STOCK TITAN

[8-K] IMAC HOLDINGS INC Reports Material Event

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IMAC Holdings, Inc. (ticker: BACK) filed an 8-K on 17 Jun 2025 disclosing a new promissory note. The company issued an unsecured note with an aggregate principal of $301,000 in exchange for $215,000 cash proceeds from a single lender, implying a substantial original-issue discount. The note carries a short maturity date of 24 Dec 2025—about six months—suggesting near-term repayment pressure. Management can prepay at any time without penalty, which provides financial flexibility. Standard representations, covenants and bankruptcy-related default triggers apply; upon default, the lender may accelerate repayment. No collateral, equity conversion features, or warrants were disclosed, and the instrument references the form of note previously filed on 6 May 2025 (Exhibit 4.1).

Key implications for investors:

  • The additional borrowing modestly increases leverage for this micro-cap company, though the absolute dollar amount is small.
  • The unsecured structure avoids encumbering assets, but the discount (≈29% between principal and cash received) indicates a high effective cost of capital.
  • Management’s ability to prepay without penalty could reduce interest expense if cash flow permits early retirement.
  • The short tenor concentrates refinancing/repayment risk into the next two quarters, making future liquidity updates important.

No other material agreements, financial statements, or earnings data accompanied the filing.

Positive

  • The note is unsecured and can be prepaid without penalty, preserving asset flexibility and allowing the company to retire the debt early if cash flow improves.

Negative

  • The company accepted a $301k principal for only $215k in cash, reflecting a high effective interest cost and indicating limited access to low-cost capital.
  • The six-month maturity concentrates refinancing or repayment risk into late 2025, potentially straining near-term liquidity.

Insights

TL;DR: Small, high-cost note adds liquidity but raises near-term repayment risk; overall impact neutral for such a small amount.

The $215k cash infusion provides incremental working capital for a company whose market cap and cash balances are typically limited. Because the note is unsecured and prepayable, management retains operating flexibility without pledging assets. However, the almost 29% discount translates to an expensive effective annualized rate >30% if held to maturity. Given the brief six-month tenor, investors should watch cash burn, upcoming catalysts, and any additional financing. Absent these, dilution or refinancing may be needed. In absolute terms, the principal is unlikely to materially change the valuation outlook, so I regard the disclosure as neutral.

TL;DR: Note heightens short-term liquidity risk; costly discount signals constrained capital access—slightly negative.

The issuance at a steep discount highlights BACK’s limited financing options and potentially weak credit profile. Although unsecured, the note’s December 2025 maturity compresses repayment into a narrow window. Without substantial cash generation, the company may face roll-over risk or forced equity issuance. Default provisions tied to insolvency accelerate repayment, which could trigger a liquidity crunch. The covenant package appears light, but the effective cost of capital underscores deteriorating risk-adjusted financing terms.

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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): June 17, 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 June 17, 2025, IMAC Holdings, Inc. (the “Company”) issued a promissory note (the “Note”) to a certain lender (the “Lender”) in the aggregate principal amount of $301,000 for an aggregate purchase price from the Lenders of $215,000.

 

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 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: June 18, 2025

 

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

 

 

 

 

FAQ

What financing did IMAC Holdings (BACK) disclose in its June 2025 8-K?

The company issued an unsecured promissory note with a $301,000 principal for $215,000 cash proceeds.

When does the new BACK promissory note mature?

The note matures on 24 December 2025.

Is the IMAC Holdings note secured by company assets?

No. The filing states the note is unsecured, meaning no collateral was pledged.

Can IMAC Holdings prepay the note without penalty?

Yes. The company may prepay any portion at any time without incurring a penalty.

What events could trigger default on the BACK promissory note?

Customary events such as bankruptcy or insolvency would allow the lender to demand immediate repayment.

Where can investors find the full text of the promissory note?

It is filed as Exhibit 4.1 to the company's 8-K dated 6 May 2025 and incorporated by reference in this filing.
Imac Hldgs Inc

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1.26M
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Medical Care Facilities
Services-specialty Outpatient Facilities, Nec
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United States
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