Company’s consolidated VIE’s include 12 PCs and 13 PCs respectively.

The total assets (excluding goodwill and intangible assets, net) of the consolidated VIEs included in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, were approximately ($3.9) million and $1.8 million respectively, and the total liabilities of the consolidated VIEs were approximately $0.2 million and $0.5 million, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022.

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 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 consolidated 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 consolidated financial statements.

The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows:

	December 31, 2023			December 31, 2022
Beginning balance	$	163,479		$	80,979
Bad debt expense		431,671			82,500
Write-offs		(155,852	)		-
Ending balance	$	439,298	*	$	163,479	*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Note Receivable

Note Receivable

Note Receivable is 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. 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 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 December 31, 2023 was approximately $0.7 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 in 2023) given the current financial position of THER and their perceived lack of ability to re-pay these notes as of December 31, 2023.

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. An impairment loss of $0.06 million was recorded in January 2023 related to the sale of Louisiana. An impairment loss of $0.06 million was recorded in February 2023 related to the sale of BackSpace. An impairment loss of $0.27 million was recorded in April 2023 related to the Illinois asset sale. An impairment loss of $0.613 million was recorded in October 2023 related to our Kentucky asset sale. An impairment loss of $0.24 million was recorded in December 2023 related to the Company’s investigational new drug. In March 2022 the Company decided to close a clinic in Florida with a total intangible carrying amount of approximately $34,000, which was written off as impaired. As a result, the Company recorded a noncash impairment loss for this amount during the three months ended March 31, 2022. Due to a significant drop in share price in the three months ended September 30, 2022, the Company determined that a triggering event occurred. It was determined that there was an impairment loss of $2,128,000 on the IMAC Illinois MSA and $1,672,000 on the IMAC Kentucky MSA. In the three months ended December 31, 2022, the Company recorded an impairment loss of $1,000 on the IMAC Florida MSA. An impairment loss of $0.12 million and $0.03 million was charged to discontinued operations for the years ended December 31, 2023 and 2022. The remaining impairment loss was charged to continuing operations.

Goodwill

Goodwill

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

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

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

The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2022 the Company elected not to perform a qualitative impairment test and instead went straight to a quantitative assessment. As a result, the Company concluded that it was more-likely-than-not that the carrying value would be greater than the estimated fair value as of December 31, 2022. In addition, given the lack of viable long-term solvency it was determined that it was appropriate to fully impair goodwill. A goodwill impairment loss of $4.5 million was recorded as of December 31, 2022.

Long-Lived Assets

Long-Lived Assets

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

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

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

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 $7,732 and $74,011* for the years ended December 31, 2023 and 2022, respectively.

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

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. Dilutive shares not included in the computation of dilutive loss per share because the effect would be anti-dilutive due to the Company’s net loss were as follows:

Schedule of Net Loss Per Share


	December 31,
	2023		2022

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,474,284		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Net loss		4,948,422		433,827

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.

Intangibles Assets and Goodwill

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022:

December 31, 2023

Estimated

Accumulated
Amortization and

Useful Life

Cost

Impairment

Net

Intangible assets:

Management service agreements

10 years

Non-compete agreements

3 years

Intellectual property agreements

2 years

Brand development

15 years

Definite lived assets

Research and development

Goodwill

Total intangible assets and goodwill

		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 October 2023, the Company executed an agreement to sell all the assets of the Kentucky Market which has a total intangible carrying amount of approximately $614,000 which was written off as impaired.

In December, 2023, the Company determined that the intangible asset for the investigational new drug which had a total intangible carrying amount of approximately $244,000 was impaired and was written off.

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, 2023, the Company closed or sold all locations. 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 at December 31, 2023. An intangible impairment loss of approximately $1.2 million was recorded in 2023.

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

Amortization expense was $121,135 and $759,250* for the years ended December 31, 2023 and 2022, respectively.

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Intangibles Assets and Goodwill (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 31, 2023

Feb. 28, 2023

Jan. 31, 2023

Sep. 30, 2022

Sep. 20, 2022

Dec. 31, 2023

Dec. 31, 2022

Oct. 31, 2023

Apr. 01, 2023

Mar. 31, 2022

$ 120,000

$ 30,000.00

Amortization of intangible assets

1,365,457

^[1]

$ 34,000

Goodwill impairment loss

1,200,000

4,500,000

121,135

$ 759,250

^[2]

Investigational New Drug [Member]

$ 244,000

KENTUCKY

$ 614,000

FLORIDA

Louisiana Market [Member]

$ 34,000

Back Space Retail Clinics [Member]

$ 61,000

$ 60,000

Ricardo Knight [Member]

IMAC Illinois MSA [Member]

$ 265,000

IMAC Kentucky MSA [Member]

$ 2,128,000

$ 1,672,000

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.
[2]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Net Loss Per Share (Details) - USD ($)	12 Months Ended
Schedule of Net Loss Per Share (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ 4,948,422	$ 433,827
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	1,312	11,216
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss		24,029
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	2,474,284	398,582
Preferred Stock B1 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	1,437,500
Preferred Stock B2 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ 1,035,326

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation – Discontinued Operations

	2023		2022
	December 31,
	2023		2022
Assets
Accounts receivable, net	$	-	$	2,881,239
Other current assets		1,028		176,265
Property and equipment, net		762		1,579,327
Intangible assets, net		-		1,121,707
Other assets		95,040		3,920,839
Net assets from discontinued operations	$	96,830	$	9,679,377

Liabilities
Accounts payable and accrued expenses	$	860,221	$	1,134,099
Patient deposits		-		241,666
Other current liabilities		108,088		1,439,571
Other liabilities		344,402		2,716,519
Net liabilities from discontinued operations	$	1,312,711	$	5,531,855

The following table shows the results of loss from discontinued operations:

	2023			2022
	December 31,
	2023			2022
Patient revenues, net	$	5,197,352		$	16,186,256

Operating expenses		6,498,928			18,710,263
Other expenses		1,641,651			3,957,812
Total costs and expenses		8,140,579			22,668,075

Loss from discontinued operations, net of income taxes	$	(2,943,227	)	$	(6,481,819	)

Principles of Consolidation

Use of Estimates

Reclassifications

Revenue Recognition

Patient Deposits

Fair Value of Financial Instruments

Variable Interest Entities

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022.

Accounts Receivable

Allowance for Contractual, Other Discounts and Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the year ended December 31, 2023 and 2022 was as follows:

	December 31, 2023			December 31, 2022
Beginning balance	$	163,479		$	80,979
Bad debt expense		431,671			82,500
Write-offs		(155,852	)		-
Ending balance	$	439,298	*	$	163,479	*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Note Receivable

Property and Equipment

Intangible Assets

Goodwill

Long-Lived Assets

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

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

Advertising and Marketing

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Net Loss Per Share

Schedule of Net Loss Per Share


	December 31,
	2023		2022

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,474,284		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Net loss		4,948,422		433,827

Income Taxes

Accounts Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Accounts Receivable

Note 5 – Accounts Receivable

Accounts receivable consisted of the following at December 31:

Schedule of Accounts Receivable

	2023*			2022*

Accounts receivable, net of contractual adjustments	$	439,298		$	3,044,718
Less: allowance for doubtful accounts		(439,298	)		(163,479	)
Accounts receivable, net	$	-		$	2,881,239

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (9,418,585)	$ (18,312,806)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	403,593	1,626,614
Share based compensation	83,031	444,503
Loss on disposition of assets	1,475,289	98,116
Loss on impairment	3,519,322	8,333,687
Bad debt expense	431,671	82,500
Gain on extinguishment of debt	(94,346)
Changes in operating assets and liabilities:
Accounts receivable, net	1,449,569	(1,754,406)
Other assets	265,553	180,178
Deferred compensation	196,121
Security deposits	205,389	56,620
Liability to issue common stock	(329,855)
Right of use/lease liability	(346,770)	(149,631)
Accounts payable and accrued expenses	(388,467)	(820,592)
Patient deposits	(241,666)	(79,251)
Net cash used in operating activities	(2,790,151)	(10,294,468)
Cash flows from investing activities:
Purchase of property and equipment		(331,382)
Note receivable	(3,000,000)
Proceeds from sale of practices	224,700
Proceeds from sale of property and equipment	1,000,000	71,400
Net cash used in investing activities	(1,775,300)	(259,982)
Cash flows from financing activities:
Proceeds from issuance of common stock	16,650	4,472,219
Proceeds from issuance of preferred stock, net of offering costs	4,045,000
Payments on notes payable	(10,350)	(254,488)
Payments on finance lease obligation	(27,549)	(19,050)
Net cash from financing activities	4,023,751	4,198,681
Net (decrease) in cash	(541,700)	(6,355,769)
Cash, beginning of year	763,211	7,118,980
Cash, end of year	221,511	763,211
Supplemental cash flow information:
Interest paid	129,981	14,191
Income Tax
Non-cash investing and financing activities:
Accrued dividends	$ 130,000

Intangibles Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022:

December 31, 2023

Estimated

Accumulated
Amortization and

Useful Life

Cost

Impairment

Net

Intangible assets:

Management service agreements

10 years

Non-compete agreements

3 years

Intellectual property agreements

2 years

Brand development

15 years

Definite lived assets

Research and development

Goodwill

Total intangible assets and goodwill

		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

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Operating Leases

Schedule of Operating Lease Cost

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

Schedule of Operating Lease Cost

Year Ended

December 31,
2023

Year Ended

December 31,
2022*

Operating lease expense

933,085

1,622,466

Schedule of Future Minimum Lease Payments

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

	Operating Leases

Undiscounted future minimum lease payments:
2024	$	134,567
2025		138,104
2026		95,171
2027		73,823
2028		73,823
Thereafter		7,868
Total		523,356
Amount representing imputed interest		(72,591	)
Total operating lease liability		450,765
Current portion of operating lease liability		(106,363	)
Operating lease liability, non-current	$	344,402	*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Schedule of Concentration Risk (Details) - Medicare Payments [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	24.00%	32.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	0.00%	18.00%

Schedule of Property and Equipment (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Total property and equipment

^[1]

$ 762

$ 5,053,769

Less: accumulated depreciation

^[1]

(3,476,977)

Property and equipment, excluding construction in progress

^[1]

762

1,576,792

Construction in progress

^[1]

7,922

Total property and equipment, net

^[1]

762

1,584,714

Leasehold Improvements [Member]

Total property and equipment

^[1]

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]

Total property and equipment

^[1]

$ 762

$ 2,820,166

Equipment [Member] | Minimum [Member]

Equipment [Member] | Maximum [Member]

Estimated useful life

1 year 6 months

Concentration of Credit Risks

Estimated useful life

10 years

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Consolidated Statement Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance, value at Dec. 31, 2021		$ 874	$ 46,159,121	$ (28,206,934)	$ 17,953,061
Balance, shares at Dec. 31, 2021		873,939
Issuance of common stock for cash		$ 224	4,915,707		4,915,931
Issuance of common stock, shares		223,904
Issuance of employee stock options			95,070		95,070
Net loss				(18,312,806)	(18,312,806)
Balance, value at Dec. 31, 2022		$ 1,098	51,169,898	(46,519,740)	4,651,256
Balance, shares at Dec. 31, 2022		1,097,843
Issuance of common stock for cash		$ 3	16,647		16,650
Issuance of common stock, shares		2,725
Issuance of employee stock options			40,131		40,131
Net loss				(9,418,585)	(9,418,585)
Issuance of fractional shares with reverse stock split		$ 38	(38)
Issuance of fractional shares with reverse stock split, shares		37,753
Issuance of RSU’s for service		$ 10	42,890		42,900
Issuance of RSUs for service, shares		10,000
Issuance of preferred stock  net of issuance costs	$ 5		4,044,996		4,045,001
Issuance of preferred stock, shares	4,550
Dividends declared			(130,000)		(130,000)
Balance, value at Dec. 31, 2023	$ 5	$ 1,149	$ 55,184,524	$ (55,938,325)	$ (752,647)
Balance, shares at Dec. 31, 2023	4,550	1,148,321

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accounts receivable, net		$ 2,881,239
Other current assets	1,028	176,265
Property and equipment, net	762	1,579,327
Intangible assets, net		1,121,707
Other assets	95,040	3,920,839
Net assets from discontinued operations	96,830	9,679,377
Accounts payable and accrued expenses	860,221	1,134,099
Patient deposits		241,666
Other current liabilities	108,088	1,439,571
Other liabilities	344,402	2,716,519
Net liabilities from discontinued operations	1,312,711	5,531,855
Patient revenues, net	5,197,352	16,186,256
Operating expenses	6,498,928	18,710,263
Other expenses	1,641,651	3,957,812
Total costs and expenses	8,140,579	22,668,075
Loss from discontinued operations, net of income taxes	$ (2,943,227)	$ (6,481,819)

Retirement Plan

12 Months Ended

Dec. 31, 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 is required to make matching contributions of 100% up to 3% and 50% of the next 2% of total compensation for those employees making salary deferrals. The Company made contributions of $39,192 and $134,534 during 2023 and 2022, respectively. The Company terminated the matching contributions during 2023.

Schedule of Operating Lease Cost (Details) - USD ($)	12 Months Ended
Schedule of Operating Lease Cost (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Leases
Operating lease expense	$ 933,085	$ 1,622,466

Concentration of Credit Risks

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

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. No amounts were in excess of FDIC limits at December 31, 2023.

Revenue and Accounts Receivable Concentration

As of December 31, 2023 and 2022, the Company had discontinued operations revenue and accounts receivable concentration related to payments from Medicare as outlined in the table below:

Schedule of Concentration Risk

	2023						2022
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable

Medicare payments		24	%		0	%		32	%		18	%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at December 31:

Schedule of Property and Equipment

	Estimated
	Useful Life in Years	2023*		2022*

Leasehold improvements	Shorter of asset or lease term	$	-	$	2,233,603
Equipment	1.5 – 10		762		2,820,166
Total property and equipment			762		5,053,769

Less: accumulated depreciation			-		(3,476,977	)
			762		1,576,792

Construction in progress			-		7,922
Total property and equipment, net		$	762	$	1,584,714

Depreciation was $282,458 and $867,364* for the years ended December 31, 2023 and 2022, respectively.*

*	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Apr. 16, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BACK
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float				$ 3.3
Entity Common Stock, Shares Outstanding			1,148,321
Documents Incorporated by Reference	None.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	106	677
Auditor Name	SALBERG & COMPANY, P.A	Cherry Bekaert LLP
Auditor Location	Boca Raton, Florida	Nashville, Tennessee

SCHEDULE OF WARRANTS (Details) - $ / shares	12 Months Ended
SCHEDULE OF WARRANTS (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of warrants outstanding beginning	398,582	54,284
Weighted average exercise price per share outstanding beginning	$ 45.05	$ 150.00
Number of warrants granted	2,075,702	344,298
Weighted average exercise price per share granted	$ 1.84	$ 28.50
Number of warrants outstanding ending	2,474,284	398,582
Weighted average exercise price per share outstanding ending	$ 8.80	$ 45.05

Shareholders’ Equity (Deficit) (Details Narrative) - USD ($)								12 Months Ended
	Dec. 20, 2023	Sep. 07, 2023	Jul. 25, 2023	May 19, 2023	Oct. 15, 2022	Aug. 16, 2022	Feb. 21, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 27, 2023	Jul. 31, 2023	Jan. 31, 2023	Aug. 31, 2022	Jul. 06, 2022	Jul. 05, 2022	May 31, 2018
Class of Stock [Line Items]
Reverse stock split		30-for-1
Common stock, par value		$ 0.001						$ 0.001	$ 0.001
Number of shares granted								10,000	30,400
Fair value of grant date stock price				$ 42,900
Preferred Stock, stated value								$ 0.001	$ 0.001
Proceeds from issuance of stock								$ 4,045,000
Common stock, shares authorized								2,000,000	2,000,000					60,000,000	30,000.00
Common stock, shares issued								1,148,321	1,100,592			2,725
Cash												$ 16,650
Common Stock, Value, Issued								$ 1,149	$ 1,098
Common Stock [Member]
Class of Stock [Line Items]
Issuance of common stock, shares								2,725	223,904
Issuance of warrants													344,298
Preferred Stock [Member]
Class of Stock [Line Items]
Issuance of warrants											2,075,702
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Issuance of warrants			2,075,702
Proceeds from issuance of stock			$ 4,300,000
Convertible preferred stock 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								$ 130,000
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
Letter Agreement [Member] \| Series A-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock	$ 250,000
Offering expenses	$ 25,000
Letter Agreement [Member] \| Series B One And B Two Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock conversion price	$ 1.84
Letter Agreement [Member] \| Series B One Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock conversion of shares	1,437,500
Letter Agreement [Member] \| Series B Two Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock conversion of shares	1,035,326
Executive [Member] \| Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Number of shares granted							3,333
Board of Directors Chairman [Member]
Class of Stock [Line Items]
Common stock, par value										$ 4.29
Common stock, shares issued										10,000
Common Stock, Value, Issued										$ 42,900
Board of Directors Chairman [Member] \| Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Number of shares granted				10,000	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]
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																2,000,000

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Reserves & allowances	$ 108,584	$ 20,738
Charitable contribution carry-forward	2,895	3,000
Net operating loss carry-forward – federal	9,524,275	7,778,105
Net operating loss carry-forward – state	2,194,071	2,294,317
Amortization	2,014,677	2,029,833
Non-qualified stock options	430,577	459,093
Total deferred tax assets	14,275,079	12,585,086
Deferred tax liabilities:
Depreciation	(2,813)	(2,914)
Amortization
Total deferred tax liabilities	(2,813)	(2,914)
Less valuation allowance	(14,272,266)	(12,582,172)
Total net deferred tax assets

Schedule of Restricted Stock Units (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Shares Outstanding, Beginning balance	24,029	8,692
Weighted Average Grant Date Fair Value, beginning balance	$ 23.4	$ 60.06
Number of Shares Outstanding, Beginning balance	10,000	30,400
Weighted Average Grant Date Fair Value, Granted	$ 4.29	$ 15.3
Number of Shares Outstanding, Beginning balance	(10,000)	(14,896)
Weighted Average Grant Date Fair Value, Vested	$ 4.29	$ 28.8
Number of Shares Outstanding, Beginning balance	(24,029)	(167)
Weighted Average Grant Date Fair Value, Cancelled	$ 23.4	$ 13.2
Number of Shares Outstanding, Beginning balance		24,029
Weighted Average Grant Date Fair Value, Ending balance		$ 23.4

Schedule of Notes Payable (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

^[1]

Oct. 29, 2022

Sep. 25, 2019

Mar. 01, 2019

Nov. 15, 2017

Aug. 01, 2016

Notes payable, net of current portion

$ 104,696

Less: current portion:

(51,657)

53,039

Notes Payable One [Member] | Financial Institution [Member]

Notes Payable Two [Member] | Financial Institution [Member]

13,093

$ 200,000

Notes Payable Three [Member] | Advantage Therapy, LLC [Member]

54,763

$ 131,400

Notes Payable Four [Member] | Financial Institution [Member]

36,840

$ 112,800

Notes Payable Five [Member]

$ 140,000

$ 2,690,000

[1]	As discussed in Note 1, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. See Note 2 for the resulting impact on this previous disclosed amount.

Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
[custom:WorkingCapital-0]	$ 800,000
Net Income (Loss) Attributable to Parent	9,418,585	$ 18,312,806
Net cash provided by used in operating activities	$ 2,790,151	$ 10,294,468

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

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1