8-K: IMAC Holdings Faces Nasdaq Delisting After Failing to Meet Equity Requirements

IMAC Holdings, Inc. will be delisted from the Nasdaq Capital Market due to non-compliance with minimum stockholders' equity requirements, with trading suspension set for March 26, 2025.

Summary

• IMAC Holdings, Inc. received notice from Nasdaq on January 21, 2025, that it no longer complies with the minimum stockholders' equity requirement for continued listing.
• The company's request to continue its listing on Nasdaq was denied by the Nasdaq Hearings Panel on March 24, 2025.
• Trading of IMAC Holdings' common stock will be suspended at the open of trading on March 26, 2025.
• Nasdaq is expected to file a Notification of Removal from Listing on Form 25 with the SEC.
• The company intends to apply to have its common stock traded on the OTCQB.
• If the OTCQB application is not approved, the company's common stock is expected to trade on the OTC Pink Market under the symbol BACK beginning March 26, 2025.
• The company states that the transition to the OTC Pink Market is not expected to affect its business operations or SEC reporting requirements.

Sentiment

Score: 2

Explanation: The sentiment is negative due to the delisting from Nasdaq, which raises concerns about the company's financial health and future prospects. The move to the OTC Pink Market is generally viewed as a less desirable outcome.

Positives

• The company intends to apply to have its common stock traded on the OTCQB.
• The transition of the company's common stock and warrants to the OTC Pink Market and to the OTCQB is not expected to affect the company's business operations or its reporting requirements under the rules of the SEC.

Negatives

• IMAC Holdings is being delisted from the Nasdaq Capital Market.
• The company failed to maintain the minimum stockholders' equity requirement of $2.5 million.
• Trading of the company's common stock will be suspended on Nasdaq starting March 26, 2025.
• If the company is not able to list such securities on another approved national securities exchange or over-the-counter market, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for the common stock; (ii) reduced liquidity for the common stock; and (iii) a decreased ability to issue additional securities or obtain additional financing in the future.
• Quotation on the OTC Pink Market will likely result in a less liquid market for existing and potential holders of the company's common stock to trade such securities and could further depress the trading price of the common stock.

Risks

• There is no guarantee that the company's application to trade on the OTCQB will be approved.
• Trading on the OTC Pink Market may result in a less liquid market and could depress the trading price of the common stock.
• The company faces potential adverse consequences if it cannot list its securities on another approved exchange or over-the-counter market, including limited market quotations, reduced liquidity, and decreased ability to raise capital.

Future Outlook

The company intends to apply to have its common stock traded on the OTCQB and, if that fails, expects to trade on the OTC Pink Market. The company disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the company's expectations or any change of events, conditions, or circumstances on which any such statement is based.

Industry Context

Delisting from major exchanges like Nasdaq can negatively impact a company's visibility, investor confidence, and access to capital. Companies facing delisting often attempt to move to over-the-counter markets to maintain some level of trading activity.

Comparison to Industry Standards

• Many companies that fail to meet Nasdaq's minimum equity requirements face similar delisting procedures.
• Companies like IMAC Holdings often seek to transition to OTC markets, such as OTCQB or OTC Pink, to maintain trading activity, although these markets typically have lower trading volumes and less stringent listing requirements compared to Nasdaq.
• Compared to companies that successfully maintain Nasdaq listing, IMAC Holdings faces increased challenges in attracting institutional investors and securing favorable financing terms.

Stakeholder Impact

• Shareholders may experience reduced liquidity and a potential decrease in the trading price of the common stock.
• The company's ability to issue additional securities or obtain additional financing in the future may be decreased.

Next Steps

• Nasdaq will complete the delisting by filing a Notification of Removal from Listing on Form 25 with the SEC.
• The company intends to apply to have its common stock traded on the OTCQB.
• If the OTCQB application is not approved, the company's common stock is expected to trade publicly on the OTC Pink Market under its existing symbols BACK beginning on March 26, 2025.

Key Dates

Keywords

delisting, Nasdaq, IMAC Holdings, OTCQB, OTC Pink Market, stockholders' equity, compliance