10-K: IMAC Holdings Shifts Focus to Proteomics After Selling Patient Care Assets; Faces Nasdaq Delisting

IMAC Holdings transitions to proteomic services, acquiring Theralink assets, while grappling with Nasdaq delisting due to Minimum Equity Rule non-compliance.

Summary

• IMAC Holdings, Inc. is now focused on providing proteomic services for oncology clinical treatment decisions and biopharmaceutical drug development, having sold or discontinued patient care at all its locations by December 31, 2023.
• In May 2024, IMAC acquired certain assets and rights of Theralink Technologies, Inc., including a CLIA-certified laboratory in Golden, Colorado.
• IMAC formed a wholly-owned subsidiary, Ignite Proteomics LLC, to operate the acquired medical lab and deliver proteomic services.
• Ignite Proteomics expects to generate revenue from clinical diagnostic testing, research contracts, clinical trials, and partnerships.
• The company's common stock began trading on the OTC Pink Market under the symbol BACK on March 26, 2025, after being suspended from trading on Nasdaq.
• IMAC intends to apply to have its common stock traded on the OTCQB.
• The company reported a net loss of $9.0 million for the year ended December 31, 2024, including a $2.7 million expense related to a reserve for a CMS request for payment related to a Medicare audit from discontinued operations.
• As of December 31, 2024, the company had federal and state net operating loss carryforwards of approximately $59.5 million.
• The company's management has identified material weaknesses in its internal controls over financial reporting.
• As of March 31, 2025, IMAC employed 15 individuals.
• The company is involved in legal proceedings, including a complaint filed by Lincoln Gardens Partners, LLC relating to an alleged default in a foreclosure action.
• The company is susceptible to risks relating to investigation or audit by the Centers for Medicare & Medicaid Services (CMS), health insurance providers and the IRS.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While the company is transitioning to a new business model with potential, it faces significant financial challenges, regulatory hurdles, and delisting from Nasdaq. The sentiment is cautiously negative.

Positives

• The company has shifted its focus to proteomic products and services, which may offer higher growth potential.
• The company acquired certain assets of Theralink Technologies, Inc. in May 2024, including a CLIA-certified lab.
• Ignite has obtained credentials to bill Medicare for reimbursement for our Ignite proteomics test and is in the process of obtaining credentials for reimbursement by certain other third-party payors.
• The company has federal and state net operating loss carryforwards of approximately $59.5 million as of December 31, 2024.

Negatives

• IMAC's common stock is now trading on the OTC Pink Market after being delisted from Nasdaq.
• The company reported a net loss of $9.0 million for 2024, with $2.7 million attributed to discontinued operations.
• The company's management has identified material weaknesses in its internal controls over financial reporting.
• The company is susceptible to risks relating to investigation or audit by the Centers for Medicare & Medicaid Services (CMS), health insurance providers and the IRS.

Risks

• The company's future operations may not result in net income.
• The company may not be able to sustain or increase profitability on a quarterly or annual basis in the future.
• The company has a need for additional funding and may be unable to raise capital when needed.
• The company may not realize the benefits of strategic alliances.
• The company is susceptible to risks relating to investigation or audit by the Centers for Medicare & Medicaid Services (CMS), health insurance providers and the IRS.
• Regulatory changes, such as proposed government regulation of LDTs, could require us to conduct additional clinical trials or result in delays, increased costs, or the failure to obtain necessary regulatory approvals, which could harm our business.
• The patent positions of companies such as ours are generally uncertain and involve complex legal and factual questions.

Future Outlook

The company anticipates needing to raise additional capital to fund future operations and plans to further explore international opportunities once sufficient funding and operational resources are available.

Management Comments

• The Companys management believes ongoing clinical data, guideline endorsements, and expanded research collaborations will position Ignite as a premier resource for next-generation proteomic diagnostics in oncology.

Industry Context

The company operates in the competitive cancer information field, accentuated by rapid advancements in product development, and faces competition from companies with greater resources.

Management Changes

Legal Proceedings

• Lincoln Gardens Partners, LLC d/b/a Twin Lakes Office Park (Landlord), filed a complaint against the Company, IMAC Management of Florida (IMAC Florida), and Mr. Marty Willmitch on March 14, 2025 in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida relating to an alleged default in a foreclosure action regarding a lease by Landlord of the Companys former clinic location in Tampa, Florida.

Related Party Transactions

• On February 14, 2025, the Company issued a promissory note to Jeffrey Busch, the Chairman of the Board of Directors, in the principal amount of $22,000, for an aggregate purchase price of $20,000.
• On March 13, 2025, the Company issued a promissory note to Jeffrey Busch in the principal amount of $27,500, for an aggregate purchase price of $25,000.
• On March 19, 2025, the Company issued a promissory note to Jeffrey Busch in the principal amount of $16,500, for an aggregate purchase price of $15,000.

Stakeholder Impact

• Shareholders face potential dilution from future equity offerings and the risk of further stock price decline.
• Employees may experience uncertainty due to the company's financial instability and strategic shift.
• Customers and suppliers may be concerned about the company's ability to meet its obligations.

Next Steps

• The Company intends to apply to have its common stock traded on the OTCQB.
• The Company plans to further explore international opportunities once we have sufficient funding and operational resources to implement our expansion strategy abroad.

Key Dates

Keywords

proteomics, oncology, Theralink, Ignite Proteomics, delisting, Nasdaq, OTC Pink Market, financial results, internal controls, Medicare, CMS, LDTs