Current Report Filing (8-k)
24 März 2023 - 1:01PM
Edgar (US Regulatory)
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2023-03-23
2023-03-23
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2023-03-23
2023-03-23
0001729944
BACK:WarrantsToPurchaseCommonStockMember
2023-03-23
2023-03-23
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 23, 2023
IMAC
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-38797 |
|
83-0784691 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
1605
Westgate Circle, Brentwood, Tennessee |
|
37027 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (844) 266-4622
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
Common
Stock, par value $0.001 per share |
|
BACK |
|
NASDAQ
Capital Market |
Warrants
to Purchase Common Stock |
|
IMACW |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
CURRENT
REPORT ON FORM 8-K
IMAC
Holdings, Inc. (the “Company”)
March
23, 2023
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on September 21, 2022, the Company received a written notice from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Specifically, Nasdaq Listing Rule 5550(a)(2)
requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and
Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues
for a period of 30 consecutive business days. The Company was provided 180 calendar days, or until March 20, 2023, to regain compliance
with the Minimum Bid Price Requirement.
The
Company did not regain compliance with the Minimum Bid Price Requirement by March 20, 2023; however, on March 23, 2023, the Company received
a letter from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with the Minimum Bid Price Requirement
(the “Extension Notice”). If at any time prior to September 18, 2023, the closing bid price of the Company’s common
stock is at or above $1.00 for a minimum of 10 consecutive business days, Nasdaq will notify the Company that it is in compliance with
the Minimum Bid Price Requirement and the matter will be closed.
If
compliance with the Minimum Bid Price Requirement cannot be demonstrated by September 18, 2023, Nasdaq will notify the Company that its
common stock will be delisted from The Nasdaq Capital Market. At that time, the Company may appeal the relevant delisting determination
to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that,
if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.
The
Company intends to actively monitor the closing bid price of its common stock and may, if appropriate, consider implementing available
options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the
Minimum Bid Price Requirement.
The
Extension Notice has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade
on The Nasdaq Capital Market under the symbol “BACK”.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
March
24, 2023 |
IMAC
HOLDINGS, INC. |
|
|
|
By: |
/s/
Jeffrey Ervin |
|
Name: |
Jeffrey
Ervin |
|
Title: |
Chief
Executive Officer |
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