IMAC Holdings (BACK) adds $7,530,929.74 senior secured notes and guarantees

Rhea-AI Filing Summary

IMAC Holdings, Inc. entered into a Securities Purchase Agreement with several investment funds on December 19, 2025 to issue senior secured notes with an aggregate original principal amount of $7,530,929.74. Because the notes were issued with original issue discount, the aggregate purchase price was approximately $6,332,901.16, paid through a mix of cash and repayment and cancellation of existing indebtedness owed to certain buyers.

The notes mature on January 31, 2026, do not bear interest unless an Event of Default occurs, and then accrue interest at 14% per annum. They rank senior to all existing and future indebtedness of the company and its subsidiaries and are secured by a first priority security interest in substantially all assets of IMAC and certain subsidiaries, including equity interests and deposit accounts.

Multiple operating subsidiaries provided a joint and several guaranty of all obligations under the purchase agreement, notes, and related documents, reinforcing the lenders’ claims if the company fails to perform.

Insights

Credit & capital structure analyst

IMAC adds short-term senior secured debt with broad collateral and guarantees.

IMAC Holdings issued senior secured notes with original principal of $7,530,929.74 for aggregate proceeds of approximately $6,332,901.16, combining cash funding with repayment and cancellation of existing indebtedness. This suggests a mix of refinancing and new liquidity, but the excerpt does not quantify the split between these components beyond buyer-level allocations.

The notes mature on January 31, 2026, implying a relatively short-term obligation. They bear no interest unless an Event of Default occurs, when the rate steps to 14% per annum. The notes are senior to all other current and future indebtedness and are secured by a first priority lien on substantially all assets of IMAC and certain subsidiaries, which increases creditor protection and concentrates recovery rights in these buyers.

Several operating subsidiaries jointly and severally guarantee the obligations, extending recourse across the group. Customary default triggers, including non-payment, insolvency events, and loss of collateral with a material adverse effect, could activate the higher interest rate and enforcement rights. Actual impact on equity holders depends on the company’s ability to service or refinance the notes by the stated maturity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): December 19, 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.

Securities Purchase Agreement

On December 19, 2025, IMAC Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cavalry Fund I SPV I LP, C/M Capital Master Fund LP, and Cavalry Fund I LP (collectively, the “Buyers”), pursuant to which the Company agreed to issue and sell to the Buyers senior secured notes (the “Notes”) in the aggregate original principal amount of $7,530,929.74.

The Notes were issued with original issue discount (“OID”). The Notes do not bear interest unless an Event of Default (as defined in the Notes) occurs, in which case the Notes will bear interest at a rate of 14% per annum. The Notes mature on January 31, 2026 (the “Maturity Date”). The Company may prepay all or any portion of the outstanding principal at any time without penalty or premium upon not less than two Business Days’ advance written notice.

The aggregate purchase price for the Notes was approximately $6,332,901.16, which was paid through a combination of (i) cash payments and (ii) the repayment and cancellation of existing indebtedness owed by the Company to certain of the Buyers. The allocation among the Buyers was as follows:

● Cavalry Fund I SPV I LP: $1,898,926.16 in Notes (for repayment and cancellation of existing indebtedness);

● Cavalry Fund I SPV I LP: $4,167,975.00 in Notes (for cash payment);

● C/M Capital Master Fund LP: $187,600.00 in Notes (for cash payment); and

● Cavalry Fund I LP: $78,400.00 in Notes (for cash payment).

The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries.

The Securities Purchase Agreement was in place November 14, 2025 and was resigned on December 19, 2025 once all exhibits were completed.

Security Agreement

In connection with the Purchase Agreement, on December 19, 2025, the Company and certain of its subsidiaries (collectively, the “Grantors”) entered into a Security and Pledge Agreement (the “Security Agreement”) with Cavalry Fund I SPV I LP, as collateral agent (the “Collateral Agent”) for the Buyers. Pursuant to the Security Agreement, the Grantors granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Buyers, a continuing first priority security interest in substantially all of their assets, including:

● all accounts, chattel paper, commercial tort claims, and documents;

● all equipment, fixtures, goods, and inventory;

● all general intangibles, including payment intangibles and intellectual property;

● all instruments and investment property;

● all deposit accounts, securities accounts, and commodity accounts;

● all equity interests in subsidiaries; and

● all proceeds of the foregoing.

The Security Agreement contains customary representations, warranties, and covenants, including covenants regarding the maintenance and protection of the collateral, restrictions on the creation of additional liens, and requirements for the establishment of controlled deposit accounts.

Guaranty

In connection with the Purchase Agreement, on December 19, 2025, the following subsidiaries of the Company (collectively, the “Guarantors”) executed and delivered a Guaranty (the “Guaranty”) in favor of the Collateral Agent for the benefit of the Buyers:

● Ignite Proteomics LLC;

● IMAC Regeneration Center of St Louis, LLC;

● Advantage Hand Therapy and Orthopedic Rehabilitation, LLC;

● Louisiana Orthopaedic & Sports Rehab Institute;

● IMAC Management Services, LLC;

● IMAC Regeneration Management of Nashville, LLC;

● IMAC Management of Illinois, LLC;

● IMAC Management of Florida, LLC;

● Back Company Franchise, LLC; and

● Back Space, LLC.

Pursuant to the Guaranty, each Guarantor jointly and severally, unconditionally and irrevocably guaranteed the punctual payment and performance of all obligations of the Company under the Purchase Agreement, the Notes, and the other transaction documents. The Guaranty will remain in full force and effect until payment in full of all guaranteed obligations.

Events of Default

The Notes contain customary events of default, including:

● failure to pay principal or other amounts when due under the Notes or other transaction documents;

● bankruptcy, insolvency, reorganization, or liquidation proceedings;

● failure or cessation of validity of any transaction document or security document;

● failure of any security document to create a valid and perfected first priority lien; and

● material damage to, loss, theft, or destruction of collateral that could have a material adverse effect.

Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the outstanding principal at a rate of 14% per annum.

The foregoing descriptions of the Purchase Agreement, the Notes, the Security Agreement, and the Guaranty are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 4.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The Notes were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The Buyers represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 November 20, 2025 and incorporated herein by reference).
10.1		Securities Purchase Agreement, dated as of December 19, 2025, by and among IMAC Holdings, Inc. and the Buyers named therein
10.2		Security and Pledge Agreement, dated as of December 19, 2025, by and among IMAC Holdings, Inc., certain subsidiaries of IMAC Holdings, Inc., and Cavalry Fund I SPV I LP, as Collateral Agent
10.3		Guaranty, dated as of December 19, 2025, by certain subsidiaries of IMAC Holdings, Inc. in favor of Cavalry Fund I SPV I LP, as Collateral Agent
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: December 30, 2025

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

FAQ

What type of financing did IMAC Holdings (BACK) enter into?

IMAC Holdings entered into a Securities Purchase Agreement with several funds under which it issued senior secured notes with an aggregate original principal amount of $7,530,929.74. These notes are secured by a first priority lien on substantially all assets of the company and certain subsidiaries.

How much cash and value did IMAC Holdings (BACK) receive from the senior secured notes?

The aggregate purchase price for the notes was approximately $6,332,901.16, provided through a combination of cash payments and repayment and cancellation of existing indebtedness owed by IMAC to certain buyers.

When do IMAC Holdings’ new senior secured notes mature and what is the interest rate?

The notes mature on January 31, 2026. They do not bear interest unless an Event of Default occurs, in which case the outstanding principal accrues interest at 14% per annum.

What collateral secures IMAC Holdings’ senior secured notes?

The notes are secured by a continuing first priority security interest in substantially all assets of IMAC and certain subsidiaries, including accounts, equipment, inventory, general intangibles, investment property, deposit and securities accounts, equity interests in subsidiaries, and all related proceeds.

Which IMAC Holdings (BACK) subsidiaries guaranteed the new debt?

Subsidiaries including Ignite Proteomics LLC, several IMAC Regeneration and IMAC Management entities, Advantage Hand Therapy and Orthopedic Rehabilitation, LLC, Louisiana Orthopaedic & Sports Rehab Institute, Back Company Franchise, LLC, and Back Space, LLC jointly and severally guaranteed all obligations under the notes and related documents.

What events of default apply to IMAC Holdings’ senior secured notes?

Customary events of default include failure to pay principal or other amounts when due, bankruptcy or insolvency proceedings, failure or loss of validity of transaction or security documents, failure of any security document to create a valid and perfected first priority lien, and material damage, loss, theft, or destruction of collateral that could have a material adverse effect.