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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 |
