SEC Filing | IMAC Holdings, Inc.

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As filed with the Securities and Exchange Commission on [ ], 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No.1

Form S-4/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMAC Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

8093

83-0784691

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

3401 Mallory Lane, Suite 100

Franklin, Tennessee 37067

(844) 266-4622

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey S. Ervin

Chief Executive Officer

IMAC Holdings, Inc.

3401 Mallory Lane, Suite 100

Franklin, Tennessee 37067

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Clayton Parker, Esq.

Erin Fogarty, Esq.

K&L Gates LLP

200 S. Biscayne Boulevard, Suite 3900

Miami, FL 33131

(305) 539-3306

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15^th Floor
New York, NY 10019
(212) 451-2300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED [ ], 2023

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the Stockholders of IMAC Holdings, Inc. and Theralink Technologies, Inc.:

On behalf of the boards of directors of IMAC Holdings, Inc. (“IMAC”) and Theralink Technologies, Inc. (“Theralink”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of IMAC and Theralink. We are requesting that you take certain actions as a stockholder of IMAC or Theralink.

On May 23, 2023, IMAC and Theralink entered into an Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger dated November [ ], 2023, and as it may be further amended from time to time (the “Merger Agreement”) with IMAC Merger Sub, Inc., a wholly owned subsidiary of IMAC (“Merger Sub”), pursuant to which Merger Sub will merge with and into Theralink (the “Merger”), with Theralink surviving the merger as a direct wholly owned subsidiary of IMAC.

At the effective time of the Merger (the “Effective Time”), each share of common stock of Theralink (“Theralink Common Stock”), each share of Series A preferred stock (“Theralink Series A”) and each share of Series C-1 convertible preferred stock of Theralink (“Theralink Series C-1”, and together with the Theralink Common Stock and the Theralink Series A, “Theralink Shares”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (“IMAC Common Stock”) such that the total number of shares of IMAC Common Stock issued to the holders of Theralink Shares shall equal 73.2% of the total number of shares of IMAC Common Stock outstanding as of the Effective Time (the “Common Merger Consideration”). In addition, at the Effective Time, each share of Series G convertible preferred stock of Theralink (“Theralink Series G”) issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of Series B preferred stock of IMAC (“IMAC Series B”), which will initially be convertible into 11.3% of the total number of shares of IMAC Common Stock outstanding as of the Effective Time (the “Series G Merger Consideration”, and together with the Common Merger Consideration, the Series A Merger Consideration and the Series C-1 Merger Consideration, the “Merger Consideration”).

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

Shares of IMAC Common Stock are currently traded on the Nasdaq Capital Market under the symbol “BACK” and Theralink Common Stock are currently traded on the OTC Pink under the symbol “THER.”

In connection with the Merger, IMAC will hold a special meeting of its shareholders (the “IMAC Special Meeting”) and Theralink will hold a special meeting of its stockholders (the “Theralink Special Meeting”).

At the IMAC Special Meeting, IMAC shareholders will be asked to consider and vote on proposals to (i) to approve and adopt the Merger Agreement and the issuances of shares of IMAC Common Stock to the Theralink stockholders, which proposal is referred to as the “IMAC Merger and Share Issuance Proposal”, (ii) to elect five members to the IMAC Board of Directors to serve one-year terms and until their successors are elected and qualified, which proposal is referred to as the “IMAC Director Proposal”; (iii) to approve and adopt an amendment to IMAC’s certificate of incorporation to increase the number of authorized shares of IMAC Common Stock from [60,000,000] shares to 150,000,000 shares (the “IMAC Charter Amendment Proposal”); (iv) to approve and adopt an amendment to IMAC’s certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-15 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of IMAC’s Board of Directors without further approval or authorization of IMAC’s stockholders (the “IMAC Reverse Stock Split Proposal”); (v) to approve and adopt an amendment to the IMAC Holdings, Inc. 2018 Incentive Compensation Plan to increase the number of shares of IMAC Common Stock available for issuance under such plan (the “IMAC Incentive Compensation Plan Proposal”); (vi) to authorize and approve the issuance of IMAC Common Stock issuable upon conversion of shares of IMAC’s Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock, and upon exercise of warrants to purchase shares of IMAC Common Stock, which would represent 20% or more of the outstanding shares of IMAC Common Stock (the “IMAC Preferred Stock and Warrant Proposal”); and (vii) to approve the adjournment of the IMAC Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the IMAC Special Meeting to approve the proposals or to ensure that any supplement or amendment to the accompanying information statement and proxy statement/prospectus is timely provided to IMAC stockholders, (the “IMAC Adjournment Proposal”). Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business and the IMAC Special Meeting.

The IMAC Special Meeting will be held at 9:00 a.m., Eastern Time, on ________, ________, 2023, at its principal executive offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee. Shareholders of record as of [ ], 2023 (the “IMAC Record Date”) are entitled to vote at the IMAC Special Meeting.

At the Theralink Special Meeting, Theralink stockholders will be asked to consider and vote on a proposal to approve the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding votes of the Theralink stockholders entitled to vote thereon is required to approve the Merger Proposal.

The Theralink Special Meeting will be held at 9:00 a.m., Mountain Time, on [ ], 2023 at its principal executive offices located at 15000 W 6th Ave., Suite 400, Golden, CO 80401. Stockholders of record as of [ ], 2023 (the “Theralink Record Date”) are entitled to vote at the Theralink Special Meeting.

The obligations of IMAC and Theralink to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, as amended, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the IMAC Special Meeting and the proposals to be considered thereat, the Merger and the documents and agreements related to the Merger. It also contains or references information about IMAC and Theralink and certain related agreements and matters. Please carefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors” beginning on page 14, for a discussion of the risks relating to the proposed Merger. You also can obtain information about IMAC and Theralink from documents that each has filed with the U.S. Securities and Exchange Commission. Please see “Where You Can Find More Information” beginning on page 153 of the accompanying joint proxy statement/prospectus for how you may obtain such information.

	Sincerely,

	Jeff Ervin	Jeffrey Busch
	Chairman and Chief Executive Officer	Chair of the Board
	IMAC Holdings, Inc.	Theralink Technologies, Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger described in the accompanying joint proxy statement/prospectus or determined that the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying document is dated [ ], 2023 and is first being mailed to the IMAC and Theralink shareholders on or about [ ], 2023.

IMAC HOLDINGS, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of IMAC Holdings, Inc.

NOTICE IS HEREBY GIVEN that IMAC Holdings, Inc. (“IMAC”) will hold a special meeting of its stockholders at 9:00 a.m., Eastern Time, on ________, ________, 2023, at its principal executive offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee, for the purpose of considering and voting on the following proposals:

(1) to approve and adopt an Agreement and Plan of Merger, dated as of May 23, 2023 (as amended by the First Amendment to the Agreement and Plan of Merger dated November [ ], 2023, and as it may be amended from time to time, the “Merger Agreement”), by and among IMAC, IMAC Merger Sub, Inc., a wholly-owned subsidiary of IMAC (“Merger Sub”), and Theralink Technologies, Inc. (“Theralink”), pursuant to which Merger Sub will merge into Theralink (the “Merger”) and IMAC will issue shares of IMAC common stock (“IMAC Common Stock”) and shares of Series B convertible preferred stock to the holders of preferred stock and common stock of Theralink, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus (the “IMAC Merger and Share Issuance Proposal”);

(2) to elect five members to the IMAC Board of Directors to serve one-year terms and until their successors are elected and qualified (the “IMAC Director Proposal”);

(3) to approve and adopt an amendment to IMAC’s certificate of incorporation to increase the number of authorized shares of IMAC Common Stock from [60,000,000] shares to 150,000,000 shares (the “IMAC Charter Amendment Proposal”);

(4) to approve and adopt an amendment to IMAC’s certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-15 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of IMAC’s Board of Directors without further approval or authorization of IMAC’s stockholders (the “IMAC Reverse Stock Split Proposal”);

(5) to approve and adopt an amendment to the IMAC Holdings, Inc. 2018 Incentive Compensation Plan to increase the number of shares of IMAC Common Stock available for issuance under such plan, (the “IMAC Incentive Compensation Plan Proposal”);

(6) to authorize and approve the issuance of IMAC Common Stock issuable upon conversion of shares of IMAC’s Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock, and upon exercise of warrants to purchase shares of IMAC Common Stock, which would represent 20% or more of the outstanding shares of IMAC Common Stock (the “IMAC Preferred Stock and Warrant Proposal”); and

(7) to approve the adjournment of the IMAC Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the IMAC Special Meeting to approve the IMAC Merger and Share Issuance Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to IMAC stockholders, (the “IMAC Adjournment Proposal”).

IMAC will transact no other business at the IMAC Special Meeting except such business as may properly be brought before the IMAC Special Meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the Merger Agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of IMAC Common Stock at the close of business on _______, 2023, the record date for notice of and voting at the IMAC Special Meeting are entitled to notice of and to vote at the IMAC Special Meeting.

No proposal is conditioned on any other proposal, except that the IMAC director proposal is conditioned on consummation of the Merger. The board of directors of IMAC has approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the IMAC Merger and Share Issuance Proposal and the IMAC Charter Amendment Proposal, on the terms and subject to the conditions set forth in the Merger Agreement. The IMAC Board of Directors unanimously recommends that IMAC stockholders vote “FOR” the IMAC Merger and Share Issuance Proposal, “FOR” the IMAC Director Proposal, “FOR” for IMAC Charter Amendment Proposal, “FOR” the IMAC Reverse Stock Split Proposal, “FOR” the IMAC Incentive Compensation Plan Proposal, “FOR” the IMAC Preferred Stock and Warrant Proposal and “FOR” the IMAC Adjournment Proposal.

Your vote is very important, regardless of the number of shares of IMAC Common Stock you own. The Merger Agreement requires, as a condition to closing of the Merger and the other transactions contemplated by the Merger Agreement, that IMAC stockholders approve the IMAC Merger and Share Issuance Proposal. Assuming a quorum is present, the approval of the IMAC Merger and Share Issuance Proposal requires the favorable vote of the holders of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote thereon.

A complete list of IMAC stockholders as of the record date will be open to the examination of any IMAC stockholder at IMAC’s principal executive offices located at 3401 Mallory Lane, Suite 100, Franklin, Tennessee for a period of ten days prior to the IMAC Special Meeting.

Whether or not you plan to attend the IMAC Special Meeting, IMAC urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at the IMAC Special Meeting. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the IMAC Special Meeting, [you may visit ____________ and enter the 16-digit control number included in the voting instruction card provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a 16-digit control number, you may need to log in to your bank or brokerage firm’s website and select the shareholder communications mailbox to vote.] Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you have any questions about the Merger or how to vote or direct a vote in respect of your shares of IMAC Common Stock, you may contact IMAC’s proxy solicitor, __________, at ______ (call collect) or ______ (call toll-free).

By Order of the IMAC Board of Directors,

By:

Jeffrey S. Ervin

Chairman and Chief Executive Officer

Franklin, Tennessee

Dated: _________, 2023

Your vote is important. IMAC stockholders are requested to complete, date, sign and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States, or to submit a proxy to vote your shares electronically through the Internet or by telephone.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF THERALINK TECHNOLOGIES, INC.

TO BE HELD ON [ ], 2023

To the Stockholders of Theralink Technologies, Inc.:

On [ ], 2023, Theralink Technologies, Inc. (“Theralink”) will hold a special meeting of stockholders (the “Theralink Special Meeting”) at 9:00 a.m., Mountain Time at its principal executive offices located at 15000 W 6th Ave., Suite 400, Golden, CO 80401. Only stockholders of record as of [ ], 2023 (the “Theralink Record Date”) are entitled to receive this notice and to vote at the Theralink Special Meeting or any adjournment or postponement of that meeting. The Theralink Special Meeting has been called for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), by and among Theralink, IMAC Merger Sub, Inc. (“Merger Sub”) and IMAC Holdings, Inc. (“IMAC”), as amended by the First Amendment to the Agreement and Plan of Merger dated November [ ], 2023, and as it may be amended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus (the “Merger Proposal”).

Theralink will transact no other business at the Theralink Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Theralink Special Meeting by or at the direction of the board of directors of Theralink (the “Theralink Board”) in accordance with Theralink’s bylaws. These items of business are described in the enclosed joint proxy statement/prospectus. The Theralink Board has designated the close of business on [ ], 2023 as the Theralink Record Date for the purpose of determining the holders of shares of Theralink Common Stock, Series A preferred stock and Series C-1 convertible preferred stock (the “Theralink Securities”) who are entitled to receive notice of, and to vote at, the Theralink Special Meeting and any adjournment or postponement of the special meeting, unless a new record date is fixed in connection with any adjournment or postponement of the special meeting. Only holders of record of Theralink Securities at the close of business on the record date are entitled to notice of, and to vote at, the Theralink Special Meeting and at any adjournment or postponement of the special meeting.

Approval of the Merger Proposal by the affirmative vote of holders of a majority of the outstanding votes entitled to be cast at the Theralink Special Meeting is required to complete the merger between Merger Sub and Theralink, as contemplated pursuant to the Merger Agreement.

The Theralink Board has unanimously (i) determined that it is in the best interests of Theralink and its stockholders and advisable for Theralink to enter into the Merger Agreement, (ii) authorized and approved Theralink’s execution, delivery and performance of the Merger Agreement in accordance with its terms and Theralink’s consummation of the transactions contemplated thereby, including the merger of Merger Sub and Theralink contemplated thereby (the “merger”), (iii) directed that the approval of the Merger Proposal be submitted to a vote at a meeting of the Theralink stockholders and (iv) recommended that the Theralink stockholders approve the Merger Proposal. The Theralink Board recommends that Theralink stockholders vote “FOR” the Merger Proposal.

The Merger Agreement requires, as a condition to closing of the Merger and the other transactions contemplated by the Merger Agreement, that Theralink stockholders approve the Merger Proposal.

A complete list of Theralink stockholders as of the record date will be open to the examination of any Theralink stockholder at Theralink’s principal executive offices located at at its principal executive offices located at 15000 W 6th Ave., Suite 400, Golden, CO 80401 for a period of ten days prior to the Theralink Special Meeting.

Whether or not you plan to attend the Theralink Special Meeting, Theralink urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, call the toll-free telephone number or use the Internet as described in the instructions included with the proxy card, so that your shares may be represented and voted at the Theralink Special Meeting. If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the Theralink Special Meeting, [you may visit ____________ and enter the 16-digit control number included in the voting instruction card provided to you by your bank or brokerage firm. If you hold your shares in street name and you do not receive a 16-digit control number, you may need to log in to your bank or brokerage firm’s website and select the shareholder communications mailbox to vote.] Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you have any questions about the Merger or how to vote or direct a vote in respect of your shares of Theralink Securities, you may contact Theralink’s proxy agent, __________, at ______ (call collect) or ______ (call toll-free).

	BY ORDER OF THE BOARD OF DIRECTORS OF THERALINK TECHNOLOGIES, INC.

	Faith Zaslavsky
	Chief Executive Officer
Golden, CO
[ ], 2023