IMAC Holdings (BACK) issues short-term note as board member exits

Rhea-AI Filing Summary

IMAC Holdings, Inc. disclosed two key developments. The company issued an unsecured promissory note with an aggregate principal amount of $179,375 to a lender for a purchase price of $128,125. The note matures on December 24, 2025, can be prepaid at any time without penalty, and contains customary covenants and default provisions, including bankruptcy or insolvency events that could make the full amount immediately due.

The company also reported that on September 12, 2025, director Michael D. Pruitt resigned from the Board, effective immediately. His resignation was stated not to result from any disagreement with the company’s operations, policies, or practices. IMAC does not currently plan to appoint a new director to fill the vacancy, and the Board will reassign his Audit Committee and Compensation Committee roles to existing directors to maintain required governance and independence standards.

Insights

Corporate finance and governance analyst

IMAC adds short‑term unsecured debt and adjusts its board.

IMAC Holdings entered into an unsecured promissory note with a principal amount of $179,375 for a purchase price of $128,125, creating a short‑term funding source. The note matures on December 24, 2025 and allows prepayment without penalty, which gives the company flexibility if cash flows permit earlier repayment.

The unsecured nature means the lender has no specific collateral, and the note includes customary events of default, including certain bankruptcy or insolvency events, under which the principal could become immediately due. This concentrates a repayment obligation into a relatively near‑term window, so the impact will depend on the company’s liquidity as that date approaches.

On the governance side, director Michael D. Pruitt resigned effective September 12, 2025, with the company stating there was no disagreement over operations, policies, or practices. IMAC does not plan to appoint a replacement now and will fill his Audit and Compensation Committee roles with existing directors, which maintains committee coverage but slightly reduces the size of the overall Board.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2025

IMAC Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38797		83-0784691
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3401 Mallory Lane, Suite 100 Franklin, Tennessee		37067
(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:

☐	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(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BACK		OTC Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 16, 2025, IMAC Holdings, Inc. (the “Company”) issued a promissory note (the “Note”) to a certain lender (the “Lender”) in the aggregate principal amount of $179,375 for an aggregate purchase price from the Lenders of $128,125.

The Note is unsecured and matures on December 24, 2025. The Company may prepay any portion of the outstanding principal at any time without penalty.

The Note includes customary representations, warranties and covenants and sets forth certain events of default after which the outstanding principal may be declared immediately due and payable, including certain types of bankruptcy or insolvency events of default involving the Company.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of the form of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2025 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, Michael D. Pruitt notified the Board of Directors (the “Board”) of IMAC Holdings, Inc. (the “Company”) of his resignation as a director, effective immediately. Mr. Pruitt’s decision to resign was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Following Mr. Pruitt’s resignation, the Company does not currently plan to appoint a new director to fill the resulting vacancy on the Board at this time. The Board will fill Mr. Pruitt’s positions on the Audit Committee and the Compensation Committee with existing directors to ensure continued compliance with applicable governance and independence requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Promissory Note (filed as Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on May 6, 2025 and incorporated herein by reference).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: September 18, 2025

	IMAC HOLDINGS, INC.
	By:	/s/ Faith Zaslavsky
	Name:	Faith Zaslavsky
	Title:	Chief Executive Officer

FAQ

What new debt did IMAC Holdings (BACK) incur in this 8-K?

IMAC Holdings issued an unsecured promissory note with an aggregate principal amount of $179,375 to a lender for a purchase price of $128,125, maturing on December 24, 2025.

When does the new IMAC Holdings promissory note mature?

The promissory note issued by IMAC Holdings matures on December 24, 2025, at which time the remaining outstanding principal becomes due unless prepaid earlier.

Can IMAC Holdings (BACK) prepay the new note without penalty?

Yes. IMAC Holdings may prepay any portion of the outstanding principal on the promissory note at any time without penalty, providing repayment flexibility.

Which director resigned from IMAC Holdings and when?

Michael D. Pruitt resigned as a director of IMAC Holdings on September 12, 2025, with his resignation effective immediately as disclosed in the 8-K.

Did Michael D. Pruitt’s resignation involve a disagreement with IMAC Holdings?

The company stated that Mr. Pruitt’s decision to resign was not the result of any disagreement with IMAC Holdings regarding its operations, policies, or practices.

Will IMAC Holdings (BACK) appoint a new director to replace Michael D. Pruitt?

IMAC Holdings indicated it does not currently plan to appoint a new director to fill the vacancy created by Mr. Pruitt’s resignation and will reassign his committee roles to existing directors.

How will IMAC Holdings handle audit and compensation oversight after the director resignation?

The Board plans to fill Mr. Pruitt’s positions on the Audit Committee and Compensation Committee with existing directors to maintain compliance with governance and independence requirements.