0001493152-24-019793 | 10-Q | XBRL Viewer

Bad debt expense (recovery)

Beginning balance

$ 439,298

^[1]

$ 163,479

(45,472)

$ 5,000

431,671

Write-offs

(155,852)

Ending balance

^[1]

$ 393,826

$ 439,298

[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.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation – Interim Financial Statements

The unaudited consolidated financial statements for the three months ended March 31, 2024 and 2023 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position, results of operations, and cash flows as of March 31, 2024 and 2023, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Accordingly, the unaudited consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of our financial position and results of operations and should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on April 16, 2024.

Basis of Presentation – Discontinued Operations

ASC 205-20 “Discontinued Operations” requires 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 March 31, 2024 and 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:

	March 31,		December 31,
	2024		2023
	(unaudited)
Assets
Accounts receivable, net	$	-	$	-
Other current assets		1,028		1,028
Property and equipment, net		-		762
Other assets		95,040		95,040
Net assets from discontinued operations	$	96,068	$	96,830

Liabilities
Accounts payable and accrued expenses	$	861,352	$	860,221
Other current liabilities		136,155		108,088
Other liabilities		316,004		344,402
Net liabilities from discontinued operations	$	1,313,511	$	1,312,711

The following table shows the unaudited results of income (loss) from discontinued operations:

	2024			2023
	March 31,
	2024			2023
Patient revenues, net	$	-		$	2,093,362

Operating expenses (recovery)		(41,790	)		3,052,371
Other expenses		110			1,442,782
Total (recovery) costs and expenses		(41,680	)		4,495,153

Income (loss) from discontinued operations, net of income taxes	$	41,680		$	(2,401,791	)

Principles of Consolidation

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

The accompanying 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

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

Certain prior period 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 2023 to present as discontinued operations.

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 an 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 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

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

Variable Interest Entities

Certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medical care by exercising control over clinical decisions by doctors. In states which prohibit the corporate practice of medicine, the Company 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 March 31, 2024 and December 31, 2023, the Company’s consolidated VIE’s include 12 PCs.

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 March 31, 2024 and December 31, 2023.

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

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 three months ended March 31, 2024 and year ended December 31, 2023 was as follows:

	March 31, 2024			December 31, 2023
Beginning balance	$	439,298		$	163,479
Bad debt expense (recovery)		(45,472	)		431,671
Write-offs		-			(155,852	)
Ending balance	$	393,826	*	$	439,298	*

*	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 consists of a subordinated promissory note and a convertible promissory note that the Company’s merger partner, Theralink Technologies, Inc. (“THER”) entered into during July of 2023 and August of 2023, respectively. 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 March 31, 2024 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 March 31, 2024.

Property and Equipment

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

Intangible Assets

The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. 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 and $0.12 million was charged to discontinued operations for the three months ended March 31, 2024 and 2023, respectively.

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

The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $0 and $7,732* for the three months ended March 31, 2024 and 2023, 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

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

	2023		2022
	March 31,
	2024		2023

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,247,852		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Anti-dilutive shares		4,721,990		433,827

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.

Schedule of Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Shares Outstanding, beginning balance	1,312	11,216
Weighted Average Exercise Price Outstanding, beginning balance	$ 118.33	$ 96.90
Weighted Average Remaining Contractual Life, Outstanding	1 year	1 year 4 months 6 days	3 years 9 months
Number of Shares, Cancelled		(9,904)
Weighted Average Exercise Price, Cancelled		$ 92.40
Weighted Average Remaining Contractual Life, Cancelled		2 years 9 months 7 days
Number of Shares Outstanding, ending balance	1,312	1,312	11,216
Weighted Average Exercise Price Outstanding, ending balance	$ 118.33	$ 118.33	$ 96.90

Capital Requirements, Liquidity and Going Concern Considerations

3 Months Ended

Mar. 31, 2024

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 ($1.2) million at March 31, 2024. The Company had a net loss of approximately $0.4 million for the three months ended March 31, 2024, and used cash in operations of approximately $0.2 million for the three months ended March 31, 2024. 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 13). 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.

Stockholders’ Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Stock Option Activity

The information below summarizes the stock options:

Schedule of Stock Option Activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life

Outstanding at December 31, 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
Outstanding at March 31, 2024		1,312		$	118.33		1.00

Schedule of Restricted Stock Units

	Number of Shares			Weighted Average Grant Date Fair Value

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		-		$	-
		-			-
Outstanding at March 31, 2024		-		$	-

Schedule of Warrants

	Number of Warrants			Weighted Average Exercise Price Per Share

December 31, 2022		398,582			45.05
Granted		2,075,702			1.84
December 31, 2023		2,474,284		$	8.80
Expired		(226,433	)		57.63
March 31, 2024		2,247,852		$	5.21

Subsequent Events (Details Narrative) - USD ($)	Apr. 11, 2024	Apr. 10, 2024	May 01, 2024	Apr. 30, 2024	Apr. 12, 2024	Mar. 31, 2024	Dec. 31, 2023	Jul. 31, 2023	Jul. 25, 2023
Subsequent Event [Line Items]
Preferred stock, par value						$ 0.001	$ 0.001
Warrants issued								2,075,702
Preferred stock, shares authorized						5,000,000	5,000,000
Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Exercise price									$ 3.276
Subsequent Event [Member] \| Exchange Agreement [Member] \| New Warrants [Member]
Subsequent Event [Line Items]
Exercise price	$ 2.561
Subsequent Event [Member] \| Exchange Agreement [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Exercise price	$ 1.84
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| PIPE Warrants [Member]
Subsequent Event [Line Items]
Exercise price		$ 2.561
Warrants issued		498,243
Settlement and release payment		$ 376,000
Proceeds from issuance of warrants		$ 900,000
Subsequent Event [Member] \| Theralink Credit Agreement [Member] \| Term Loans [Member]
Subsequent Event [Line Items]
Maximum borrowing amount	$ 1,000,000
Principal amount outstanding					$ 350,000
Maturity date	Oct. 12, 2024
Interest rate for paid in cash	9.00%
Interest rate for paid in kind	11.00%
Subsequent Event [Member] \| Series B-1 Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value		$ 0.001
Subsequent Event [Member] \| Series B-2 Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value		$ 0.001
Subsequent Event [Member] \| Series B Preferred Stock [Member] \| Exchange Agreement [Member]
Subsequent Event [Line Items]
Number of shares converted	4,550
Conversion price	$ 1.84
Subsequent Event [Member] \| Series C1 Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, shares authorized		4,750
Subsequent Event [Member] \| Series C1 Convertible Preferred Stock [Member] \| Exchange Agreement [Member]
Subsequent Event [Line Items]
Preferred stock, par value	0.001
Conversion price	$ 2.561
Number of shares issued upon conversion	4,750
Subsequent Event [Member] \| Series C1 Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of shares sold, value		$ 1,276,000
Subsequent Event [Member] \| Series C2 Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, shares authorized		5,376
Subsequent Event [Member] \| Series C2 Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of shares sold, shares		1,276
Share price		$ 1,000
Subsequent Event [Member] \| Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Conversion price		$ 2.561
Preferred stock, stated value		$ 1,000
Liquidation preference, description		(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.
Preferred stock, dividend rate per annum		10.00%
Preferred stock conversion, description		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
Preferred stock, redemption terms		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
Preferred stock, 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)
Subsequent Event [Member] \| Series C Preferred Stock [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Share price		$ 2.561
Subsequent Event [Member] \| Series D Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value				$ 0.001
Subsequent Event [Member] \| Series D Preferred Stock [Member]
Subsequent Event [Line Items]
Principal amount outstanding				$ 16,221,873.89
Outstanding notes percentage				74.01%
Subsequent Event [Member] \| Series E Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, par value			$ 0.001
Principal amount			$ 3,000,000

Intangibles Assets and Goodwill

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023:

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.

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. There was no goodwill or intangible assets at March 31, 2024.

Amortization was $0 and $44,352* for the three months ended March 31, 2024 and 2023, 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 Warrants (Details) - $ / shares	3 Months Ended	12 Months Ended
Schedule of Warrants (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of Warrants, outstanding beginning	2,474,284	398,582
Weighted Average Exercise Price Per Share, outstanding beginning	$ 8.80	$ 45.05
Number of warrants, Granted		2,075,702
Weighted Average Exercise Price Per Share, Granted		$ 1.84
Number of warrants, Expired		(226,433)
Weighted Average Exercise Price Per Share, Expired	$ 57.63
Number of Warrants, outstanding ending	2,247,852	2,474,284
Weighted Average Exercise Price Per Share, outstanding ending	$ 5.21	$ 8.80

Retirement Plan (Details Narrative) - 401 (k) Plan [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Contributions description	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.
Employer contribution	$ 0	$ 26,823

Capital Requirements, Liquidity and Going Concern Considerations (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ (1,200,000)
Net loss	407,219	$ 3,698,653
Cash used in operations	$ 202,252	$ 1,417,578

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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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 14: 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 15: 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 16: 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 17: 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/1943274/2147479168/946-830-55-10

Reference 18: 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/1943274/2147479105/946-220-45-7

Reference 19: 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/1943274/2147477250/944-220-S99-1

Reference 20: 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/1943274/2147479134/946-220-S99-1

Reference 21: 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/1943274/2147479134/946-220-S99-3

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)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: 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 24: 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 25: 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 26: 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 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)(i))
-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)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: 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 30: 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 31: 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 32: 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 33: 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 34: 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 35: 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 36: 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 37: 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/1943274/2147478524/942-220-S99-1

Stockholders’ Equity (Deficit)

Operating Leases

3 Months Ended

Mar. 31, 2024

Operating Leases

Operating Leases

Note 8 – Operating Leases

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

Discount Rate Applied to Operating Leases

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

The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate of leases added as of March 31, 2024 and December 31, 2023, the Company used a weighted average interest rate.

Total operating lease cost

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

Schedule of Operating Lease Cost

Three Months

Ended

March 31, 2024

Three Months

Ended

March 31, 2023

Operating lease expense

464,230

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

Maturity of operating leases

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

	Operating Leases
	(Unaudited)
Undiscounted future minimum lease payments:
2024 (nine months)	$	117,758
2025		138,104
2026		95,171
2027		73,823
2028		75,397
Thereafter		6,294
Total		506,547
Amount representing imputed interest		(55,782	)
Total operating lease liability		450,765
Current portion of operating lease liability		(134,761	)
Operating lease liability, non-current	$	316,004	*

*	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.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (407,219)	$ (3,698,653)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		189,824
Share based compensation, net		85,891
Loss on disposition or impairment of assets		1,441,012
Bad debt expense (recovery)	(45,472)	5,000	$ 431,671
Changes in operating assets and liabilities:
Accounts receivable	45,472	184,568
Other assets	28,535	170,371
Security deposits		53,721
Right of use lease liability		(47,108)
Accounts payable and accrued expenses	176,432	234,103
Patient deposits		(36,307)
Net cash used in operating activities	(202,252)	(1,417,578)
Cash flows from investing activities:
Proceeds from sale of Louisiana Orthopedic operations		1,050,000
Net cash used in investing activities		1,050,000
Cash flows from financing activities:
Proceeds from issuance of common stock		16,650
Payments on notes payable		(17,285)
Payments on finance lease obligation	(1,724)	(4,894)
Net cash used in financing activities	(1,724)	(5,529)
Net decrease in cash	(203,976)	(373,107)
Cash, beginning of period	221,511	763,211	763,211
Cash, end of period	17,535	390,104	$ 221,511
Supplemental cash flow information:
Interest paid	40,583	2,470
Income tax
Non-cash investing and financial activities:
Accrued dividends	$ 79,365

Stockholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Note 9 – Stockholders’ Equity (Deficit)

Reverse Stock Split

Effective on September 7, 2023, the Company implemented a 1-for-30 reverse stock split of the issued and outstanding shares of our common stock, par value $0.001 per share (the “common stock”). Under the reverse split, every thirty shares of outstanding shares issued and outstanding were automatically converted into one share of common stock. Except as otherwise indicated, all information in the accompanying consolidated financial statements and footnotes concerning share and per share data reflects the retroactive effect of the 1-for-30 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 the three months ended March 31, 2024 and the year ended December 31, 2023, 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, 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
Outstanding at March 31, 2024		1,312		$	118.33		1.00

Restricted Stock Units

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, 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		-		$	-
		-			-
Outstanding at March 31, 2024		-		$	-

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 March 31, 2024 and December 31, 2023 dividends of approximately $209,365 and $130,000, respectively 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 13).

Common Stock

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 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, 2022		398,582			45.05
Granted		2,075,702			1.84
December 31, 2023		2,474,284		$	8.80
Expired		(226,433	)		57.63
March 31, 2024		2,247,852		$	5.21

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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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

Accounts receivable, net of contractual adjustments

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

Mar. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Receivables [Abstract]

^[1]

$ 393,826

$ 439,298

Less: allowance for doubtful accounts

(393,826)

^[2]

(439,298)

^[2]

$ (163,479)

Accounts receivable, net

^[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.
[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.

Concentration of Credit Risks

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Concentration of Credit Risks

Note 4 – Concentration of Credit Risks

Cash

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

Revenue and Accounts Receivable

As of March 31, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	March 31, 2024						December 31, 2023
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable
	(Unaudited)
Medicare payment		0	%		0	%		24	%		0	%

Schedule of Future Minimum Lease Payments (Details)

Mar. 31, 2024

USD ($)

$ 117,758

138,104

95,171

73,823

75,397

6,294

506,547

Amount representing imputed interest

(55,782)

Total operating lease liability

450,765

Current portion of operating lease liability

(134,761)

Operating lease liability, non-current

$ 316,004

^[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.

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
Income Taxes (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)
Unrecognized tax benefits	$ 0

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: 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 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Schedule of Operating Lease Cost

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2024

Operating Leases

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

Schedule of Operating Lease Cost

Three Months

Ended

March 31, 2024

Three Months

Ended

March 31, 2023

Operating lease expense

464,230

Schedule of Future Minimum Lease Payments

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

	Operating Leases
	(Unaudited)
Undiscounted future minimum lease payments:
2024 (nine months)	$	117,758
2025		138,104
2026		95,171
2027		73,823
2028		75,397
Thereafter		6,294
Total		506,547
Amount representing imputed interest		(55,782	)
Total operating lease liability		450,765
Current portion of operating lease liability		(134,761	)
Operating lease liability, non-current	$	316,004	*

*	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.

Concentration of Credit Risks (Tables)

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk

As of March 31, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations:

Schedule of Concentration Risk

	March 31, 2024						December 31, 2023
	% of Revenue			% of Accounts Receivable			% of Revenue			% of Accounts Receivable
	(Unaudited)
Medicare payment		0	%		0	%		24	%		0	%

Concentration of Credit Risks (Details Narrative)	Mar. 31, 2024 USD ($)
Risks and Uncertainties [Abstract]
Cash FDIC isured amount	$ 250,000

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 6 – Property and Equipment

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023:

Schedule of Property and Equipment


	Estimated Useful Life in Years	March 31, 2024*		December 31, 2023*
		(Unaudited)
Leasehold improvements	Shorter of asset or lease term	$	-	$	-
Equipment	1.5 - 7		-		762
Total property and equipment			-		762

Less: accumulated depreciation			-		-
			-		762
Construction in progress			-		-
Total property and equipment, net		$	-	$	762

Depreciation was $0 and $145,472 for the three months ended March 31, 2024 and 2023, 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.

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 27, 2023	Dec. 20, 2023	Sep. 07, 2023	Jul. 25, 2023	May 19, 2023	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 31, 2023	May 31, 2018
Class of Stock [Line Items]
Reverse stock split			1-for-30
Common stock, par value			$ 0.001				$ 0.001		$ 0.001
Number of shares granted									10,000
Preferred stock, stated value							$ 0.001		$ 0.001
Issuance of common stock for cash								$ 16,650
Issuance of warrants										2,075,702
At The Market (ATM) Offering [Member]
Class of Stock [Line Items]
Issuance of common stock for cash, shares						2,725
Issuance of common stock for cash						$ 16,650
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Warrants to purchase shares				2,075,702
Proceeds from issuance of equity				$ 4,300,000
Payment of offering expense				$ 480,000
Warrant exercise price				$ 3.276
Warrant term				5 years
Proceeds from offering used for loans				$ 3,000,000.0
Securities Purchase Agreement [Member] \| Series A-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued				2,500
Preferred stock, stated value				$ 1,000
Dividend percentage				12.00%
Number of shares issuable upon conversion				763,126
Conversion price				$ 3.276
Dividends declared and accrued							$ 209,365		$ 130,000
Securities Purchase Agreement [Member] \| Series A-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued				1,800
Preferred stock, stated value				$ 1,000
Number of shares issuable upon conversion				549,451
Conversion price				$ 3.276
Letter Agreement [Member]
Class of Stock [Line Items]
Warrant exercise price		$ 1.84
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-1 and B-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Conversion price		$ 1.84
Letter Agreement [Member] \| Series B-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares issuable upon conversion		1,437,500
Letter Agreement [Member] \| Series B-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares issuable upon conversion		1,035,326
Board of Directors Chairman [Member]
Class of Stock [Line Items]
Common stock, par value	$ 4.29
Number of shares issued	10,000
Value of shares issued	$ 42,900
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Vesting period							4 years
Vesting percent description							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
Restricted Stock Units (RSUs) [Member] \| Board of Directors Chairman [Member]
Class of Stock [Line Items]
Number of shares granted					10,000
Fair value of shares granted					$ 42,900
2018 Incentive Compensation Plan Member [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance											2,000,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Income Statement [Abstract]

Patient revenues, net

Total revenue

Operating expenses:

Salaries and benefits

150,202

637,817

Advertising and marketing

7,732

^[1]

General and administrative

258,428

603,440

Depreciation and amortization

47,177

Loss on disposal or impairment of assets

(148)

Total operating expenses

408,630

1,296,018

Operating loss

(408,630)

(1,296,018)

Other expenses:

Interest income

204

Interest expense

(40,473)

(846)

Total other expenses

(40,269)

(844)

Net loss before income taxes

(448,899)

(1,296,862)

Income taxes

Net loss from continuing operations

(448,899)

(1,296,862)

Income (Loss) from operations of discontinued component

41,680

(960,632)

Income (Loss) on disposal of discontinued operations

(1,441,159)

Income (Loss) on discontinued operations

41,680

(2,401,791)

Net loss

$ (407,219)

$ (3,698,653)

Net loss per share from continuing operations - basic

$ (0.39)

$ (1.18)

Net loss per share from continuing operations - diluted

(0.39)

(1.18)

Income (Loss) per share from discontinued operations - basic

0.040

(2.18)

Income (Loss) per share from discontinued operations - diluted

0.040

(2.18)

Net loss per share - basic

(0.35)

(3.36)

Net loss per share - diluted

$ (0.35)

$ (3.36)

Weighted average common shares outstanding - basic

1,148,321

1,100,439

Weighted average common shares outstanding - diluted

1,148,321

1,100,439

[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 (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023:

Schedule of Property and Equipment


	Estimated Useful Life in Years	March 31, 2024*		December 31, 2023*
		(Unaudited)
Leasehold improvements	Shorter of asset or lease term	$	-	$	-
Equipment	1.5 - 7		-		762
Total property and equipment			-		762

Less: accumulated depreciation			-		-
			-		762
Construction in progress			-		-
Total property and equipment, net		$	-	$	762

Depreciation was $0 and $145,472 for the three months ended March 31, 2024 and 2023, 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.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement

	March 31,		December 31,
	2024		2023
	(unaudited)
Assets
Accounts receivable, net	$	-	$	-
Other current assets		1,028		1,028
Property and equipment, net		-		762
Other assets		95,040		95,040
Net assets from discontinued operations	$	96,068	$	96,830

Liabilities
Accounts payable and accrued expenses	$	861,352	$	860,221
Other current liabilities		136,155		108,088
Other liabilities		316,004		344,402
Net liabilities from discontinued operations	$	1,313,511	$	1,312,711

The following table shows the unaudited results of income (loss) from discontinued operations:

	2024			2023
	March 31,
	2024			2023
Patient revenues, net	$	-		$	2,093,362

Operating expenses (recovery)		(41,790	)		3,052,371
Other expenses		110			1,442,782
Total (recovery) costs and expenses		(41,680	)		4,495,153

Income (loss) from discontinued operations, net of income taxes	$	41,680		$	(2,401,791	)

Schedule of Allowance for Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the three months ended March 31, 2024 and year ended December 31, 2023 was as follows:

	March 31, 2024			December 31, 2023
Beginning balance	$	439,298		$	163,479
Bad debt expense (recovery)		(45,472	)		431,671
Write-offs		-			(155,852	)
Ending balance	$	393,826	*	$	439,298	*

*	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

	2023		2022
	March 31,
	2024		2023

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,247,852		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Anti-dilutive shares		4,721,990		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

Assets of discontinued operations

Schedule of Restricted Stock Units (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of Shares Outstanding, beginning balance		24,029
Weighted Average Grant Date Fair Value, beginning balance		$ 23.4
Number of Shares, Granted		10,000
Weighted Average Grant Date Fair Value, Granted		$ 4.29
Number of Shares, Vested		(10,000)
Weighted Average Grant Date Fair Value, Vested		$ 4.29
Number of Shares, Cancelled		(24,029)
Weighted Average Grant Date Fair Value, Cancelled		$ 23.4
Number of Shares Outstanding, ending balance
Weighted Average Grant Date Fair Value, ending balance

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 0	$ 145,472

Accounts Receivable

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Accounts Receivable

Note 5 – Accounts Receivable

Accounts receivable consisted of the following at March 31, 2024 and December 31, 2023:

Schedule of Accounts Receivable

	March 31, 2024*			December 31, 2023*
	(Unaudited)
Accounts receivable, net of contractual adjustments	$	393,826		$	439,298
Less: allowance for doubtful accounts		(393,826	)		(439,298	)
Accounts receivable, net	$	-		$	-

*	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) - shares	3 Months Ended
Schedule of Net Loss Per Share (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	4,721,990	433,827
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,312	11,216
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares		24,029
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,247,852	398,582
Series B-1 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,437,500
Series B-2 Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,035,326

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 13 - Subsequent Events

As described below 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, 2023.

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 $2.561, 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, 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”).

Series D Preferred Stock; Acquisition of Theralink Debt

On April 30, 2024, the Company entered into securities purchase agreements (each, a “Securities Purchase Agreement”) with various holders (the “Note Holders”) of senior secured convertible debentures (the “Notes”) of Theralink Technologies, Inc. (“Theralink”) for the sale of shares of the Company’s newly created Series D Convertible Preferred Stock, $0.001 par value (the “Series D Preferred Stock”). The consideration paid by the Note Holders will be in the form of all of the Notes held by them, which have an aggregate principal amount outstanding of $16,221,873.89 and which the Note Holders accelerated earlier on April 30, 2024. Upon the consummation of the transactions contemplated by the Securities Purchase Agreement, the Company will be the holder of approximately 74.01% of the outstanding Notes.

The exact number of shares of Series D Preferred Stock to be issued will be determined in accordance with a schedule (the “Table of Allocations”), set forth as Schedule 1(a) of the Purchase Agreement and copied below, of share amounts based on the results of a valuation of Theralink’s assets by an independent appraiser, currently in process. The shares of Series D Preferred Stock will be issued pursuant to a Certificate of Designations to be filed with the Secretary of State of the State of Delaware.

Settlement and Release Agreement; Series E Preferred Stock

On May 1, 2024, the Company entered into a Settlement and Release Agreement with Theralink (the “Settlement Agreement”) pursuant to which the parties agreed to a settlement of the default by Theralink under the previously announced Credit Agreement dated April 11, 2024 between the Company as Lender and Theralink as Borrower (the “Theralink Credit Agreement”). The default is a cross-default triggered by Theralink’s failure to make payments on the Notes, which had been accelerated by the Noteholders on April 30, 2024. The settlement consists of the transfer of all of the assets of Theralink, other than certain excluded assets, and certain liabilities, to the Company in exchange for (i) the forgiveness by the Company of the outstanding amounts due under (a) the Notes to be held by the Company pursuant to the Securities Purchase Agreement, (b) certain other pre-existing notes made by Theralink in favor of the Company, having an aggregate outstanding principal amount of $3,000,000 and (c) the Theralink Credit Agreement and (ii) the issuance to Theralink of the Company’s newly created Series E Convertible Preferred Stock, $0.001 par value (the “Series E Preferred Stock”). In addition, pursuant to the Settlement Agreement, the parties agreed to mutual releases with respect to the outstanding payments being forgiven, the Company and Theralink agreed to terminate the merger agreement between them and withdraw the Registration Statement on Form S-4 related thereto as soon as commercially practicable, and the Company agreed to assume certain liabilities of Theralink and to hire certain of the employees of Theralink.

The exact number of shares of Series E Preferred Stock to be issued will be determined in accordance with the Table of Allocations. It is possible that no shares of Series E Preferred Stock will be issued, depending on the valuation of Theralink’s assets. The shares of Series E Preferred Stock, if any, will be issued pursuant to a Certificate of Designations to be filed with the Secretary of State of the State of Delaware.

All such transactions are expected to be consummated in May 2024 after the valuation is available and evaluated by management and the numbers of Series D Preferred Stock and Series E Preferred Stock are calculated in accordance with the Table of Allocations, set forth as Schedule B of the Settlement Agreement. The Table of Allocations is set forth below.

TABLE OF ALLOCATIONS OF APPRAISED ENTERPRISE VALUE

(1)		(2)		(3)		(4)		(5)
Appraised Enterprise Value		Value Per 1,000 of Secured Indebtedness (including Existing Notes)*		Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)*		Aggregate Value Remaining for Issuer		Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4))
$	0-$9.999 million	$	228		N/A		N/A		N/A
$	10-14.999 million	$	570		N/A		N/A		N/A
$	15-19.999 million	$	798		N/A		N/A		N/A
$	20-24.999 million	$	1,000		N/A		N/A		N/A
$	25-29.999 million	$	1,000	$	1,000	$	1,108,515		4,567
$	30-34.999 million	$	1,000	$	1,000	$	6,108,515		9,567
$	35-39.999 million	$	1,000	$	1,000	$	11,108,515		14,567
$	40-44.999 million	$	1,000	$	1,000	$	16,108,515		19,567
$	45 and above	$	1,000	$	1,000	$	18,608,515		22,067

Termination of Merger Agreement

With the Company already in possession of such assets of Theralink pursuant to the Settlement Agreement, and a merger with Theralink no longer necessary to acquire such assets, on May 6, 2024, the Company, IMAC Merger Sub, Inc. (“Merger Sub”) and Theralink entered into a Termination Agreement, which immediately terminated the Agreement and Plan of Merger, dated May 26, 2023, by and between the Company, Merger Sub and Theralink.

Condensed Consolidated Balance Sheets - USD ($)

Mar. 31, 2024

Dec. 31, 2023

Current assets:

Cash

$ 17,535

$ 221,511

Accounts receivable, net

^[1]

Other assets

66,177

94,711

Note receivable, net

731,067

96,068

96,830

Total current assets

910,847

1,144,119

Total assets

910,847

1,144,119

Current liabilities:

Accounts payable and accrued expenses

836,567

584,055

Liabilities of discontinued operations

1,313,511

1,312,711

Total current liabilities

2,150,078

1,896,766

Total liabilities

2,150,078

1,896,766

Commitment and Contingencies – Note 12

Stockholders’ deficit:

Preferred stock - $0.001 par value, 5,000,000 authorized, 2,645 Series B-1 and 1,905 Series B-2 issued and outstanding at March 31, 2024 and December 31, 2023.

Common stock - $0.001 par value, 60,000,000 authorized; 1,148,321 issued and outstanding at March 31, 2024 and December 31, 2023.

1,149

Additional paid-in capital

55,105,159

55,184,524

Accumulated deficit

(56,345,544)

(55,938,325)

Total stockholders’ deficit

(1,239,231)

(752,647)

Total liabilities and stockholders’ deficit

$ 910,847

$ 1,144,119

[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.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Basis of Presentation – Interim Financial Statements

Basis of Presentation – Interim Financial Statements

Basis of Presentation – Discontinued Operations

	March 31,		December 31,
	2024		2023
	(unaudited)
Assets
Accounts receivable, net	$	-	$	-
Other current assets		1,028		1,028
Property and equipment, net		-		762
Other assets		95,040		95,040
Net assets from discontinued operations	$	96,068	$	96,830

Liabilities
Accounts payable and accrued expenses	$	861,352	$	860,221
Other current liabilities		136,155		108,088
Other liabilities		316,004		344,402
Net liabilities from discontinued operations	$	1,313,511	$	1,312,711

The following table shows the unaudited results of income (loss) from discontinued operations:

	2024			2023
	March 31,
	2024			2023
Patient revenues, net	$	-		$	2,093,362

Operating expenses (recovery)		(41,790	)		3,052,371
Other expenses		110			1,442,782
Total (recovery) costs and expenses		(41,680	)		4,495,153

Income (loss) from discontinued operations, net of income taxes	$	41,680		$	(2,401,791	)

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Revenue Recognition

Revenue Recognition

Patient Deposits

Patient Deposits

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Variable Interest Entities

Variable Interest Entities

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at March 31, 2024 and December 31, 2023.

Accounts Receivable

Accounts Receivable

Allowance for Contractual, Other Discounts and Doubtful Accounts

Allowance for Contractual, Other Discounts and Doubtful Accounts

The roll forward of the allowance for doubtful accounts for the three months ended March 31, 2024 and year ended December 31, 2023 was as follows:

	March 31, 2024			December 31, 2023
Beginning balance	$	439,298		$	163,479
Bad debt expense (recovery)		(45,472	)		431,671
Write-offs		-			(155,852	)
Ending balance	$	393,826	*	$	439,298	*

*	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

Property and Equipment

Property and Equipment

Intangible Assets

Intangible Assets

Long-Lived Assets

Long-Lived Assets

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

	●	the Company’s expectation to dispose of long-lived assets before the end of their estimated useful lives, even though the assets do not meet the criteria to be classified as “Held for Sale”;

	●	significant changes in the Company’s stock price per share;

	●	significant negative industry or economic trends.

Advertising and Marketing

Advertising and Marketing

*	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

Schedule of Net Loss Per Share

	2023		2022
	March 31,
	2024		2023

Stock options		1,312		11,216
RSUs		-		24,029
Warrants		2,247,852		398,582
Preferred shares B-1		1,437,500		-
Preferred shares B-2		1,035,326		-
Anti-dilutive shares		4,721,990		433,827

Income Taxes

Income Taxes

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance 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 for cash, shares		2,725
Issuance of employee stock options			27,702		27,702
Net loss				(3,698,653)	(3,698,653)
Balance at Mar. 31, 2023		$ 1,101	51,214,247	(50,218,393)	996,955
Balance, shares at Mar. 31, 2023		1,100,568
Balance 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
Net loss				(407,219)	(407,219)
Dividends declared			(79,365)		(79,365)
Balance at Mar. 31, 2024	$ 5	$ 1,149	$ 55,105,159	$ (56,345,544)	$ (1,239,231)
Balance, shares at Mar. 31, 2024	4,550	1,148,321

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

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

+ References + Details

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-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 12: http://www.xbrl.org/2009/role/commonPracticeRef
-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 13: http://www.xbrl.org/2009/role/commonPracticeRef
-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 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2

Commitments and Contingencies Disclosure [Abstract]

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,148,321

Schedule of Allocation of Appraised Enterprise Value (Details) - Subsequent Event [Member]	1 Months Ended
	May 31, 2024 USD ($) shares
Allocation One [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	$ 228
Allocation Two [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	570
Allocation Three [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	798
Allocation Four [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	1,000
Allocation Five [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	1,000
Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)	1,000
Aggregate Value Remaining for Issuer	$ 1,108,515
Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4)) \| shares	4,567
Allocation Six [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	$ 1,000
Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)	1,000
Aggregate Value Remaining for Issuer	$ 6,108,515
Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4)) \| shares	9,567
Allocation Seven [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	$ 1,000
Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)	1,000
Aggregate Value Remaining for Issuer	$ 11,108,515
Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4)) \| shares	14,567
Allocation Eight [Member]
Subsequent Event [Line Items]
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	$ 1,000
Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)	1,000
Aggregate Value Remaining for Issuer	$ 16,108,515
Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4)) \| shares	19,567
Allocation Nine [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	$ 45,000,000
Value Per 1,000 of Secured Indebtedness (including Existing Notes)	1,000
Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)	1,000
Aggregate Value Remaining for Issuer	$ 18,608,515
Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4)) \| shares	22,067
Minimum [Member] \| Allocation One [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	$ 0
Minimum [Member] \| Allocation Two [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	10,000,000
Minimum [Member] \| Allocation Three [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	15,000,000
Minimum [Member] \| Allocation Four [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	20,000,000
Minimum [Member] \| Allocation Five [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	25,000,000
Minimum [Member] \| Allocation Six [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	30,000,000
Minimum [Member] \| Allocation Seven [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	35,000,000
Minimum [Member] \| Allocation Eight [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	40,000,000
Maximum [Member] \| Allocation One [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	9,999,000
Maximum [Member] \| Allocation Two [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	14,999,000
Maximum [Member] \| Allocation Three [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	19,999,000
Maximum [Member] \| Allocation Four [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	24,999,000
Maximum [Member] \| Allocation Five [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	29,999,000
Maximum [Member] \| Allocation Six [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	34,999,000
Maximum [Member] \| Allocation Seven [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	39,999,000
Maximum [Member] \| Allocation Eight [Member]
Subsequent Event [Line Items]
Appraised Enterprise Value	$ 44,999,000

Schedule of Discontinued Operations on Consolidated Balance Sheet and Income Statement (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Accounts receivable, net
Other current assets	1,028		1,028
Property and equipment, net			762
Other assets	95,040		95,040
Net assets from discontinued operations	96,068		96,830
Accounts payable and accrued expenses	861,352		860,221
Other current liabilities	136,155		108,088
Other liabilities	316,004		344,402
Net liabilities from discontinued operations	1,313,511		$ 1,312,711
Patient revenues, net		$ 2,093,362
Operating expenses (recovery)	(41,790)	3,052,371
Other expenses	110	1,442,782
Total (recovery) costs and expenses	(41,680)	4,495,153
Income (loss) from discontinued operations, net of income taxes	$ 41,680	$ (2,401,791)

Commitments and Contingencies (Details Narrative) - USD ($)	May 17, 2022	Oct. 21, 2021	Apr. 15, 2021	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	May 27, 2022	Dec. 31, 2021	Jun. 03, 2021
Aggregate appealing amount				$ 25,000
Covent Bridge Group [Member]
Accounts receivable					$ 90,000
Contractor [Member] \| Covent Bridge Group [Member]
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]
Overpaid amount	$ 492,086.22

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Note 12 – Commitments and Contingencies

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

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

Third Party Audit

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

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

On October 21, 2021, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $2,716,056.33. This amount represents a statistical extrapolation of $6,791.33 of charges from a sample of 38 claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019 and therefore liable for only a portion of the sampled claims. There were a total of 38 claims reviewed, 25 of these claims were from the period prior to the management agreement with the Company and the remaining 13 claims were related to the period that Progressive Health was managed by the Company. In December 2021, the Company received a request for payment from CMS in the amount of $2,709,265. The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company submitted a redetermination request in March 2022, which was denied. The Company submitted a reconsideration request February 27, 2023. On July 5, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision that medical necessity supported 15 of 38 appealed claims. The Company filed a timely appeal and a hearing with an Administrative Law Judge was conducted November 29, 2023. The ALJ decision received on February 7, 2024, failed to address appeal and partially favorable decision impact on the extrapolated charges. The Company timely filed an appeal to Medicare Appeals Council on April 5, 2024.

On May 17, 2022, the Company received notification from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that they are recommending to CMS that the Company was overpaid in the amount of $492,086.22 related to Advantage Therapy. This amount represents a statistical extrapolation of charges from a sample, the actual amount found to be overpaid was $10,420.22. On May 27, 2022, the Company received a request for payment from CMS in the amount of $481,666.00. The Company has begun its own internal audit process and has initiated the appropriate appeals. Prior to this May 2022 notification, CMS had implemented a pre-payment audit for Advantage Therapy. As of June 30, 2023, this audit had resulted in a recoupment balance of approximately $0.1 million of Medicare accounts receivable. The Company submitted a reconsideration request in May 2023. On August 4, 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a “partially favorable” decision supporting 31 of 65 appealed claims. The Company filed a timely appeal and conducted a hearing with an Administrative Law Judge February 20, 2024, and awaits the response from the hearing. As of December 31, 2023, this audit had resulted in a balance of approximately $138,000 of Medicare accounts receivable which has been fully reserved.

On December 9, 2022, the Company received a suspension of payment notification from Covent Bridge Group, a Center for Medicare & Medicaid Services contractor, for IMAC Regeneration Center of Kentucky. On December 22, 2022, the Company responded to the payment suspension with a Rebuttal of Notice. The suspension of payment will remain in effect until the Rebuttal of Notice is answered. The Company provided medical records for 10 beneficiaries. Neither CMS nor Covent Bridge have responded to the Company regarding the records, although they initiated the Kepro audit noted in the following paragraph. As of December 31, 2023, the payment suspension resulted in a recoupment balance of approximately $90,000 of Medicare accounts receivable which has been fully reserved.

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

Other smaller denials the Company is appealing aggregate approximately $25,000 as of March 31, 2024.

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

As of March 31, 2024 and December 31, 2023, the Company has not recorded a provision for any of these claims, as management does not believe that an estimate of a possible loss or range of loss can reasonably be made at this time.

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following at March 31, 2024 and December 31, 2023:

Schedule of Accounts Receivable

	March 31, 2024*			December 31, 2023*
	(Unaudited)
Accounts receivable, net of contractual adjustments	$	393,826		$	439,298
Less: allowance for doubtful accounts		(393,826	)		(439,298	)
Accounts receivable, net	$	-		$	-

*	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 Payment [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	0.00%	24.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration of credit risk, percentage	0.00%	0.00%

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Schedule of Allocation of Appraised Enterprise Value

TABLE OF ALLOCATIONS OF APPRAISED ENTERPRISE VALUE

(1)		(2)		(3)		(4)		(5)
Appraised Enterprise Value		Value Per 1,000 of Secured Indebtedness (including Existing Notes)*		Value Per 1,000 of Unsecured Indebtedness (excluding Company Owed Unsecured Debt)*		Aggregate Value Remaining for Issuer		Aggregate Number of shares of Series E Preferred Stock to be Issued to Issuer (including amounts in column (3) and (4))
$	0-$9.999 million	$	228		N/A		N/A		N/A
$	10-14.999 million	$	570		N/A		N/A		N/A
$	15-19.999 million	$	798		N/A		N/A		N/A
$	20-24.999 million	$	1,000		N/A		N/A		N/A
$	25-29.999 million	$	1,000	$	1,000	$	1,108,515		4,567
$	30-34.999 million	$	1,000	$	1,000	$	6,108,515		9,567
$	35-39.999 million	$	1,000	$	1,000	$	11,108,515		14,567
$	40-44.999 million	$	1,000	$	1,000	$	16,108,515		19,567
$	45 and above	$	1,000	$	1,000	$	18,608,515		22,067

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 11 – Income Taxes

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management assessed all available evidence to estimate if sufficient future taxable income will be generated in the appropriate period and of the appropriate character to realize deferred tax assets. For the three months ended March 31, 2024 and March 31, 2023, no income tax expense or benefit was recorded related to income taxes due to the Company’s overall operating results and the full valuation allowance.

The Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as December 31, 2023. As of March 31, 2024, the Company had no unrecognized tax benefits recorded. The Company is subject to taxation by federal, state, and local taxing authorities. The Company’s federal, state, and local income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and the Company’s federal, state, and local income tax returns for 2020 through 2023 remain open to examination.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: 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 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: 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 11: 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 12: 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 13: 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 14: 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

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

Mar. 31, 2024

Dec. 31, 2023

Total property and equipment

^[1]

$ 762

Less: accumulated depreciation

^[1]

Property and equipment, excluding construction in progress

^[1]

762

Construction in progress

^[1]

Total property and equipment, net

^[1]

762

Leasehold Improvements [Member]

Total property and equipment

^[1]

Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]

us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

Equipment [Member]

Total property and equipment

^[1]

$ 762

Equipment [Member] | Minimum [Member]

Equipment [Member] | Maximum [Member]

Estimated useful life

1 year 6 months

Estimated useful life

7 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.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	1,148,321	1,148,321
Common stock, shares outstanding	1,148,321	1,148,321
Series B-1 Preferred Stock [Member]
Preferred stock, shares issued	2,645	2,645
Preferred stock, shares outstanding	2,645	2,645
Series B-2 Preferred Stock [Member]
Preferred stock, shares issued	1,905	1,905
Preferred stock, shares outstanding	1,905	1,905

Description of Business

3 Months Ended

Mar. 31, 2024

Description of Business

Note 1 – Description of Business

IMAC Holdings, Inc. was a holding company for IMAC Regeneration Centers, The BackSpace 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 March 31, 2024 and 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. In May 2024, we entered a new line of business (See Note 13 Subsequent Events).

Retirement Plan

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Retirement Plan

Note 10 – 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 $0 and $26,823 during the three months ended March 31, 2024 and 2023, respectively. The Company terminated the matching contributions during 2023.

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

1 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2023

Oct. 31, 2023

Feb. 28, 2023

Jan. 31, 2023

Mar. 31, 2024

Mar. 31, 2023

^[1]

Dec. 31, 2023

Apr. 01, 2023

Amortization of intangible assets

$ 1,200,000

$ 0

$ 44,352

Investigational New Drug [Member]

$ 244,000

KENTUCKY

Louisiana Market [Member]

$ 614,000

Back Space Retail Clinics [Member]

$ 61,000