UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 | ☐ |
| ☒ | 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of January 16, 2025, the registrant had shares of common stock, par value $ per share, outstanding.
IMAC HOLDINGS, INC.
TABLE OF CONTENTS
| 2 |
Important Information Regarding Forward-Looking Statements
Portions of this Quarterly Report on Form 10-Q (including information incorporated by reference) include “forward-looking statements” based on our current beliefs, expectations, and projections regarding our business strategies, market potential, future financial performance, industry, and other matters. This includes, in particular, “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q, as well as other portions of this Quarterly Report on Form 10-Q. The words “believe,” “expect,” “anticipate,” “project,” “could,” “would,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from those projected, anticipated, or implied in the forward-looking statements. The most significant of these risks, uncertainties, and other factors are described in “Item 1A — Risk Factors” in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on May 2, 2024. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
| 3 |
PART I. FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) |
IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Note receivable, net | ||||||||
| Assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Dividends payable | ||||||||
| Note payable, net | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Commitments and Contingencies – Note 12 | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock - $ par value, authorized, Preferred stock at September 30, 2024 and at December 31, 2023 issued and outstanding | ||||||||
| Common stock - $ par value, authorized; at September 30, 2024 and at December 31, 2023 issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 4 |
IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Loss on disposal or impairment of assets | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss available to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share from continuing operations – Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Income (Loss) per share from discontinued operations – Basic and diluted | $ | ( | ) | $ | $ | ) | $ | ) | ||||||||
| Net loss per share – Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 5 |
IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||
| Number of Shares | Par | Number of Shares | Par | Paid-In- Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| Balance, June 30, 2024 | | ( | ) | ( | ) | |||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ||||||||||||||||||||||||
| Conversion of Series C-1 preferred stock into common shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||
| Number of | Number of | Paid-In- | Accumulated | |||||||||||||||||||||||||
| Shares | Par | Shares | Par | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, June 30, 2023 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Issuance of preferred stock net of issuance costs | - | |||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 6 |
IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Unaudited)
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||
| Number of | Number of | Paid-In- | Accumulated | |||||||||||||||||||||||||
| Shares | Par | Shares | Par | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, January 1, 2024 | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Issuance of preferred stock net of issuance costs | - | |||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ||||||||||||||||||||||||
| Conversion of Series C-1 preferred stock into common shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share based compensation expense | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Preferred Stock | Common Stock | Additional | ||||||||||||||||||||||||||
| Number of | Number of | Paid-In- | Accumulated | |||||||||||||||||||||||||
| Shares | Par | Shares | Par | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, January 1, 2023 | $ | | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Issuance of preferred stock net of issuance costs | - | |||||||||||||||||||||||||||
| Issuance of common stock | - | |||||||||||||||||||||||||||
| Share based compensation expense | - | - | ||||||||||||||||||||||||||
| Dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 7 |
IMAC HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) from discontinued operations | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Interest expense - OID | ||||||||
| Share based compensation, net | ||||||||
| Loss on disposition or impairment of assets | ||||||||
| Bad debt expense (recovery) | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Security deposits | ||||||||
| Right of use lease liability | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Patient deposits | ( | ) | ||||||
| Net cash provided (used) in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided (used) in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of Chicago | ||||||||
| Proceeds from sale of fixed assets | ||||||||
| Note receivable | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from issuance of preferred stock, net of offering costs | ||||||||
| Payments on notes payable | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Payments on finance lease obligation | ( | ) | ( | ) | ||||
| Net cash provided in financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax | $ | $ | ||||||
| Non-cash investing and financial activities: | ||||||||
| Preferred stock conversion | $ | |||||||
| Accrued dividends | $ | $ | ||||||
| Settlement of notes receivable in connection with asset purchase agreement | $ | |||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 8 |
IMAC HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(Unaudited)
Note 1 – Description of Business
We provide services related to proteomic products that identify and support oncology clinical treatment decisions and biopharmaceutical drug development.
Continuing operations
The continuing operations of the business are precision medicine in cancer treatment based on activated protein analysis. The Company has acquired laboratory capabilities from Theralink Technologies, Inc, and has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution.
On August 30, 2024, the Company amended its 2018 Incentive Compensation Plan to increase the number of shares authorized for issuance thereunder from to shares.
Discontinued operations
Until recently, IMAC Holdings, Inc. was a holding company for IMAC Regeneration Centers, The BackSpace retail stores and our Investigational New Drug division. As of September 30, 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 10)
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation – Interim Financial Statements
The unaudited consolidated financial statements for the three and nine months ended September 30, 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 September 30, 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/A filed with the SEC on May 2, 2024.
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”).
Revenue Recognition
The Company’s continuing revenues are from individual patient protein analysis and collaborations with biopharmaceutical companies. The fees for individual patient services are billed either to the patient or a third-party payor, including Medicare. The fees for the biopharmaceutical collaborations are billed directly to the company.
Recently Issued Accounting Standards
On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year ending December 31, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
| 9 |
Note 3 –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. The Company has historically and expects to incur operating losses and cash outflows from operations and as a result concludes that there is substantial doubt to continue as a going concern twelve months from the issuance of these statements.
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.
Note 4 – Property and Equipment
Property and equipment consisted of the following at September 30, 2024 and December 31, 2023:
Estimated Useful Life | September 30, 2024 | December 31, 2023 | ||||||||
| Equipment | ||||||||||
| Less: accumulated depreciation | ( | ) | ||||||||
| Total property and equipment, net | $ | $ | ||||||||
Depreciation
was approximately $
| 10 |
Note 5 – Settlement and Release Agreement - Theralink
During
the nine months ended September 30, 2024, the Company entered into several financing transactions with Theralink Technologies, Inc. that culminated
in an acquisition of Theralink assets. Pursuant to the Settlement and Release Agreement, the Company acquired certain assets which resulted
in the recording of long lived assets of $
Note 6 – Note Payable
Notes payable at September 30, 2024 and December 31, 2023 were comprised of the following:
| Interest rate | Due date | September 30, 2024 | December 31, 2023 | |||||||||
| 40% OID promissory note | $ | $ | ||||||||||
| Total notes payable | ||||||||||||
| Less: unamortized debt discounts | ( | ) | ||||||||||
| Notes payable | $ | $ | ||||||||||
During
the nine months ended September 30, 2024, the Company issued promissory notes (the “Notes”) to certain lenders (the “Lenders”)
in the aggregate principal amount for approximately $
Note 7 – Preferred Stock
Preferred Stock sold for cash
During
the nine months ended September 30, 2024, the Company sold , , and shares of Series C-2, Series D, Series E and Series
F respectively for gross proceeds of $
Series
C-2, Series D, Series E and Series F have dividends equal to
In
connection with the sale of Preferred Stock, the Company issued common stock purchase warrants of
Inputs
associated with the value of those warrants is Contractual term of
Preferred stock exchanged
During
the nine months ended September 30, 2024, certain investors exchanged shares of Series B-1 and B-2 for shares of Series C-1. The share
exchange was accounted for as a modification; however, the difference in fair value was de minimis. The Series C-1 have dividends equal
to
Preferred stock converted
During the nine months ended September 30, 2024, shares of preferred stock were converted into shares of common stock.
Liquidation preference
Liquidation Value
| Preferred Shares Outstanding | Total Value | |||||||
| Series C-1 | $ | |||||||
Series C-2 | ||||||||
| Series D | ||||||||
| Series E | ||||||||
| Series F | ||||||||
| Total | $ | |||||||
Note 8 – Common stock purchase warrants
| Number of Warrants | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term |
||||||||||
| January 1, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Expired | ( | ) | ||||||||||
| September 30, 2024 | $ | |||||||||||
| 11 |
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:
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Common Stock Purchase Warrants | ||||||||
| Preferred shares C-1 | ||||||||
| Preferred shares C-2 | ||||||||
| Preferred shares D | ||||||||
| Preferred shares E | ||||||||
| Preferred shares F | ||||||||
| Stock options | ||||||||
Note 10 – Discontinued operations
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Other current assets | ||||||||
| Property and equipment, net | ||||||||
| Other assets | ||||||||
| Net assets from discontinued operations | $ | $ | ||||||
| Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Other current liabilities | ||||||||
| Other liabilities | ||||||||
| Net liabilities from discontinued operations | $ | $ | ||||||
The following table shows the results of income (loss) from discontinued operations:
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Patient revenues, net | $ | $ | ||||||
| Operating expenses (recovery) | ( | ) | ||||||
| Other expenses | ||||||||
| Total (recovery) costs and expenses | ||||||||
| Income (loss) from discontinued operations, net of income taxes | $ | ( | ) | $ | ( | ) | ||
Revenue and Accounts Receivable
As of September 30, 2024 and December 31, 2023, the Company had discontinued operations revenue and accounts receivable concentrations:
| September 30, 2024 | December 31, 2023 | |||||||||||||||
| % of Revenue | % of Accounts Receivable | % of Revenue | % of Accounts Receivable | |||||||||||||
| Medicare payment | % | % | % | % | ||||||||||||
| 12 |
Note 11 – 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.
Progressive Health
In
October 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 and a request for payment was made in December 2021 in the
amount of approximately $
The
amount represents a statistical extrapolation of $
The Company performed an 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 2023. In July 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 an appeal and a hearing with an Administrative Law Judge (ALJ) was conducted November 2023. The ALJ decision received on February 2024, did not address the Company’s appeal and the impact on the partially favorable decision from the Independent contractor and the potential impact on the extrapolated charges.
The Company filed a appeal to Medicare Appeals Council in April 2024 and is awaiting a response.
| 13 |
Advantage Therapy
In
May 2022 the Company received notifications from Covent Bridge Group, a Center for Medicare & Medicaid Services (“CMS”)
contractor, that they are recommending to CMS that the Company was overpaid and a request for payment was made in the amount of approximately
$
This
amount represents a statistical extrapolation of charges from a sample, the actual amount found to be overpaid was $
The Company has begun its own internal audit process and has initiated the appropriate appeals. The Company submitted a reconsideration request in May 2023. In August 2023 the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a partially favorable decision supporting the appealed claims.
Subsequent to the findings of the second Appeal the Company filed an appeal and conducted a hearing with an Administrative Law Judge in February 2024. The Company awaits the response from the hearing.
Summary of Contingencies
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 September 30, 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.
Note 12 - Subsequent Events
Issuance of promissory notes
In
October 2024, the Company issued promissory notes (the “October 2024 Notes”) to certain lenders in the aggregate principal
amount of $
Issuance of Series G convertible preferred stock
The Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with accredited investors
(the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, shares
of Series G convertible preferred stock, par value $per
share (“Series G Preferred Stock”) and
Settlement of Promissory Notes
The
Company has used $
Common stock purchase agreement
On November 12, 2024, the Company entered
into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration
Rights Agreement”) with Keystone Capital Partners, LLC (the “Purchaser”), pursuant to which from time to time during
the 36-months after all of the conditions to the Company’s right to commence sales of Common Stock to the Purchaser have been satisfied,
including that a registration statement covering the resale of such shares (the “Registration Statement”) is declared effective
by the Securities and Exchange Commission (“SEC”) and the final form of prospectus contained therein is filed with the SEC
(the “Commencement Date”), the Company has the right, but not the obligation, to sell to the Purchaser (subject to certain
conditions and limitations), and the Purchaser is obligated to purchase, up to the lesser of
Third party audit
In November 2024, the Company received notification from Covent Bridge
Group, a Center for Medicare & Medicaid Services (“CMS”) contractor, that it estimates the Company was overpaid CMS funds
in the amount of approximately $
| 14 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Special Note Regarding Forward-Looking Information
The following discussion and analysis of the results of operations and financial condition as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.
Any one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
References in this MD&A to “we,” “us,” “our,” “our company,” “our business” and “IMAC Holdings” are to IMAC Holdings, Inc., a Delaware corporation and prior to the Corporate Conversion (defined below), IMAC Holdings, LLC, a Kentucky limited liability company, 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: Ignite Proteomics, LLC, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entities which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky PSC (“Kentucky PSC”); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC.
Overview
The continuing operations of the business is precision medicine in cancer treatment based on activated protein analysis. The Company has acquired laboratory capabilities from Theralink Technologies, Inc, and has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution. Ultimately our technology will be used to both gain FDA approval for treatments and also determine which patients will most benefit from those treatments.
We were a provider of movement and orthopedic therapies and minimally invasive procedures performed through our regenerative and rehabilitative medical treatments to improve the physical health of our patients. Given the Company’s financial position during 2023, the Company decided to close its underperforming locations and sold it’s remaining practices.
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Significant financial metrics
Significant financial metrics of the Company for the third quarter of 2024 are set forth in the bullets below.
| ● | Working capital deficit is ($5.5 million) as of September 30, 2024 compared to a working capital deficit of ($0.8) million as of December 31, 2023. | |
| ● | The Company had revenues of $53 thousand from the collaboration with biopharmaceutical companies. |
Matters that May or Are Currently Affecting Our Business
We believe that the growth of our business and our future success depend on various opportunities, challenges, trends and other factors, including the following:
| ● | Our ability to obtain additional financing for the projected costs associated with the current operations and the personnel involved, if and when needed; | |
| ● | Our ability to attract competent, skilled laboratory and sales personnel for our laboratory operations at acceptable prices to manage our overhead; and | |
| ● | Our ability to control our operating expenses and our ability to prove the asset acquisition will be beneficial to our Company and stockholders. |
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 settlement consisted 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) certain secured notes of Theralink to be held by the Company pursuant to a Securities Purchase Agreement among the Company and holders of such notes and (b) 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.
On May 6, 2024, in light of having already acquired the Theralink assets, the Company, IMAC Merger Sub, Inc. (“Merger Sub”) and Theralink entered into a Termination Agreement, which immediately terminated the Merger Agreement.
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Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. In addition, there are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
Results of Operations for the Three and Nine Months Ended September 30, 2024 Compared to the Three and Nine Months Ended September 30, 2023
In 2023, the Company decided to discontinue business activities related to its underperforming clinic locations and BackSpace retail stores. As of December 31, 2023, all locations had been closed and all assets had been sold. We owned our medical clinics directly or had entered into long-term management services agreements to operate and control these medical clinics by contract. Our preference was to own the clinics; however, some state laws restrict the corporate practice of medicine and require a licensed medical practitioner to own the clinic. Accordingly, our managed clinics were owned exclusively by a medical professional within a professional service corporation (formed as a corporation or a limited liability company) under common control with us in order to comply with state laws regulating the ownership of medical practices. We were compensated under management services agreements through service fees based on the cost of the services provided, plus a specified markup percentage, and a discretionary annual bonus determined in the sole discretion of each professional service corporation.
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Revenues – Continuing Operations
The continuing operations of the business is precision medicine in cancer treatment based on activated protein analysis. The Company has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution. Ultimately our technology will be used to both gain FDA approval for treatments and also determine which patients will most benefit from those treatments.
Revenues from continuing operations for the three months and nine months ended September 30, 2024 consisted of $56,300 and $72,050, respectively.
Revenues – Discontinued Operations
Our revenue mix was diversified between medical treatments and physiological treatments. Our medical treatments were further segmented into traditional medical and regenerative medicine practices. We were an in-network provider for traditional physical medical treatments, such as physical therapy, chiropractic services and medical evaluations, with most private health insurance carriers. Regenerative medical treatments are typically not covered by insurance, but paid by the patient. For more information on our revenue recognition policies, see “Critical Accounting Policies and Estimates - Revenue Recognition.”
Cost of Revenues – Continuing Operations
Our cost of revenues consists of laboratory supplies and depreciation expenses of the laboratory equipment.
Laboratory supplies
Laboratory supplies consists of supplies necessary to perform clinical tests.
Laboratory supplies for the three months and nine months ended September 30, 2024 was approximately $70,000 and $107,000, respectively due to the acquisition of the laboratory in May 2024.
Laboratory Depreciation
Laboratory depreciation is related to our property and equipment purchases to use in the course of our business activities.
Laboratory depreciation for the three months and nine months ended September 30, 2024 was approximately $52,000 and $87,000, respectively due to the acquisition of the laboratory in May 2024.
Operating Expenses – Continuing Operations
Operating expenses consist of salaries and benefits and general and administrative expenses.
Salaries and benefits
Salaries and benefits consist of payroll, benefits and related party contracts.
Salaries and benefits expenses for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were $277,000 higher due to the additional staff in 2024 from the laboratory acquisition. The expenses for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023 decreased $212,000 due to the lower staff count in the first four months of 2024 due to the closure of the clinics in 2023.
General and administrative expense (G&A”)
General and administrative expense (“G&A”) consist of all other costs than, salaries and benefits.
G&A increased $707,000 in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to the additional costs associated with adding the laboratory in May 2024. G&A increased $926,000 in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to the sale or closure of all clinical locations in 2023 and the addition of the laboratory in 2024.
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Analysis of Cash Flows
The primary source of our operating cash flow is the collection of accounts receivable from patients, private insurance companies, government programs, self-insured employers and other payors.
During the nine months ended September 30, 2024, net cash used in operations decreased to approximately $2.0 million compared to $3.0 million for the nine months ended September 30, 2023. This decrease was primarily attributable to our lower net loss for the nine months ended September 30, 2024 and discontinuance of our operations in 2023.
Net cash used by investing activities during the nine months ended September 30, 2024 and 2023 was approximately ($0.4) and ($1.9) million, respectively. This was attributed to the notes receivable of $3.0 million issued and the sale of Louisiana Orthopedic operations of $1.0 million during the nine months ended September 30, 2023.
Net cash provided by financing activities during the nine months ended September 30, 2024 and 2023 was approximately $2.4 million and $4.3 million, respectively. The decrease is due to the issuance of preferred stock of $4.3 million during the nine months ended September 30, 2023.
Liquidity and Capital Resources
As of September 30, 2024, we had $0.2 million in cash and negative working capital of $5.8 million. As of December 31, 2023, we had cash of $0.2 million and negative working capital of $0.8 million. The decrease in working capital was primarily due to the use of cash for operating expenses and minimal revenues during the nine months ended September 30, 2024.
As of September 30, 2024, we had approximately $6.3 million in current liabilities. Approximately $2.1 million of our current liabilities outstanding were to our vendors. The current portion of our operating lease liability accounted for approximately $0.2 million of our current liabilities.
As of September 30, 2024, we had an accumulated deficit of $59.9 million. We anticipate that we will need to raise additional capital to fund future operations. However, we may be unable to raise additional funds or enter into such arrangements when needed or favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development or acquisition activity. Failure to receive additional funding could also cause us to cease operations, in part or in full. Furthermore, even if we believe we have sufficient funds for our current of future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations. Our management team has determined that our financial condition raises substantial doubt as to our ability to continue as a going concern.
Contractual Obligations
The following table summarizes our contractual obligations by period as of September 30, 2024:
| Payments Due by Period | ||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | |||||||||||||
| Operating lease obligations | 506,547 | 117,758 | 307,098 | 81,691 | ||||||||||||
| $ | 506,547 | $ | 117,758 | $ | 307,098 | $ | 81,691 | |||||||||
Impact of Inflation
We believe that inflation had a material impact on our results of operations for the nine months ended September 30, 2024 and 2023. Inflation was evident in staffing and supply costs related to the delivery of patient care. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
| ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As further discussed below, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that, because of certain material weaknesses in our internal control over financial reporting, our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2024. The material weaknesses are as follows:
| 1. | We do not have sufficient resources in our accounting department, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting, related party transactions, fair value estimates, accounting contingencies and analysis of financial instruments for proper classification in the consolidated financial statements, in a timely manner; | |
| 2. | Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness. |
We hired a consulting firm to advise on technical issues related to U.S. GAAP as related to the maintenance of our accounting books and records and the preparation of our consolidated financial statements. Although we are aware of the risks associated with not having dedicated accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting functions with dedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvement with additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessary improvements whenever they may be required. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that, because of certain material weaknesses in our internal control over financial reporting our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business, as described below. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us. Regardless of final outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings.
| ITEM 1A. | RISK FACTORS |
There have been no material changes to our Risk Factors as disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30.2024.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
| * | Filed herewith. |
| ** | This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of IMAC Holdings, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IMAC HOLDINGS, INC. | ||
| Date: January 17, 2025 | By: | /s/ Faith Zaslavsky |
| Faith Zaslavsky | ||
Chief Executive Officer (Principal Executive Officer) | ||
| Date: January 17, 2025 | By: | /s/ Sheri Gardzina |
| Sheri Gardzina | ||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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