[Form 4] Quest Resource Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

IMAC Holdings, Inc. (NASDAQ: BACK) filed a restated Form 10-Q/A for the quarter ended 30 June 2024. The amendment corrects previously issued statements after the Audit Committee determined preferred-dividend accounting was materially misstated. The restatement reallocates US$525k of accrued dividends from current liabilities to additional paid-in capital, but does not change total assets or net loss.

Operating results (continuing operations):

• Revenues: US$15.8k (precision-medicine collaboration fees).
• Gross loss: US$(56.3)k as initial lab start-up expenses exceeded sales.
• Operating loss: US$(1.40)m for the quarter; US$(1.81)m YTD.
• Net loss available to common holders: US$(2.03)m for the quarter; US$(2.52)m YTD, or US$(2.16) per share.

Balance sheet (30 Jun 24, restated):

• Cash rose to US$0.89 m from US$0.22 m at 31 Dec 23, helped by US$1.35 m of preferred-stock proceeds and a US$1.0 m net promissory-note raise.
• Total assets: US$2.22 m, including US$1.01 m of newly acquired lab equipment from Theralink.
• Current liabilities: US$3.99 m, driving a working-capital deficit of roughly US$(3.3) m.
• Stockholders’ deficit widened to US$(1.77) m.

Capital & financing actions: 43.5 k shares of Series C-2/D/E/F preferred stock and 2.8 m warrants issued, raising US$1.35 m; US$1.4 m face value 40 % OID notes issued for US$1.0 m cash. Subsequent to the quarter, the company:

• Raised an additional US$0.6 m (US$0.84 m face) via notes.
• Closed a US$3.74 m PIPE for Series G preferred shares and warrants, using US$2.24 m to retire earlier notes.

Strategic shift: All legacy clinics have been sold or closed; ongoing business is now Ignite Proteomics, a precision-medicine lab leveraging Theralink assets for breast-cancer protein analysis and pharma collaborations.

Risk & controls: Management expresses substantial doubt about going-concern status. Two material weaknesses (inadequate accounting resources and segregation-of-duties) remain unresolved. Multiple CMS audits on discontinued operations could trigger material repayments. A Tampa clinic lease is in default.

Outlook: Management must scale Ignite revenues, secure Medicare reimbursement, remediate control gaps and refinance expensive debt to alleviate liquidity pressure and justify the US$51 m preferred-stock liquidation preference outstanding.

Positive

• Cash position quadrupled to US$0.89 m quarter-over-quarter, reflecting new equity and debt financing.
• Strategic divestiture of loss-making clinics completed, allowing focus on higher-margin precision-medicine segment.
• Acquisition of Theralink assets provides proprietary proteomic capability and potential pharma collaboration revenue.
• Post-quarter PIPE financing of US$3.74 m strengthens liquidity and repaid US$2.24 m of promissory notes.

Negative

• Going-concern doubt due to US$(3.3) m working-capital deficit and sustained operating losses.
• Restatement & material weaknesses highlight inadequate internal controls and accounting resources.
• Minimal revenue (US$15.8k) versus quarterly operating expenses of US$1.35 m indicates long path to break-even.
• Highly dilutive capital structure: US$51 m preferred liquidation preference, 2.9 m warrants outstanding, and expensive 40 % OID debt.
• Outstanding CMS audits could impose >US$4 m in extrapolated repayments, adding contingent liability.
• Default on Tampa lease and other legal contingencies increase risk profile.

Insights

Senior Equity Analyst

TL;DR: Restatement, weak revenue, high-cost debt and going-concern doubt outweigh modest cash uptick—credit profile remains stressed.

The amendment corrects dividend accounting but confirms unchanged losses. Revenue of only US$16k underscores the early stage of the new lab, while quarterly cash burn (US$1.0 m) far exceeds existing liquidity. Financing relied on 40 % OID notes and high-dividend preferred stock, creating a US$51 m liquidation stack senior to common equity. The PIPE improves near-term cash yet is broadly dilutive. Material weaknesses and CMS contingencies add execution risk. Unless Ignite secures Medicare billing and scales volumes quickly, further dilution or a restructuring is plausible.

Healthcare Industry Specialist

TL;DR: Asset pivot to precision-oncology offers upside, but commercialization timeline and reimbursement hurdles are significant.

Theralink’s proteomic platform is scientifically differentiated and could attract pharma collaborations; however, clinical testing revenue will remain de minimis until Medicare and major payors credential the lab—a process that can take 12-18 months. Meanwhile, fixed lab overhead raises cash burn. Management’s compassionate-care program may build clinical evidence but will not generate cash. Successful integration, CLIA compliance, and demonstrated payer savings are prerequisites for broader adoption. In the near term, investors should track test-volume ramp, credentialing milestones and any pharma deal announcements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sweitzer David P

(Last) (First) (Middle)

3481 PLANO PARKWAY

(Street)

THE COLONY TX 75056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quest Resource Holding Corp [ QRHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2025		M(1)		8,333	A	(2)	16,844	D
Common Stock	06/26/2025		F		2,611	D	$2.31	14,233	D
Common Stock								22,425(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	06/26/2025		M			8,333	(4)	(4)	Common Stock	8,333	$0	16,667	D

Explanation of Responses:

1. Represents the vesting of one third of the restricted stock units ("RSUs") granted on June 26, 2024. Each RSU represents a contingent right to receive one share of common stock upon vesting.

2. RSUs convert into common stock on a one-for-one basis.

3. These securities represent deferred stock units granted under the Issuer's 2012 Incentive Compensation Plan held by the Reporting Person.

4. One-third of this RSU grant vested on June 26, 2025 and thereafter, an additional one-third shall vest on each of June 26, 2026 and June 26, 2027.

	/s/ Laura Nisbett, as Attorney-In-Fact	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did IMAC Holdings (BACK) restate its Q2 2024 financials?

The Audit Committee found errors in accounting for preferred dividends; the restatement reclassified US$525 k but left net loss unchanged.

What is IMAC's cash burn and liquidity position after the quarter?

Net operating cash burn was US$1.0 m in six months; cash stood at US$0.89 m on 30 Jun 24, supplemented by a US$3.74 m PIPE in Nov-24.

How much revenue did the new precision-medicine segment generate?

Continuing operations recorded only US$15,750 in collaboration fees for Q2 2024, reflecting early commercialisation.

What financing steps did IMAC take during and after the quarter?

The company issued Series C-2/D/E/F preferred stock (US$1.35 m), a 40 % OID note (US$1.0 m net), and later raised US$3.74 m via Series G preferred.

What are the key risks highlighted in the 10-Q/A?

Risks include going-concern uncertainty, CMS audit liabilities, material control weaknesses, high-cost debt, and reliance on obtaining Medicare credentialing for Ignite.