UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
Information
Required in Proxy Statement
Schedule
14a Information
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒ |
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Filed
by a Party other than the Registrant ☐ |
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Check
the appropriate box: |
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Under Rule 14a-12 |
IMAC
Holdings, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
IMAC
HOLDINGS, INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
August
30, 2024
To
our Stockholders:
The
annual meeting of stockholders (the “Annual Meeting”) of IMAC Holdings, Inc. (“IMAC” or the “Company”)
will be held virtually on August 30, 2024 at 11:00 a.m., central time as a listen-only conference call by calling (877) 407-3088
(toll free) or +1 (877) 407-3088 (international). At the Annual Meeting, you will be asked to consider and vote on:
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the
election of five (5) directors to the board of directors of the Company to serve for one year; |
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2. |
the
ratification of Marcum LLP as auditors of the Company for 2024; |
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the
approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers; and |
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the
amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance
thereunder. |
Action
will also be taken on any other matters that properly come before the Annual Meeting. If you are a stockholder of record at the close
of business on July 17, 2024 (the “Record Date”), you are entitled to vote at the meeting or at any adjournment or
postponement of the meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS IN THE PROXY STATEMENT AND “FOR”
THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON
AUGUST 30, 2024, AT 11:00 A.M., CENTRAL TIME.
IMAC
Holdings, Inc.’s Notice of Annual Stockholder
Meeting, our Proxy Statement, a form of the proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 (the
“Annual Report”) are available online at www.IMAC.vote.
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This
Proxy Statement and the accompanying form of proxy are dated July 30, 2024. On or about July 30, 2024, we began mailing
printed copies of the proxy materials to stockholders.
All
stockholders of the Company are cordially invited to attend the Annual Meeting in person. To assure your representation at the Annual
Meeting, however, you are urged to mark, sign and return the proxy as promptly as possible. If you later desire to revoke your proxy
for any reason, you may do so in the manner provided in the accompanying Proxy Statement. Your shares of the Company’s common stock
will be voted in accordance with the instructions you give in your proxy. You will find more instructions on how to vote in the accompanying
Proxy Statement.
You
may submit a proxy for your shares by mail, email or via the internet no later than 7:00 p.m., central time, on August 29, 2024
(as directed on the proxy card). If you choose to submit your proxy card by mail, the Company has enclosed an envelope for your use,
which is prepaid if mailed in the United States. If you attend the Annual Meeting and your shares are registered in your name, you may
also vote in person at the Annual Meeting until voting is closed. If your shares are held through a bank, broker or other nominee, because
you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid
proxy in your name from your broker, bank or other nominee.
Accompanying
this Notice of Annual Meeting to the Company’s stockholders are (a) the Proxy Statement, and (b) a form of proxy (or a voting instruction
form if you hold shares of common stock through a broker or other intermediary).
YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
The
enclosed materials require the Company’s stockholders to make important decisions with respect to the Company. Please carefully
read the accompanying Proxy Statement, as these documents contain detailed information relating to, among other things, the dissolution
of the Company. If you are in doubt as to how to make these decisions, please consult your financial, legal or other professional advisors.
NEITHER
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED ANY OF THE
MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING, PASSED UPON THE MERITS OR FAIRNESS OF SUCH MATTERS OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
If
you have any questions, or need assistance in voting your shares, please contact our transfer agent, which is assisting us in the solicitation
of proxies:
EQUITY
STOCK TRANSFER
237
West 37th Street, Suite 602
New
York, NY 10018
Tel:
(212) 575-5757
Fax:
(646) 201-9006
Attention:
Shareholder Services
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By
Order of the Board of Directors, |
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/s/
Cary W. Sucoff |
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Cary
W. Sucoff |
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Interim
Chairman of the Board of Directors |
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July
30, 2024 |
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IMAC
HOLDINGS, INC.
3401
Mallory Lane, Suite 100
Franklin,
Tennessee 37067
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
August
30, 2024
The
annual meeting of stockholders (the “Annual Meeting”) of IMAC Holdings, Inc. (“IMAC,” the “Company,”
“us,” “we” or “our”) will be held virtually on August 30, 2024 at 11:00 a.m., central time
as a listen-only conference call by calling (877) 407-3088 (toll free) or +1 (877) 407-3088 (international).
Our
board of directors (the “Board of Directors”) is soliciting your proxy to vote your shares of common stock at the Annual
Meeting or any adjournments of that meeting. This Proxy Statement, which was prepared by our management for the Board of Directors, contains
information about the matters to be considered at the Annual Meeting or any adjournments or postponements of the Annual Meeting. All
proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on the proxy you
submit for the Annual Meeting, it will be voted in accordance with the recommendation of the Board of Directors. You may revoke your
proxy at any time before it is exercised at the Annual Meeting by giving our Secretary written notice to that effect. This Proxy Statement
and our annual report are first being sent to stockholders on or about July 30, 2024.
ABOUT
THE MEETING
What
is being considered at the annual Meeting?
You
will be voting for:
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1. |
the
election of five (5) directors to the Board of Directors of the Company to serve for one year; |
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2. |
the
ratification of Marcum LLP as our independent registered public accounting firm for 2024; |
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the
approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers; and |
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the
amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance
thereunder. |
In
addition, our management will address such other business as may properly come before the meeting or any adjournment thereof.
The
Board of Directors does not intend to present to the Annual Meeting any matters not referred to in this Proxy Statement. If any proposal
not set forth in this Proxy Statement should be presented for action at the Annual Meeting and is a matter which should come before the
Annual Meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the
judgment of the persons voting them.
When
and where is the Annual Meeting going to be held?
The
Annual Meeting will be held virtually on August 30, 2024 at 11:00 a.m., central time, as a listen-only conference call by calling
(877) 407-3088 (toll free) or +1 (877) 407-3088 (international). We will have technicians ready to assist you with any technical difficulties
you may have in accessing the virtual Annual Meeting. If you encounter any difficulties, please call (877) 804-2062 (toll free) or email
proxy@equitystock.com.
How
many votes must be present to hold the Annual Meeting?
Your
shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by mail.
For us to conduct our meeting, a majority of our outstanding shares as of the Record Date, must be present at the meeting, in person
or by proxy. This is referred to as a quorum. On the Record Date, we had 1,721,819 shares outstanding.
Who
can vote at the Annual Meeting?
You
may vote if you owned common stock as of the close of business on the Record Date. Each share of stock is entitled to one vote.
All
shares and related price amounts in this proxy statement reflect the 1-for-30 reverse stock split of our common stock effected on September
7, 2023.
Who
is being nominated for director?
The
director candidates nominated for election at the Annual Meeting are Peter Beitsch, Maurice E. Evans, Michael D. Pruitt, Matthew
Schwartz, and Cary W. Sucoff.
What
should I do if I receive more than one proxy card or other set of proxy materials from the Company?
If
you hold your shares in multiple accounts or registrations, or in both registered and street name, you will receive a proxy card for
each account. Please sign, date, and return all proxy cards you receive from the Company. Only your latest dated proxy for each account
will be voted. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under
the same name and address. Our transfer agent is Equity Stock Transfer, tel.: (212) 575-5757.
What
is the difference between holding shares as a record holder and as a beneficial owner?
If
your shares are registered in your name with the Company’s transfer agent, Equity Stock Transfer, you are the “record holder”
of those shares. If you are a record holder, these proxy materials will be provided directly to you.
If
your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner”
of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded
to you by that organization. As the beneficial owner, you have the right to instruct such organization on how to vote your shares.
How
do I vote?
If
you are a stockholder of record, you may:
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Vote
by internet. You will find the Control number and the internet address on your proxy card. |
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Vote
by email. Mark, date, sign the Proxy Card and send to proxy@equitystock.com. |
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Vote
by mail. Mark, date, sign and mail the Proxy Card to Equity Stock Transfer, 237 W. 37th St., Suite 602, New York, NY 10018, Attention:
Shareholder Services. |
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Vote
in person. Attend and vote virtually at the Annual Meeting by accessing the live audio conference
call at (877) 407-3088 and present the unique 12-digit control number on your proxy card. |
If
you vote by internet, or email, please DO NOT mail your proxy card.
If
you are a beneficial owner, you must follow the voting procedures of your broker or other nominee included with your proxy materials.
If your shares are held by a nominee and you intend to vote at the Annual Meeting, please have available evidence of your ownership as
of the record date (such as a letter from your nominee confirming your ownership or a bank or brokerage firm account statement) and a
legal proxy from your broker or other nominee authorizing you to vote your shares. Once you have received a legal proxy from your broker
or other nominee, it should be emailed to our transfer agent, Equity Stock Transfer, at proxy@equitystock.com and should be labeled “Legal
Proxy” in the subject line. Please include proof from your broker or other nominee of your legal proxy (e.g., a forwarded email
from your broker or other nominee with your legal proxy attached, or an image of your valid proxy attached to your email). Requests for
registration must be received by Equity Stock Transfer no later than 5:00 p.m. Eastern time on August 26, 2024. You will then
receive a confirmation of your registration, with a control number, by email from Equity Stock Transfer. At the time of the virtual meeting,
access the live audio conference call at (877) 407-3088 and present your unique 12-digit control number.
The
deadline for submitting a proxy by mail, email or electronically via the internet is 7:00 p.m., central time, on August 29, 2024.
Will
my shares be voted if I do not provide my proxy?
Under
applicable rules, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain
“discretionary” items, but it will not be allowed to vote your shares with respect to certain “non-discretionary”
items. As described under “What vote is required to approve each of the matters to be considered at the Annual Meeting?”,
the ratification of Marcum LLP as our independent registered public accounting firm is considered to be a discretionary item under
applicable rules and your brokerage firm will be able to vote on that item even if it does not receive instructions from you, so long
as it holds your shares in its name. The remaining items of business at the Annual Meeting are “non-discretionary” and if
you do not instruct your broker how to vote with respect to such proposals, your broker may not vote with respect to these proposals
and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street
name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority
to vote on a particular matter. Please see “What vote is required to approve each of the matters to be considered at the Annual
Meeting?” for information regarding the vote required to approve the matters being considered at the Annual Meeting and the
treatment of broker non-votes.
If
you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.
If
your shares are held in street name, and you attend the virtual Annual Meeting, you must have available an account statement or letter
from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the Record Date to be admitted to the
meeting on August 30, 2024. To be able to vote your shares held in street name at the Annual Meeting, you will need to obtain
a proxy card from the holder of record.
Can
I change my mind after I vote?
Yes.
A proxy may be revoked at any time prior to the voting at the Annual Meeting by submitting a later dated proxy (including a proxy authorization
submitted electronically via the internet prior to the deadline for submitting a proxy via the internet), by sending a properly signed
written notice of such revocation to the Company’s Secretary in advance of the Annual Meeting or by attending the Annual Meeting
and voting. If your shares are held through a bank, broker or other nominee, you may change your voting instructions by submitting a
later dated voting instruction form to your broker, bank or other nominee or fiduciary, or if you obtained a legal proxy from your broker,
bank nominee or fiduciary giving you the right to vote your shares, by attending the Annual Meeting and voting.
What
if I return my proxy card but do not include voting instructions?
Proxy
cards that are signed and returned but do not include voting instructions will be voted
“FOR”
the election of each of the five (5) nominees, Peter Beitsch, Maurice E. Evans, Michael D. Pruitt, Matthew Schwartz,
and Cary W. Sucoff, each to serve for a term of one year (Proposal 1);
“FOR”
the ratification of Marcum LLP as our independent registered public accounting firm for 2024 (Proposal 2);
“FOR”
the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (Proposal 3); and
“FOR”
the amendment to the Company’s 2018 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance
thereunder (Proposal 4).
Who
can attend the Annual Meeting?
Only
stockholders of record as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting.
Recording devices will not be permitted at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the Annual Meeting
during ordinary business hours at the Company’s principal place of business in Franklin, Tennessee and ending on the day prior
to the Annual Meeting.
Do
I need an admission ticket to attend the Annual Meeting?
In
order to be admitted into the virtual Annual Meeting, a stockholder will need to enter the control number provided on the proxy card received by such stockholder. Admission to the Annual Meeting may be made available to others at the Company’s
discretion.
How can I ask questions at the Annual Meeting?
Stockholders may submit live questions on the conference line while attending the virtual Annual Meeting. We
may not be able to answer every question submitted, and if not, we may address unanswered questions with the stockholder submitting the
question after the Annual Meeting.
What
vote is required to approve each of the matters to be considered at the Annual Meeting?
Proposal
1: Election of Directors. In an uncontested election, directors of the Company are elected by the affirmative vote of the majority
of the shares of stock present in person or represented by proxy at the Annual Meeting having a quorum and entitled to vote on the subject
matter. The election at the Annual Meeting will be uncontested. You may vote either “FOR” or “AGAINST” any one
or more of the nominees. Under a majority of the votes standard, the shares voted “FOR” a nominee must exceed the number
of shares voted “AGAINST” that nominee. An abstention will have the same effect as a vote “AGAINST” a nominee.
If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to the
election of directors. Any shares not voted by a stockholder will be treated as broker non-votes, and broker non-votes will have
no effect on the results of the election of directors.
Proposal
2: Ratification of Independent Registered Public Accounting Firm. To be approved, this proposal to ratify our selection of an independent
registered public accounting firm must receive an affirmative vote from stockholders present in person or represented by proxy at the
Annual Meeting representing a majority of the votes cast on the proposal. Abstentions will have the same effect as a vote “AGAINST”
this proposal. For this proposal, brokerage firms have authority to vote shares of their customers that are held in “street name.”
If a broker does not exercise this authority, it will result in a broker non-vote. Broker non-votes will have no effect on the outcome
of this proposal.
Proposal
3: Approval of Executive Compensation. To be approved, this proposal to approve, on a non-binding, advisory basis, the compensation
of our named executive officers must receive an affirmative vote from stockholders present in person or represented by proxy at the Annual
Meeting representing a majority of the votes cast on the proposal. Abstentions will have the same effect as a vote “AGAINST”
this proposal. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote your shares
with respect to this proposal. Any shares not voted by a stockholder will be treated as broker non-votes, and broker non-votes will
have no effect on the results with respect to this proposal.
Proposal
4: Approval of Amendment to 2018 Incentive Compensation Plan. To be approved, this proposal to approve the amendment to the Company’s
2018 Incentive Compensation Plan to increase the number of shares reserved for issuance thereunder must receive an affirmative vote from
stockholders present in person or represented by proxy at the Annual Meeting representing a majority of the votes cast on the proposal.
Abstentions will have the same effect as a vote “AGAINST” this proposal. If you do not instruct your broker how to vote
with respect to this proposal, your broker may not vote your shares with respect to this proposal. Any shares not voted by a stockholder
will be treated as broker non-votes, and broker non-votes will have no effect on the results with respect to this proposal.
How
will votes be counted?
Each
share of common stock voted will be counted as one vote according to the instructions contained on a proper proxy card, whether submitted
virtually at the Annual Meeting, by mail, internet, or in accordance with the instructions provided by your broker. With respect to all
proposals, shares will not be voted in favor of the matter and will not be counted as voting on the matter if they are broker non-votes.
Assuming the presence of a quorum, abstentions and broker non-votes for a particular proposal will not be counted as votes cast to determine
the outcome of a particular proposal.
Who
will count the votes?
Representatives
of Equity Stock Transfer, LLC, the transfer agent for our common stock, will tabulate the votes.
Will
my vote be kept confidential?
Yes,
your vote will be kept confidential, and we will not disclose your vote, unless (1) we are required to do so by law (including in connection
with the pursuit or defense of a legal or administrative action or proceeding) or (2) there is a contested election for the Board of
Directors.
How
does the Board of Directors recommend that I vote on the proposals?
The
Board of Directors recommends that you vote on the proxy card:
“FOR”
the election of each of the five (5) nominees, Peter Beitsch, Maurice E. Evans, Michael D. Pruitt, Matthew Schwartz,
and Cary W. Sucoff, each to serve for a term of one year (Proposal 1);
“FOR”
the ratification of Marcum LLP as our independent registered public accounting firm for 2023 (Proposal 2);
“FOR”
the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (Proposal 3); and
“FOR”
the amendment to the Company’s 2018 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance
thereunder (Proposal 4).
Why
is the executive compensation proposal (Proposal 3) being included among the items to be considered at the Annual Meeting?
We
have included the executive compensation proposal (Proposal 3) among the items to be considered at the Annual Meeting in order to satisfy
the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Where
can I find the voting results?
We
will report the voting results in a current report on Form 8-K within four business days after the conclusion of our Annual Meeting.
How
and when may I submit a stockholder proposal, including a stockholder nomination for director, for the Company’s 2025 Annual Meeting?
If
you are interested in submitting a proposal for inclusion in our proxy statement for the 2025 Annual Meeting, you need to follow the
procedures outlined in Rule 14a-8 of the Exchange Act, or the Exchange Act. To be eligible for inclusion, we must receive your stockholder
proposal for our proxy statement for the 2025 Annual Meeting of Stockholders at our principal executive offices in Franklin, Tennessee
no later than April 1, 2025.
In
addition, our bylaws require that we be given advance written notice for nominations for election to our Board of Directors and other
matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement under
Rule 14a-8. Pursuant to our bylaws, if notice of any stockholder proposal is received before May 2, 2025, or after June
1, 2025, then the notice will be considered untimely, and we are not required to present such proposal at the 2025 Annual Meeting.
The
stockholder’s notice to the Secretary must set forth (1) as to each person whom the stockholder proposes to nominate for election
as a director (a) his/her name, age, business address and residence address, (b) his/her principal occupation and employment, (c) the
class or series and number of shares of stock of IMAC which are owned beneficially or of record by him/her as well as, among other things,
any derivative or synthetic instrument, convertible security, put, option, stock appreciation right or similar rights; (d) a description
of any agreement, arrangement or understanding; and (e) any other information relating to the nominee that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant
to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; (2) as to any other business that the stockholder
proposes to bring before the 2025 annual meeting, (a) a brief description of the business desired to be brought before the 2025 annual
meeting, (b) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event
that such business includes a proposal to amend our bylaws, the language of the proposed amendment), (c) the reasons for conducting such
business at the 2025 annual meeting, and (d) any material interest in such business of such stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (3) as to the stockholder giving the notice (a) his/her name and record address;(b) the
class or series and number of shares of IMAC’s stock that are owned beneficially or of record by him/her as well as, among other
things, any derivative or synthetic instrument, convertible security, put, option, stock appreciation right or similar rights; (c) a
description of any agreement, arrangement or understanding between or among the stockholder and others acting in concert; (d) a description
of any agreement, arrangement or understanding with the effect or intent to mitigate loss, manage risk or benefit of share price changes
for, or increase or decrease the voting power of the stockholder; (e) a representation that the stockholder is a holder of record of
stock entitled to vote and intends to appear at the meeting to propose such business or nomination; (f) whether the stockholder intends
or is part of a group that intends to either deliver a proxy statement and/or form of proxy or otherwise solicit proxies; and (g)any
other information relating to the stockholder that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of directors pursuant to Section 14(a) of the Exchange Act, and the
rules and regulations promulgated thereunder. The notice delivered by a stockholder must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if elected. The stockholder must be a stockholder of record on
the date on which he/she gives the notice described above and on the record date for the determination of stockholders entitled to vote
at the 2025 annual meeting.
These
requirements are separate from and in addition to the requirements of the SEC that a stockholder must meet in order to have a stockholder
proposal included in our Proxy Statement.
Any
proposals, nominations or notices should be sent to:
IMAC
Holdings, Inc.
3401
Mallory Lane, Suite 100
Franklin,
Tennessee 37067
Attention:
Corporate Secretary
In
addition to the notice and information requirements contained in our By-laws, to comply with the universal proxy rules (when effective),
stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth
the information required by Rule 14a-19 under the Exchange Act no later than June 2, 2025 (the 60th day prior to the first anniversary
of the annual meeting for the preceding year’s annual meeting).
What
if I vote for some but not all of the proposals?
Shares
of common stock represented by proxies received by the Company (whether received through the return of the proxy card, received by email
or via the internet) where the stockholder has provided voting instructions with respect to the proposals described in this Proxy Statement
will be voted in accordance with the voting instructions so made. If your proxy card is properly executed and returned but does not contain
voting instructions as to one or more of the proposals to be voted upon at the Annual Meeting, or if you give your proxy via the internet
without indicating how you want to vote on each of the proposals to be voted upon at the Annual Meeting, your shares will be voted “FOR”
the election of each of the director nominees and “FOR” each other proposal.
If
your shares are held through a bank, broker or other nominee, and you do not properly instruct your bank, broker or other nominee how
to vote your shares, your bank, broker or other nominee will not have discretion to direct the voting of your shares at the Annual Meeting
and the votes represented by your shares will constitute broker non-votes, except for the proposal to approve the auditor. Banks, brokers,
and other nominees who hold shares of common stock for beneficial owners have the discretion to vote on routine matters, such as the
proposal to approve the auditor, when they have not received voting instructions from those beneficial owners at least ten days prior
to the applicable meeting. On a non-routine matter, banks, brokers, and other nominees do not have the discretion to direct the voting
of the beneficial owners’ shares (as they do on a routine matter), and, if the beneficial owner has not provided voting instructions
with respect to that matter, there will be a “broker non-vote” on the matter. Broker non-votes will be counted for purposes
of calculating whether a quorum is present at the Annual Meeting, will be entirely excluded from the vote and will have no effect on
the election of directors and will not be counted for purposes of determining the number of votes present in person or represented by
proxy with respect to any of the other proposals. The Company urges you to provide instructions to your bank, broker, or other nominee
so that your votes may be counted for each proposal to be voted upon. You should provide voting instructions for your shares by following
the instructions provided on the vote instruction form that you receive from your bank, broker, or other nominee.
How
can I access the proxy materials electronically?
Copies
of the Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023, as well as other
materials filed by the Company with the SEC, are available without charge to stockholders at www.IMAC.vote or upon written
request to the Company at IMAC Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067. You can elect to receive future
annual reports, proxy statements and other proxy materials electronically by marking the appropriate box on your proxy card or vote instruction
form or by following the instructions provided if you submit a proxy via the internet.
What
are the costs of soliciting these proxies and who will pay?
We
will bear the costs of mailing the Proxy Statement and solicitation of proxies by Equity Stock Transfer, which we estimate to be approximately
$9,000. In addition to solicitations by mail, our directors, officers, and regular employees may solicit proxies by telephone,
email and personal communication. No additional remuneration will be paid to any director, officer, or employee of the Company for such
solicitation. We will request brokers, custodians, and fiduciaries to forward proxy soliciting material to the owners of shares of our
common stock that they hold in their names. To the extent necessary to assure sufficient representation, our officers and regular employees
may request the return of proxies personally, by telephone or email. The extent to which this will be necessary depends entirely upon
how promptly proxies are received, and stockholders are urged to send in their proxies without delay.
Who
can help answer my questions?
If
you have any additional questions about the Annual Meeting, the election of directors, any other proposal, how to submit your proxy,
or if you need additional copies of this Proxy Statement or the proxy card or voting instructions, you should contact the Company or
Equity Stock Transfer:
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● |
IMAC
Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067, or by phone at (844) 266-4622. |
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Equity
Stock Transfer by phone at (212) 575-5757. |
HOUSEHOLDING
OF ANNUAL MEETING MATERIALS
Some
banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of our Proxy Statement and annual report may have been sent to multiple stockholders
in your household unless we have received contrary instructions from one or more stockholders. We will promptly deliver a separate copy
of either document to you if you contact us at the following address or telephone number: IMAC Holdings, Inc., 3401 Mallory Lane, Suite
100, Franklin, Tennessee 37067, tel.: (844) 266-4622. If you want to receive separate copies of the Proxy Statement or annual report
in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your
bank, broker, or other nominee record holder, or you may contact us at the above address.
PROPOSAL
1:
ELECTION
OF DIRECTORS
Our
certificate of incorporation provides that the number of directors is fixed by resolution of the Board of Directors. The Board of Directors
now consists of five (5) directors, as set forth below, each of whom has consented to be nominated and to serve if elected. All
of the director nominees served on the Board of Directors for all or a portion of this prior year and are standing for reelection.
Name |
|
Age |
|
Principal
Occupation |
|
Director
Since |
Peter
Beitsch |
|
64 |
|
Private
Medical Practice |
|
June
2024 |
Maurice
E. Evans(1)(2)(3) |
|
44 |
|
Principal
of ELOS Sports and Entertainment, LLC |
|
2020 |
Michael
D. Pruitt(1)(2)(3) |
|
63 |
|
Chairman
and CEO of Amergent Hospitality Group, Inc. |
|
2020 |
Matthew
Schwartz |
|
49 |
|
Private
Medical Practice |
|
June
2024 |
Cary
W. Sucoff(1)(2)(3) |
|
71 |
|
Manager
of Equity Source Partners, LLC |
|
2020 |
(1) |
Member
of the Audit Committee. |
(2) |
Member
of the Compensation Committee. |
(3) |
Member
of the Nominating and Governance Committee. |
Unless
you indicate otherwise, shares represented by executed proxies will be voted “FOR” the election as directors of the persons
listed above. As of the date of this Proxy Statement, the Company has no reason to believe that any nominee will be unable or unwilling
to serve as a director. However, if for any reason a nominee becomes unable or unwilling to serve if elected, the Nominating and Governance
Committee may recommend, and the Board of Directors may propose, a substitute nominee(s) at the annual meeting and the proxies identified
in the proxy card will vote to approve the election of the substitute nominee(s). If substitute nominees are proposed, we will, in full
compliance with all applicable state and federal laws and regulations, file an amended proxy statement and proxy card that, as applicable,
(1) identifies the substitute nominee(s), (2) discloses that such nominees have consented to being named in the revised proxy statement
and to serve if elected and (3) includes the disclosure required by Item 7 of Schedule 14A with respect to such nominees.
Director
Qualifications
The
Board of Directors, acting through the Nominating and Governance Committee, is responsible for nominating a slate of director nominees
that collectively have the complementary experience, qualifications, and skills and attributes to guide the Company and function effectively
as a board.
We
believe that each of our nominees has the necessary professional experience to provide effective oversight of the Company’s business.
We also believe each of our nominees has other attributes necessary to create an effective board, such as high personal and professional
ethics, business and professional experience, integrity, and values; practical wisdom and judgment; and a commitment to representing
the long-term interests of all our stockholders. In addition to these attributes, in each individual’s biography set forth below,
we have highlighted specific experience, qualifications, and skills that we believe qualify each individual to serve as a director of
IMAC.
Director
Biographies
The
following is a brief account of our directors’ business experience:
Peter Beitsch,
MD, joined our Board of Directors in June 2024. Since 1994, Dr. Beitsch has been in private medical practice with a focus on melanoma
and breast cancer. He is actively involved in breast cancer and melanoma research and has held numerous positions in national surgical
societies including the American Society of Breast Surgeons where he served as first Chairman of the Membership Committee 2001-4, Program
Director for the 2005 Annual Meeting in Los Angeles, Board of Directors Member from 2006-9 and 2012-15. He was President of the Society
2013-14. In addition, he has served on the Executive Committee of the Society of Surgical Oncology 2008-2010, General Surgical Oncology
Committee of the American Board of Surgery 2013-19, and was a National Ultrasound Faculty for the American College of Surgeons. Dr. Beitsch
was a co-founder of, and remains involved with, Targeted Medical Education, which has been involved in studies and clinical trials for
breast cancer research and which was acquired by Aptitude Health in 2022. Additionally, Dr. Beitsch has been involved with InVitae and
is a surgeon with the Dallas Surgical Group. Dr. Beitsch attended the University of Texas Southwestern Medical School in Dallas. He trained
in general surgery residency at Parkland Hospital in Dallas from 1986 to 1993, during which he received a 2 year National Cancer Institute
fellowship at M.D. Anderson Cancer Center from 1988-90. He completed his training with a surgical oncology fellowship at the John Wayne
Cancer Institute in Santa Monica, California.
Dr. Beitsch’s
extensive experience in breast cancer research and treatment will assist the Board to guide the Company in connection with its current
Reverse Phase Protein Array (RPPA) technology platform.
Maurice
E. (Mo) Evans joined our Board of Directors in October 2020. Mr. Evans is a business leader, advisor, consultant, investor, and speaker
to businesses in the sports business vertical. He is the co-founder of ELOS Sports and Entertainment, LLC (“ELOS”), a provider
of brand management services to athletes and businesses in the sports and entertainment industry. Mr. Evans has served as the principal
of ELOS since 2014. Prior to that, from 2001 to 2012, he was a professional basketball player, playing for the Washington Wizards, Atlanta
Hawks, Orlando Magic, Los Angeles Lakers, Detroit Pistons and Sacramento Kings. He also served as Executive Vice President of the NBA
Players Association from 2010 to 2013. Mr. Evans received a B.A. degree from the University of Texas at Austin.
Mr.
Evans provides more than a decade of experience in leading and managing customer-centric personal service organizations such as the NBA
Players Association and ELOS Sports and Entertainment, which is highly relevant to our business, making him well qualified as a member
of our Board.
Michael
D. Pruitt joined our Board of Directors in October 2020. He founded Avenel Financial Group, a boutique financial services firm concentrating
on emerging technology company investments in 1999. In 2001, he formed Avenel Ventures, a technology investment and private venture capital
firm. In February 2005, Mr. Pruitt formed Chanticleer Holdings, Inc., then a public holding company (now known as Sonnet BioTherapeutics
Holdings, Inc.), and he served as Chairman of the Board of Directors and Chief Executive Officer until April 1, 2020, at which time the
restaurant operations of Chanticleer Holdings were spun out into a new public entity, Amergent Hospitality Group, Inc., where Mr. Pruitt
has served as its Chairman and Chief Executive Officer to date. Mr. Pruitt also served as a director on the board of Hooters of America,
LLC from 2011 to 2019. Mr. Pruitt received a B.A. degree from Costal Carolina University. He currently sits on the Board of Visitors
of the E. Craig Wall Sr. College of Business Administration, the Coastal Education Foundation Board, and the Athletic Committee of the
Board of Trustees.
Mr.
Pruitt’s over 15 years of day-to-day operational leadership and service as a board member at public companies Chanticleer Holdings
and Amergent Hospitality Group make him well qualified as a member of the Board. He also brings transactional expertise in mergers and
acquisitions and capital markets.
Matthew Schwartz,
MD, joined our Board of Directors in June 2024. Dr Schwartz is a Radiation Oncologist with 20 years of experience in the Oncology
and Biotechnology industries. 2011 to 2020, Dr. Schwarz held key leadership positions at Comprehensive Cancer Centers of Nevada (“CCCN”),
including serving on the Board of Directors and as Chairman of the Marketing Committee. In 2010, Dr. Schwartz co-founded Las Vegas Cyberknife,
an institution using advanced, non-invasive targeted radiation treatments for tumors. Currently, he serves as the Chairman of the Board
of Managers at Las Vegas Cyberknife, Dr. Schwartz has also served on the Radiation Oncology Leadership Council of the US Oncology Network,
the US Oncology Clinical Pathways Committee, and the McKesson Specialty Health Radiation Executive Committee. Dr. Schwartz served on
the board of directors of Theralink Technologies, Inc. from 2022 - 2024 and on the board of directors of Avant Diagnostics from 2019
- 2020. Dr. Schwartz completed his training at McGill University, where he was Chief Resident, and Yale-New Haven Hospital.
Dr. Schwartz brings
to the Board extensive knowledge and experience with oncology practice and treatments, which knowledge and experience are useful to the
Company in connection with its current Reverse Phase Protein Array (RPPA) technology platform.
Cary
W. Sucoff joined our Board of Directors in October 2020 and currently serves as Interim Chairman. Mr. Sucoff has more than 35 years
of securities industry experience encompassing supervisory, banking and sales responsibilities. He has participated in the financing
of hundreds of public and private companies. Since 2011, Mr. Sucoff has owned and operated Equity Source Partners LLC, an advisory and
consulting firm. Mr. Sucoff currently serves on the board of directors of Galimedix Therapeutics, Inc, Curative Biotechnology, Inc.,
and Neuraptive Therapeutics, Inc. Mr. Sucoff is the
past President of New England Law Boston, has been a member of its Board of Trustees for over 30 years, and is the current Chairman of
its Endowment Committee. Mr. Sucoff received a B.A. degree from the State University of New York at Binghamton and a J.D. from New England
School of Law, where he was managing editor of the Law Review and graduated magna cum laude. He has been a member of the Bar of the State
of New York (now retired) since 1978.
Mr.
Sucoff demonstrates knowledge of our Company’s business due to his many years of experience as an investor, consultant and board
member with a range of companies in the healthcare industry, making his input invaluable to the board’s discussion of our growth
and expansion strategy. He also brings experience in corporate controls and governance as a lawyer.
Board
Recommendation
The
Board of Directors unanimously recommends that our stockholders vote “FOR” the election each of the director nominees
listed above.
PROPOSAL
2:
RATIFICATION
OF MARCUM LLP AS AUDITORS FOR 2024
Our
Audit Committee charter provides that the Audit Committee shall appoint annually a firm of independent registered public accountants
to serve as auditors. The Audit Committee has approved the appointment of Marcum LLP (“Marcum”) to act as auditors
for our year fiscal ending December 31, 2024. The engagement of Marcum is subject to the finalization of Marcum’s client acceptance
procedures.
If
this proposal is not approved at the annual meeting, our Audit Committee will reconsider the selection of Marcum for the ensuing
year but may determine that continued retention of Marcum is in our Company’s and our stockholders’ best interests.
Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered
public accounting firm at any time during the year if it determines that such a change would be in our company’s and our stockholders’
best interests. See “Audit Fees” below for further information.
We
expect representatives of Marcum to be present telephonically at the Annual Meeting. They will have the opportunity to make a
statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
Board
Recommendation
Our
Board of Directors unanimously recommends that our stockholders vote “FOR” ratification of Marcum as our independent
registered public accounting firm for our fiscal year ending December 31, 2024.
PROPOSAL
3:
ADVISORY,
NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section
14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory
basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure
rules of the SEC.
Our
compensation programs are designed to effectively align our executives’ interests with the interests of our stockholders by focusing
on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. Stockholders are urged
to read the section titled “Executive Compensation” in this Proxy Statement, which discusses how our executive compensation
policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation
of our named executive officers. Our Compensation Committee believes that the objectives of our executive compensation program, as they
relate to our named executive officers, are appropriate for a company of our size and stage of development and that our compensation
policies and practices help meet those objectives. In addition, our Compensation Committee believes that our executive compensation program,
as it relates to our named executive officers, achieves an appropriate balance between fixed compensation and variable incentive compensation.
Our Board of Directors and our Compensation Committee believe that our policies and practices are effective in implementing our compensation
philosophy and in achieving our compensation program goal. Accordingly, we are asking our stockholders to approve the compensation of
our named executive officers.
The
vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation
of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.
Based
on the above, we request that stockholders indicate their support, on a non-binding advisory basis, for the compensation of our named
executive officers as described in this Proxy Statement by voting “FOR” the following resolution:
“RESOLVED,
that the stockholders of IMAC Holdings, Inc. approve, on an advisory basis, the compensation paid to IMAC Holdings, Inc.’s named
executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the
Executive Compensation section, the compensation tables and the narrative discussion in IMAC Holdings, Inc.’s proxy statement.”
As
an advisory vote, this proposal is non-binding. Although the vote is non-binding, our Board of Directors and our Compensation Committee
value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named
executive officers.
Board
Recommendation
The
Board of Directors unanimously recommends that our stockholders vote “FOR” the approval, on a non-binding advisory
basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.
PROPOSAL
4:
AMENDMENT
TO 2018 INCENTIVE COMPENSATION PLAN
General
Our
Board of Directors has approved an amendment (the “Amendment”) to our 2018 Incentive Compensation Plan (the “2018 Plan”).
If approved by our stockholders, the Amendment would increase the number of shares of our common stock reserved for issuance under the
2018 Plan by 500,000 shares. The Amendment is attached hereto as Appendix A.
The
Amendment is intended to provide continued aid to the Company and its affiliates in recruiting and retaining key employees, directors,
officers, or consultants (the “Participants”) of outstanding ability and to motivate such employees, directors, officers,
or consultants to exert their best efforts on behalf of the Company and its affiliates by providing incentives through the granting of
Awards (as defined below). If our stockholders do not approve the Amendment, the available number of shares reserved for issuance would
be inadequate to grant equity-based incentive awards to our employees, directors, officers, or consultants as we currently do, which
we believe is necessary to continue recruiting, retaining and motivating high-performing, revenue-generating and client-facing individuals
to achieve our objectives and therefore in the best interests of our stockholders.
With
the acquisition of certain assets of Theralink Technologies, Inc. and the associated increase in our number of employees in May
2024, we anticipate that more incentive awards will be made in the future than in our recent history, although we do not have specific
plans for any such grants at this time. We also have recently increased the size of our Board, which typically receives equity grants
as part of its compensation, although any such amounts to be granted are not known at this time. Although the number of shares for
which approval is being sought may appear to be large compared to the current number of shares authorized under the 2018 Plan or the
current number of shares outstanding, the increase currently constitutes approximately 2.7% of the fully diluted number of
shares of common stock outstanding, assuming the issuance of shares of common stock issuable upon the conversion of our currently outstanding
shares of preferred stock and upon the exercise of currently outstanding warrants (without giving effect to any adjustments of such
preferred stock or warrants, including if stockholder approval of certain terms thereunder are approved in the future). We believe that
an increase of this size will allow us to provide incentive compensation to our current and future employees and directors without overly
diluting our stockholders.
As
of the Record Date, the closing price of our common stock on the Nasdaq Capital Market was $1.70 per share.
Description
of the 2018 Plan
Under
the 2018 Plan, adopted by our Board of Directors and holders of a majority of our outstanding shares of common stock in May 2018, and
as amended to date, 66,667 shares of common stock (subject to certain adjustments) are authorized for issuance
upon exercise of stock options and grants of other equity awards (collectively, “Awards”). The 2018 Plan provides for the
grant of incentive stock options (“ISOs”), non-qualified stock options “NSOs”, stock appreciation rights, restricted
stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards.
ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee
directors and consultants, and affiliates.
The
2018 Plan is designed to serve as an incentive for attracting and retaining qualified and motivated Participants. The compensation committee
of our Board of Directors administers and interprets the 2018 Plan and is authorized to grant stock options and other equity awards thereunder
to all eligible employees of our company, including non-employee consultants to our company and directors. If approved, the Amendment
would result in the reservation of an additional 500,000 shares for issuance under the 2018 Plan.
The
2018 Plan provides for the granting of “incentive stock options” (as defined in Section 422 of the Code), non-statutory stock
options, stock appreciation rights, shares of restricted stock, restricted stock units, deferred stock, dividend equivalents, bonus stock
and awards in lieu of cash compensation, other stock-based awards, and performance awards. Options may be granted under the 2018 Plan
on such terms and at such prices as determined by the compensation committee of the Board of Directors, except that the per share exercise
price of the stock options cannot be less than the fair market value of our common stock on the date of grant. Each option will be exercisable
after the period or periods specified in the stock option agreement, but all stock options must be exercised within ten years from the
date of grant. Options granted under the 2018 Plan are not transferable other than by will or by the laws of descent and distribution.
The Board of Directors has the authority to amend or terminate the 2018 Plan, provided that no amendment shall be made without stockholder
approval if such stockholder approval is necessary to comply with any tax or regulatory requirement. Unless terminated sooner, the 2018
Plan will terminate ten years from its effective date.
Administration
of the 2018 Plan
The
2018 Plan is administered by the Compensation Committee of the Board, which may delegate its duties and powers in whole or in part to
any subcommittee thereof consisting solely of at least two individuals who are each “non-employee directors” within the meaning
of Rule 16b-3 under the Exchange Act (the “Committee”).
The
Committee has the power and authority to make grants of Awards to eligible persons under the 2018 Plan, including the selection of such
recipients, the determination of the size of the grant, and the determination of the terms and conditions, not inconsistent with the
terms of the 2018 Plan.
The
Committee also has the authority, in its discretion, to prescribe the administrative rules, guidelines and practices governing the 2018
Plan as it shall from time to time deem advisable. The Committee may construe and interpret the terms of the 2018 Plan and any Awards
issued under the 2018 Plan and any agreements relating thereto and otherwise supervise the administration of the 2018 Plan. In addition,
the Committee may modify or amend Awards granted under the 2018 Plan, except as otherwise limited under the Plan. All decisions made
by the Committee pursuant to the provisions of the 2018 Plan are final and binding on all persons, including the Company and all Participants.
Eligibility
Employees
and directors of, and consultants providing services to, the Company or its affiliates are eligible to receive Awards as Participants
under the 2018 Plan. The Committee selects from among the eligible Participants under the 2018 Plan, from time to time in its sole discretion,
to grant Awards, and the Committee determines the number of shares covered by each grant, consistent with the terms of the 2018 Plan.
There are currently approximately twenty (20) persons who are eligible to be Participants, which include directors, executive officers,
employees, and contractors.
Transferability
Unless
otherwise determined by the Committee, Awards are not transferable or assignable other than by will or by the laws of descent and distribution;
provided that any transferees are subject to the terms and conditions of the Award.
Effect
of Certain Corporate Transactions
In
the event of any change in the outstanding shares of common stock by reason of any common stock dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination, or transaction or exchange of shares of common stock or other corporate exchange, or any
distribution to the holders of common stock (other than regular cash dividends) or any transaction similar to the foregoing, the Committee,
without liability to any person, shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number
and kind of shares of common stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares
of common stock subject to or deliverable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating
to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, or (iv) any other aspect
of any Award that the Committee determines to be appropriate.
In
the event of a Change in Control, the Committee may provide for (i) the continuation of the outstanding Awards by the Company, if the
Company is a surviving corporation, (ii) the assumption or substitution for the outstanding Awards by the surviving corporation or its
parent or subsidiary, (iii) full exercisability or vesting and accelerated expiration of the outstanding Awards, or (iv) settlement of
the value of the outstanding Awards in cash or cash equivalents or other property followed by cancellation of such Awards.
Summary
of U.S. Federal Income Tax Consequences
The
following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2018 Plan and
does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular
circumstances.
Incentive
Stock Options. All of the shares of common stock authorized for grant under the 2018 Plan may be granted in the form of ISOs. The
grant of an ISO will not result in any immediate tax consequences to the Company or the Participant. In addition, a Participant will
not recognize taxable income, and the Company will not be entitled to any deduction, upon the exercise of an ISO while the Participant
is an employee or within three months following termination of employment (longer in the case of death). Notwithstanding, the excess
of the fair market value of the shares of common stock acquired, over the option price, will be includible in the Participant’s
alternative minimum taxable income for the year of exercise for purposes of the alternative minimum tax. If the Participant does not
dispose of the shares of common stock acquired within one year after their receipt (and within two years after the option was granted),
gain or loss recognized on the subsequent disposition of the shares will be treated as long-term capital gain or loss. In the event of
an earlier disposition, the Participant will recognize taxable ordinary income in an amount equal to the lesser of (i) the excess of
the fair market value of the shares on the date of exercise over the option price; or (ii) if the disposition is a taxable sale or exchange,
the amount of any gain realized. Any additional gain to the Participant will be treated as capital gain, long-term or short-term, depending
on how long the shares have been held. Upon such a disqualifying disposition, the Company would be entitled to a deduction in the same
amount and at the same time as the Participant recognizes such taxable ordinary income, subject to the limitations of Section 162(m)
of the Internal Revenue Code.
Nonqualified
Stock Options. A Participant will generally recognize no taxable income as the result of receiving a NSO. Upon exercise of a NSO,
an individual normally recognizes ordinary income in the amount of the difference between the option exercise price and the fair market
value of the shares on the determination date (as defined below). If the Participant is an employee, such ordinary income generally is
subject to withholding of income and employment taxes. The “determination date” is the date on which the option is exercised.
Upon the sale of stock acquired by the exercise of a NSO, any gain or loss, based on the difference between the sale price and the fair
market value on the determination date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect
to the grant of a NSO or the sale of the stock acquired pursuant to such grant. The Company generally should be entitled to a deduction
equal to the amount of ordinary income recognized by the Participant as a result of the exercise of a NSO, except to the extent such
deduction is limited by applicable provisions of the Internal Revenue Code.
Stock
Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a Participant. Upon
exercise, the Participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value
of any shares of our common stock received, minus the exercise price paid. Any subsequent gain or loss recognized upon a later disposition
of shares received, would be treated as capital gain or loss.
Restricted
Stock. If a Participant is awarded restricted shares, they normally will not have ordinary income until the stock vests, at which
time they will have ordinary income equal to the fair market value of the shares at vesting (minus the amount of any purchase price).
The
Participant may make an election under Section 83(b) of the Internal Revenue Code to be taxed on restricted stock at the time it is acquired
rather than later, when the substantial risk of forfeiture lapses. The so-called “83(b) election” must be made not later
than 30 days after the transfer of the shares to the Participant and must satisfy certain other requirements. If the Participant makes
an effective 83(b) election, he or she will realize ordinary income equal to the fair market value of the shares as of the time of acquisition,
less any price paid for the shares. Fair market value for this purpose is to be determined without regard to the forfeiture restrictions.
If he or she makes an effective 83(b) election, no additional income will result by reason of the lapsing of the restrictions, and subsequent
income recognized on the sale of the stock, will be treated as capital income or losses.
Restricted
Stock Units. An Award of restricted stock units does not itself result in taxable income. When the Participant vests in the units
or acquires the stock, however, the Participant will have ordinary income equal to the value of the units or shares at that time.
Aggregate
Past Grants Under the 2018 Plan
As
of the Record Date, awards for 1,312 shares of our common stock have been granted and remain outstanding, and 14,401 shares of our common
stock remain available to be granted under the 2018 Plan.
Board
Recommendation
The
Board of Directors unanimously recommends a vote on the proxy card “FOR” the amendment to the Company’s 2018
Incentive Compensation Plan to increase the number of shares reserved for issuance thereunder.
CORPORATE
GOVERNANCE
Board
Leadership
Cary
W. Sucoff serves as Interim Chairman of the Board. As Chairman, Mr. Sucoff leads the Board of Directors in its discussions. Mr. Sucoff
The board has determined that Mr. Sucoff is “independent” as that term is defined under Nasdaq and SEC rules.
The
Board of Directors currently has three standing committees (audit, compensation, and nominating and governance) that are chaired and
composed entirely of directors who are independent under Nasdaq and SEC rules. Given the role and scope of authority of these committees,
and that a majority of the Board of Directors is composed of independent directors, the Board of Directors believes that its leadership
structure is appropriate. We select directors as members of these committees with the expectation that they will be free of relationships
that might interfere with the exercise of independent judgement.
Our
Board of Directors is our Company’s ultimate decision-making body, except with respect to those matters reserved to the stockholders.
Our Board of Directors selects our senior management team, which is charged with the conduct of our business. Our Board of Directors
acts as an advisor and counselor to senior management and oversees its performance.
Board
Composition
Our
business and affairs are managed under the direction of our Board of Directors. The number of directors is determined by our Board of
Directors, subject to the terms of our certificate of incorporation and bylaws. Our Board of Directors currently consists of five
(5) members, all of whom are independent directors.
Director
Independence
Our
common stock and warrants are listed for trading on The Nasdaq Capital Market. Under Rule 5605(a)(2) of the Nasdaq listing rules, independent
directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to
specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be independent.
Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s
board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.
Audit
committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered
independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity
as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting,
advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed
company or any of its subsidiaries.
Our
Board of Directors undertook a review of its composition, the composition of its committees and the independence of each director. Based
upon information requested from and provided by each director concerning his background, employment and affiliations, including family
relationships, our Board of Directors has determined that Messrs. Evans, Pruitt and Sucoff, and Drs. Beitsch and Schwarz, representing
the majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined
under Nasdaq rules. In making these determinations, our Board of Directors considered the relationships that each non-employee director
has with the Company, all transactions in which the Company and any non-employee director had any interest, and all other facts and circumstances
our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by
each non-employee director.
The
independent directors meet as often as necessary to fulfill their responsibilities, including meeting at least twice annually in executive
session without the presence of non-independent directors and management.
Code
of Ethics
We
have adopted a Code of Business Ethics and Conduct (“Ethics Code”) that applies to all our officers, directors, employees,
and contractors. The Ethics Code contains general guidelines for conducting our business consistent with the highest standards of business
ethics and compliance with applicable law, and is intended to qualify as a “code of ethics” within the meaning of Section
406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Code is overseen by the Company
compliance officer appointed by our Board of Directors. If we make any substantive amendments to the Ethics Code or grant any waiver
from a provision of the Ethics Code to any director or executive officer, we will promptly disclose the nature of the amendment or waiver
on our website at https://ir.imacregeneration.com.
Restriction
on Speculative Transactions
The
Company’s Insider Trading and Disclosure Policy restricts employees and directors of the Company from engaging in speculative transactions
in Company securities, including short sales, and discourages employees and directors of the Company from engaging in hedging transactions,
including “cashless” collars, forward sales, and equity swaps, that may indirectly involve short sales. Pre-clearance by
the Company is required for all equity transactions.
Clawback
Policy
In
2023, the Company adopted a Clawback Policy in accordance with Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder
(collectively, “Section 10D”). In the event the Company is required to prepare an accounting restatement, the Clawback Policy
provides that the Company will reasonably promptly recover the erroneously awarded compensation from covered executive officers in accordance
with Section 10D and Nasdaq rules.
Board
of Directors Meetings
There
were nine (9) meetings of the Board of Directors in 2023. All directors attended all meetings of the Board of Directors either in-person
or telephonically.
Board
Committees
Our
Board of Directors has three standing committees: an audit committee, a compensation committee and a nominating and governance committee.
Under Nasdaq rules, the membership of the audit committee is required to consist entirely of independent directors. The following is
a brief description of our committees.
Audit
committee. In accordance with our audit committee charter, our audit committee oversees our corporate accounting and financial
reporting processes and our internal controls over financial reporting; evaluates the independent public accounting firm’s qualifications,
independence and performance; engages and provides for the compensation of the independent public accounting firm; approves the retention
of the independent public accounting firm to perform any proposed permissible non-audit services; reviews our consolidated financial
statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; and discusses with
management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly consolidated
financial statements. We believe that our audit committee members meet the requirements for financial literacy under the current requirements
of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. In addition, the Board of Directors has determined that Michael D. Pruitt
is qualified as an audit committee financial expert within the meaning of SEC regulations. We have made this determination based on information
received by our Board of Directors, including questionnaires provided by the members of our audit committee. The audit committee met
four (4) times during the year ended December 31, 2023. The audit committee is composed of Messrs. Pruitt (Chairman), Evans and Sucoff.
he audit committee charter is provided on the Company’s corporate website at https://imacregeneration.gcs-web.com/corporate-governance/documents-charters.
Compensation
committee. In accordance with our compensation committee charter, our compensation committee reviews and recommends policies
relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives
relevant to compensation of the Chief Executive Officer and other senior officers, evaluating the performance of these officers in light
of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee also administers
the issuance of stock options and other awards under our equity-based incentive plans. We believe that the composition of our compensation
committee meets the requirements for independence under, and the functioning of our compensation committee complies with, any applicable
requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. We intend to comply with future requirements to the extent
they become applicable to us. The compensation committee met one (1) time during the year ended December 31, 2023. The compensation committee
is composed of Messrs. Evans (Chairman), Pruitt and Sucoff. The compensation committee charter is provided on the Company’s corporate
website at https://imacregeneration.gcs-web.com/corporate-governance/documents-charters.
Nominating
and governance committee. In accordance with our nominating and governance committee charter, our nominating and governance committee
recommends to the Board of Directors nominees for election as directors, and meets as necessary to review director candidates and nominees
for election as directors; recommends members for each committee of the Board of Directors; oversees corporate governance standards and
compliance with applicable listing and regulatory requirements; develops and recommends to the Board of Directors governance principles
applicable to the Company; and oversee the evaluation of the Board of Directors and its committees. The nominating and governance committee
will consider any director candidates recommended by stockholders. In considering a candidate submitted by stockholders, the nominating
and governance committee will take into consideration the needs of the Board and the qualifications of the candidate. Nevertheless, the
Board may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and/or the Board does not perceive a
need to increase the size of the Board. There are no specific minimum qualifications that the nominating and governance committee believes
must be met by a nominating and governance committee-recommended director nominee. However, the nominating and governance committee may
take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization,
relevant technical skills, diversity, and the extent to which a candidate would fill a present need on the Board of Directors. The nominating
and governance committee considers diversity together with the other factors considered when evaluating candidates but does not have
a specific policy in place with respect to diversity. We believe that the composition of our nominating and governance committee meets
the requirements for independence under, and the functioning of our compensation committee complies with, any applicable requirements
of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. We intend to comply with future requirements to the extent they become
applicable to us. The nominating and governance committee met one (1) time during the year ended December 31, 2023. The nominating and
governance committee is composed of Messrs. Sucoff (Chairman), Evans and Pruitt. The nominating and governance committee charter is provided
on the Company’s corporate website at https://imacregeneration.gcs-web.com/corporate-governance/documents-charters.
Compensation
Committee Interlocks and Insider Participation
None
of the members of our compensation committee is an executive officer or employee of our company. None of our executive officers serves
as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our
Board of Directors or compensation committee.
Limitations
on Director and Officer Liability and Indemnification
Our
certificate of incorporation limits the liability of our directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors,
except liability for:
|
● |
any
breach of their duty of loyalty to the corporation or its stockholders; |
|
● |
acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
|
|
|
|
● |
unlawful
payments of dividends or unlawful stock repurchases or redemptions; or |
|
|
|
|
● |
any
transaction from which the director derived an improper personal benefit. |
Our
certificate of incorporation and our bylaws provide that we are required to indemnify our directors and officers, in each case to the
fullest extent permitted by Delaware law. Any repeal of or modification to our certificate of incorporation and our bylaws may not adversely
affect any right or protection of a director or officer for or with respect to any acts or omissions of such director or officer occurring
prior to such amendment or repeal. Our bylaws will also provide that we shall advance expenses incurred by a director or officer in advance
of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our
bylaws permit such indemnification.
We
have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided
for in our bylaws. These agreements, among other things, provide that we will indemnify our directors and executive officers for certain
expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts incurred by a director or executive officer
in any action or proceeding arising out of such person’s services as one of our directors or executive officers, or any other company
or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.
The
limitation of liability and indemnification provisions that are contained in our certificate of incorporation and our bylaws may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of
derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders.
Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards
against directors and officers as required by these indemnification provisions. There is no pending litigation or proceeding involving
one of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened
litigation or proceeding that may result in a claim for indemnification.
Board
of Directors’ Role in Risk Oversight
Our
Board of Directors, as a whole and also at the committee level, has an active role in managing enterprise risk. The members of our Board
of Directors participate in our risk oversight assessment by receiving regular reports from members of senior management and the Company
compliance officer appointed by our Board of Directors on areas of material risk to us, including operational, financial, legal and regulatory,
and strategic and reputational risks. The compensation committee is responsible for overseeing the management of risks relating to our
executive compensation plans and arrangements. The audit committee oversees management of financial risks, as well as our policies with
respect to risk assessment and risk management. The nominating and governance committee manages risks associated with the independence
of our Board of Directors and potential conflicts of interest. Members of the management team report directly to our Board of Directors
or the appropriate committee. The directors then use this information to understand, identify, manage, and mitigate risk. Once a committee
has considered the reports from management, the chairperson will report on the matter to our full Board of Directors at the next meeting
of the Board of Directors, or sooner if deemed necessary. This enables our Board of Directors and its committees to effectively carry
out its risk oversight role.
Communications
with our Board of Directors
Any
stockholder may send correspondence to our Board of Directors, c/o IMAC Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee
37067 and our telephone number is (844) 266-IMAC (4622). Our management will review all correspondence addressed to our Board of Directors,
or any individual director, and forward all such communications to our Board of Directors or the appropriate director prior to the next
regularly scheduled meeting of our Board of Directors following the receipt of the communication, unless the Corporate Secretary decides
the communication is more suitably directed to Company management and forwards the communication to Company management. Our management
will summarize all stockholder correspondence directed to our Board of Directors that is not forwarded to our Board of Directors and
will make such correspondence available to our Board of Directors for its review at the request of any member of our Board of Directors.
Indebtedness
of Directors and Executive Officers
None
of our directors or executive officers or their respective associates or affiliates is currently indebted to us.
Delinquent
Section 16(a) Reports
Section
16(a) of the Exchange Act requires our executive officers, directors and holders of more than 10% of our equity securities to file reports
of ownership and changes in ownership of our securities (Forms 3, 4 and 5) with the SEC. To the best of our knowledge, based solely on
a review of the Section 16(a) reports and written statements from executive officers and directors, for the year ended December 31, 2023,
all required reports of executive officers, directors and holders of more than 10% of our equity securities were filed on time, except
for one late Form 4 reporting one transaction for each of Maurice E. Evans, Michael D. Pruitt, and Cary W. Sucoff.
Family
Relationships
There
are no family relationships among our directors and executive officers.
Director
Attendance at Annual Meetings
Our
Board of Directors encourages director attendance at our annual meetings of stockholders. All of our directors then serving attended
the 2023 annual meeting of stockholders.
Policies
and Procedures for Transactions with Related Persons
Our
Board of Directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and
approval or ratification of related person transactions. Related persons include any executive officer, director or a holder of more
than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons. Related
person transactions refers to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships
in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person had or will have
a direct or indirect material interest. Related person transactions include, without limitation, purchases of goods or services by or
from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and
employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities
Act.
The
policy provides that in any related person transaction, our audit committee and Board of Directors will consider all of the available
material facts and circumstances of the transaction, including: the direct and indirect interests of the related persons; in the event
the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact
that the transaction will have on a director’s independence; the risks, costs and benefits of the transaction to us; and whether
any alternative transactions or sources for comparable services or products are available. After considering all such facts and circumstances,
our audit committee and Board of Directors will determine whether approval or ratification of the related person transaction is in our
best interests. For example, if our audit committee determines that the proposed terms of a related person transaction are reasonable
and at least as favorable as could have been obtained from unrelated third parties, it will recommend to our Board of Directors that
such transaction be approved or ratified. In addition, if a related person transaction will compromise the independence of one of our
directors, our audit committee may recommend that our Board of Directors reject the transaction if it could affect our ability to comply
with securities laws and regulations or Nasdaq listing requirements.
Related
Party Transactions
Effective
October 2022, the Company signed an agreement for The Molo Agency to provide marketing services including project management and reporting,
content management and social media management. The MOLO Agency is owned by Maurice Evans, an independent Director of the Company. The
Company paid $0 and $27,000 to The MOLO Agency for services provided in 2023 and 2022, respectively.
AUDIT
FEES
Fiscal Year 2024
In June 2024,
our Audit Committee approved the appointment of Marcum to serve as our independent registered public accounting firm for the fiscal year
ending December 31, 2024. The engagement of Marcum is subject to the finalization of Marcum’s client acceptance procedures.
Previous Auditor
In connection
with the approval of the appointment of Marcum, on June 26, 2024, the Company terminated the engagement of Salberg & Company, P.A.
(“Salberg”) as the Company’s independent registered public accounting firm.
The report of
Salberg regarding the Company’s financial statements for the fiscal year ended December 31, 2023 did not contain any adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except that the audit
report of Salberg on the Company’s financial statements for the year ended December 31, 2023 contained an explanatory paragraph
regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended December 31, 2023,
and subsequent interim periods through the date of Salberg’s dismissal, (i) there were no disagreements with Salberg on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Salberg, would have caused it to make reference to such disagreement in its reports and (ii) there were no reportable
events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.
During the Company’s
two most recent fiscal years and the subsequent interim period preceding Marcum’s engagement, neither the Company nor anyone acting
on its behalf consulted Marcum regarding (1) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and Marcum did
not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching
a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a disagreement
(as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on accounting
principles or practices, financial statement disclosure or auditing scope or procedures or a “reportable event” (as described
in Item 304(a)(1)(v) of Regulation S-K).
Fiscal Year 2023
In February 2024,
we appointed Salberg to serve as our independent registered public accounting firm for the fiscal year ended December 31, 2023.
Previous Auditor
On
December 28, 2023, Cherry Bekaert LLP (“Cherry Bekaert”) resigned as the independent registered public accounting firm of
the Company. Neither the Board of Directors nor the audit committee of the Board of Directors took part in Cherry Bekaert’s decision
to resign.
The
report of Cherry Bekaert regarding the Company’s financial statements for the fiscal year ended December 31, 2022 did not contain
an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During
the fiscal year ended December 31, 2022 , and subsequent interim periods through the date of Cherry Bekaert’s resignation, there
were no disagreements with Cherry Bekaert on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused it to make reference
to such disagreement in its reports.
The
audit committee of the Board of Directors conducted a search to determine the Company’s independent registered public accounting
firm following the resignation of Cherry Bekaert. On February 8, 2024, the Committee approved the appointment of Salberg as the Company’s
independent registered public accounting firm, subject to satisfactory completion of standard engagement acceptance procedures, which
were subsequently completed.
During
the Company’s two most recent fiscal years and the subsequent interim period preceding Salberg’s engagement, neither the
Company nor anyone acting on its behalf consulted Salberg regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and Salberg did not provide either a written report or oral advice to the Company that was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was
either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item
304 of Regulation S-K) on accounting principles or practices, financial statement disclosure or auditing scope or procedures or a “reportable
event” (as described in Item 304(a)(1)(v) of Regulation S-K).
The
following table sets forth the aggregate accounting fees paid by us for the year ended December 31, 2023 and the year ended December
31, 2022. The below audit fees were paid to the firm Salberg for the year ended December 31, 2023 and Cherry Bekaert for the year ended
December 31, 2022. All non-audit related services in the table were pre-approved and/or ratified by the Audit Committee of our Board
of Directors. No fees were paid to Marcum for years ended December 31, 2023 and 2022.
| |
Salberg & Company, PA | | |
Cherry Bekaert, LLP | | |
Cherry Bekaert, LLP | |
| |
Year Ended | | |
Year Ended | | |
Year Ended | |
Type of Fees | |
December 31, 2023 | | |
December 31, 2023 | | |
December 31, 2022 | |
Audit fees | |
$ | 60,000 | | |
$ | 165,000 | | |
$ | 217,000 | |
Audit related fees | |
| - | | |
| 74,000 | | |
| 45,240 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 60,000 | | |
$ | 239,000 | | |
$ | 262,240 | |
Types
of Fees Explanation
Audit
Fees. Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements for the
years ended December 31, 2023 and 2022 and reviews of quarterly consolidated financial statements.
Audit
Related Fees. We incurred fees in connection with accounting reviews for S-4 filings and agreed-upon procedures.
Audit
Committee Pre-Approval of Services by Independent Registered Public Accounting Firm
Section
10A(i)(1) of the Exchange Act and related SEC rules require that all auditing and permissible non-audit services to be performed by our
principal accountants be approved in advance by the Audit Committee of the Board. Pursuant to Section 10A(i)(3) of the Exchange Act and
related SEC rules, the Audit Committee has established procedures by which the Chairman of the Audit Committee may pre-approve such services
provided that the pre-approval is detailed as to the particular service or category of services to be rendered and the Chairman reports
the details of the services to the full Audit Committee at its next regularly scheduled meeting.
The
audit committee has considered the services provided by Salberg & Company, PA and Cherry Bekaert LLP as disclosed above in the captions
“audit fees” and has concluded that such services are compatible with the independence of Salberg & Company, PA and Cherry
Bekaert LLP as our principal accountants for the year ended December 31, 2023 and December 31, 2022, respectively.
Our
Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
AUDIT
COMMITTEE REPORT
As
of the end of 2023, the Audit Committee consisted of three members of the Board of Directors of the Company, each of whom was independent
of the Company and its management, as defined in the Nasdaq listing rules. The Board of Directors has adopted, and periodically reviews,
the audit committee charter. The charter specifies the scope of the audit committee’s responsibilities and how it carries out those
responsibilities.
The
audit committee reviews management’s procedures for the design, implementation, and maintenance of a comprehensive system of internal
controls over financial reporting and disclosure controls and procedures focused on the accuracy of our financial statements and the
integrity of our financial reporting systems. The audit committee provides the Board of Directors with the results of its examinations
and recommendations and reports to the Board of Directors as it may deem necessary to make the Board of Directors aware of significant
financial matters requiring the attention of the Board of Directors.
The
audit committee does not conduct auditing reviews or procedures. The audit committee monitors management’s activities and discusses
with management the appropriateness and sufficiency of our financial statements and system of internal control over financial reporting.
Management has primary responsibility for the Company’s financial statements, the overall reporting process and our system of internal
control over financial reporting. Our independent registered public accounting firm audits the financial statements prepared by management,
expresses an opinion as to whether those financial statements fairly present our financial position, results of operations and cash flows
in conformity with accounting principles generally accepted in the United States and discusses with the audit committee any issues they
believe should be raised with us.
The
audit committee reviews reports from our independent registered public accounting firm with respect to their annual audit and approves
in advance all audit and non-audit services provided by our independent auditors in accordance with applicable regulatory requirements.
The audit committee also considers, in advance of the provision of any non-audit services by our independent registered public accounting
firm, whether the provision of such services is compatible with maintaining their independence.
In
accordance with its responsibilities, the audit committee has reviewed and discussed with management the audited financial statements
for the year ended December 31, 2023 and the process designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002.
The audit committee has also discussed with our independent registered public accounting firm, Salberg, the matters required to be discussed
by Auditing Standard No. 16, “Communications with audit committees” issued by the Public Company Accounting Oversight Board
(“PCAOB”). The audit committee has received the written disclosures and letter from Cherry Bekaert required by applicable
requirements of the PCAOB regarding the communications of Salberg with the audit committee concerning independence, and has discussed
with Salberg its independence, including whether the provision by Salberg of non-audit services, as applicable, is compatible with its
independence.
Based
on these reviews and discussions, the audit committee recommended to the Board of Directors that the Company’s audited financial
statements for the year ended December 31, 2023 be included in Company’s Annual Report on Form 10-K for the year ended December
31, 2023.
|
Audit
Committee of the Board of Directors, |
|
|
|
Michael
D. Pruitt, Chairman |
|
Maurice
E. Evans |
|
Cary
W. Sucoff |
SECURITY
OWNERSHIP
The
following table sets forth information as of the Record Date regarding the beneficial ownership of our common stock by (i) each person
we know to be the beneficial owner of 5% or more of our common stock, (ii) each of our named executive officers, as defined below, (iii)
each of our directors, and (iv) all of our current executive officers and directors as a group. Information with respect to beneficial
ownership has been furnished by each director, executive officer or 5% or more stockholder, as the case may be. The address for all executive
officers and directors is c/o IMAC Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067.
Percentage
of beneficial ownership in the table below is calculated based on 1,721,819 shares of common stock outstanding as of the Record
Date. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities
to persons who possess sole or shared voting power or investment power with respect to those securities and includes shares of our common
stock issuable pursuant to the exercise of stock options, warrants or other securities that are immediately exercisable or convertible
or exercisable or convertible within 60 days of the Record Date. Unless otherwise indicated, the persons or entities identified in this
table have sole voting and investment power with respect to all shares shown as beneficially owned by them.
Name of Beneficial Owner | |
Shares Beneficially Owned | | |
Percentage Beneficially Owned | |
| |
| | |
| |
Faith Zaslavsky | |
| - | | |
| - | |
| |
| | | |
| | |
Sheri Gardzina | |
| 6,195 | (1) | |
| * | |
| |
| | | |
| | |
Peter Beitsch | |
| - | | |
| - | |
| |
| | | |
| | |
Maurice E. Evans | |
| 14,737 | | |
| * | |
| |
| | | |
| | |
Michael D. Pruitt | |
| 8,808 | | |
| * | |
| |
| | | |
| | |
Matthew Schwartz(2) | |
| 40,879 | | |
| 2.3 | % |
| |
| | | |
| | |
Cary W. Sucoff | |
| 10,000 | | |
| * | |
| |
| | | |
| | |
Jeffrey S. Ervin(3) | |
| 12,380 | | |
| * | |
| |
| | | |
| | |
Matthew C. Wallis, DC(4) | |
| 58,390 | | |
| 3.4 | % |
| |
| | | |
| | |
All directors and executive officers as a group (7 persons) | |
| 80,619 | | |
| 4.6 | % |
* |
Less
than 1% of outstanding shares. |
(1) |
Includes
(i) 1,250 shares of Common Stock issuable upon exercise of currently exercisable stock options, (ii) 4,000 outstanding Restricted
Stock Units, (iii) 941 shares and (iv) 4 shares owned by Mrs. Gardzina’s spouse. |
(2) |
Includes 40,879 shares of Common Stock issuable upon conversion of currently
convertible preferred stock. |
(3) |
Mr.
Ervin resigned from the Company on May 23, 2024. |
(4) |
Dr.
Wallis resigned from the Company on November 24, 2023. |
MANAGEMENT
Officers
of the Company
Our
current executive officers are:
Name |
|
Age |
|
Position |
Faith
Zaslavsky |
|
49 |
|
Chief
Executive Officer |
Sheri
Gardzina, CPA |
|
55 |
|
Chief
Financial Officer |
Faith
Zaslavsky, joined our company in May 2024 and serves as our Chief Executive Officer. Prior to joining the Company, Ms. Zaslavsky
most recently served as Chief Executive Officer since June 2023, and President and Chief Operating Officer since December 2022, of Theralink
Technologies, Inc. (OTC: THER). Prior to Theralink, Ms. Zaslavsky served as President of Oncology for Myriad Genetic Laboratories, (NASDAQ:
MYGN). Her responsibilities included overseeing all commercial functions which include leading Medical Services, Medical Affairs,
National and Enterprise Accounts and Sales and Marketing. She has spent 22 years leading and transforming teams, designing solutions
for physicians to support care and advocating for patients facing a journey with cancer. She received a Business Administration degree
from Washington State University. Ms. Zaslavsky also serves on the board of directors of the American Society of Breast Surgeons Foundation.
Sheri
Gardzina, CPA joined our company in November 2017 and serves as our Chief Financial Officer. Prior to joining IMAC, Ms. Gardzina
served as the controller or member of the accounting executive team of Smile Direct Club, LLC, a marketer of invisible aligners, from
June 2016 to September 2017, Adoration Health, a home health and hospice company, from October 2015 to June 2016, Lattimore, Black, Morgan
& Cain, an accounting and consulting firm where she provided temporary chief financial officer services to Peak Health Solutions,
from August to September 2015, EB Employee Solutions, LLC, a healthcare self-insurance product developer, from May to December 2014,
and Inspiris Inc., a start-up care management company sold to Optum, from November 2003 to May 2014. Ms. Gardzina started her career
as an auditor with Ernst & Young, where she worked from October 1994 to August 1997. Ms. Gardzina earned a B.S. degree in business
administration and finance from Purdue University and an M.S. in accountancy and M.B.A. from Northeastern University.
EXECUTIVE
COMPENSATION
In
considering our executive compensation policies and practices, we seek to balance our interest in limiting operating expenses and minimizing
stockholder dilution with our interest in using compensation to attract, retain and motivate employees. In reconciling these competing
concerns, we strive to act in the long-term best interests of the Company and our stockholders. The elements of our executives’
total compensation are base salary, cash incentive awards, stock incentive awards, bonuses and other employee benefits.
The
Compensation Committee of our Board of Directors has considered whether our executive compensation program creates risks that are reasonably
likely to have a material adverse effect on the Company and has concluded that it does not. In reaching its conclusion, the Committee
considered the Company’s strategic goals and operational practices and evaluated the design of its compensation programs to assess
whether these programs foster a business environment that might drive inappropriate decision-making or behavior. The majority of our
management’s cash compensation typically consists primarily of base salary, which we believe mitigates inappropriate or excessive
risk-taking that could harm stockholder value. To the extent that executives receive equity incentive awards, historically such awards
have been long-term awards that were intended to align executives’ interests with those of our stockholders.
Summary
Compensation Table
The
following table sets forth summary compensation information for the following persons: (i) all persons serving as our principal executive
officer during the year ended December 31, 2023, (ii) our two other most highly compensated executive officers who received compensation
during the year ended December 31, 2023 of at least $100,000 and who were executive officers on December 31, 2023 or who would have been
included as other most highly compensated individuals but were not serving as executive officers on December 31, 2023. We refer to these
persons as our “named executive officers” in this proxy statement. The following table includes all compensation earned by
the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period:
Name and Position | |
Years | |
Salary | | |
Bonus | | |
Stock Awards | | |
Option Awards | | |
Non- equity Incentive Plan Comp | | |
Non- qualified Deferred Comp | | |
All Other Comp | | |
Total | |
Jeffrey S. Ervin,(1) | |
2023 | |
$ | 200,000 | | |
$ | 12,500 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 212,500 | |
Chief Executive Officer | |
2022 | |
| 371,492 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 371,492 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Matthew C. Wallis, DC, (2) | |
2023 | |
| 167,115 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 167,115 | |
Former President | |
2022 | |
| 300,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 300,000 | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sheri Gardzina, | |
2023 | |
| 203,846 | | |
| 6,250 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 210,096 | |
Chief Financial Officer | |
2022 | |
| 251,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 251,300 | |
(1) | Mr.
Ervin resigned from the Company on May 23, 2024. |
(2) | Dr.
Wallis resigned from the Company on November 24, 2023. |
Employment
Agreements
We
entered into employment agreements effective March 1, 2019 with each of Jeffrey Ervin and Matthew Wallis. The employment agreements with
Messrs. Ervin and Wallis were extended for a term expiring on February 28, 2023. Through Mr. Ervin’s from the Company in May 2024,
Mr. Ervin was employed on an at-will basis. Mr. Wallis resigned from the Company in November 2023.
Pursuant
to their employment agreements, Messrs. Ervin and Wallis agreed to devote substantially all of their business time, attention and ability,
to our business as our Chief Executive Officer and Chief Operating Officer, respectively. In addition, each executive may be entitled
to receive, at the sole discretion of our board of directors, cash bonuses based on the executive meeting and exceeding performance goals
of the company. Each executive is entitled to participate in our 2018 Incentive Compensation Plan. We have also agreed to pay or reimburse
each executive up to $100 per month for the business use of their personal cell phone.
The
employment agreements also provided for termination by us upon death or disability of the executive (defined as three aggregate months
of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of
their obligations to us. In the event any of the employment agreements are terminated by us without cause, such executive will be entitled
to compensation for the balance of the term.
In
the event of a change of control of our company, Messrs. Ervin and Wallis may terminate their employment within six months after such
event and will be entitled to continue to be paid pursuant to the terms of their respective employment agreements.
The
employment agreements also contained covenants (a) restricting the executive from engaging in any activities competitive with our business
during the terms of such employment agreements and one year thereafter, (b) prohibiting the executive from disclosure of confidential
information regarding us at any time and (c) confirming that all intellectual property developed by the executive and relating to our
business constitutes our sole and exclusive property.
Grants
of Plan-Based Awards
As
of December 31, 2023, the Company had outstanding stock options to purchase 9,139 shares of its common stock which were granted as non-qualified
stock options to various employees of the Company. These options vest over a period of four years, with 25% vesting after one year and
the remaining 75% vesting in equal monthly installments over the following 36 months, are exercisable for a period of ten years, and
enable the holders to purchase shares of the Company’s common stock at the exercise price of award. The per-share fair values of
these options are range from $35.70 to $121.20 based on Black-Scholes-Merton pricing model.
On
October 20, 2020, the Company granted an aggregate of 10,000 RSUs to Board members with these RSUs vesting in eight equal quarterly installments
commencing on February 1, 2021, provided the Board members remain directors of the Company. Effective October 2021, the vesting schedule
was amended to a one-year vesting period. As of March 31, 2022, all these granted RSUs were vested and issued to the Board members.
On
January 30, 2021, the Company granted an aggregate of 567 RSUs to non-executive staff and contractors with these RSUs vesting after one
year. As of March 31, 2022, all these granted RSUs were vested and issued.
On
October 27, 2021 the Company granted 333 RSUs to a consultant that vested immediately.
On
February 21, 2022, the Company granted 3,333 RSUs to an executive that vested immediately.
On
September 22, 2022, the Company granted an aggregate of 10,000 RSUs to Board members with immediate vesting.
On
October 1, 2022, the Company reserved an aggregate of 17,067 Restricted Stock Units (“RSUs”) to certain employees and executives
with a one-year vesting period.
Outstanding
Equity Awards at December 31, 2022
No
stock options were granted to any of our named executive officers during the year ended December 31, 2023. A total of 14,667 RSUs were
reserved for named executive officers during the year.
The
following table presents the outstanding equity awards held by each of the named executive officers as of the fiscal year ended December
31, 2023, including the value of the stock awards.
| |
| |
Option Awards | | |
Stock Awards | |
Name | |
Grant Date | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option Exercise Price ($) | | |
Option Expiration Date | | |
Number of Shares or Units of Stock That Have Not Vested (#) | | |
Market Value of Shares or Units That Have Not Vested ($) | |
Jeffrey Ervin | |
5/21/2019 | |
| 0 | | |
| 0 | | |
$ | 0 | | |
- | | |
| 6,667 | (1) | |
$ | 14,730 | |
Sheri Gardzina | |
5/21/2019 | |
| 1,250 | | |
| 0 | | |
$ | 121.20 | | |
5/21/2029 | | |
| 4,000 | (1) | |
$ | 8,840 | |
Matthew C. Wallis, DC(2) | |
-- | |
| -- | | |
| -- | | |
| -- | | |
-- | | |
| -- | | |
| -- | |
(1) |
One
year vesting and deferred by the Named Executive Officer. Mr. Ervin resigned from the Company on May 23, 2024. |
(2) |
Dr.
Wallis resigned from the Company on November 24, 2023. |
2018
Incentive Compensation Plan
Under
our 2018 Incentive Compensation Plan (the “Plan”), adopted by our board of directors and holders of a majority of our outstanding
shares of common stock in May 2018, 66,667 shares (after giving effect to an adjustment approved by the Compensation Committee on April
30, 2024 in light of the 1-for-30 reverse stock split effected in September 2023) of common stock (subject to certain adjustments) are
authorized for issuance upon exercise of stock options and grants of other equity awards. The Plan is designed to serve as an incentive
for attracting and retaining qualified and motivated employees, officers, directors, consultants and other persons who provide services
to us. The compensation committee of our board of directors administers and interprets the Plan and is authorized to grant stock options
and other equity awards thereunder to all eligible employees of our company, including non-employee consultants to our company and directors.
The
Plan provides for the granting of “incentive stock options” (as defined in Section 422 of the Code), non-statutory stock
options, stock appreciation rights, shares of restricted stock, restricted stock units, deferred stock, dividend equivalents, bonus stock
and awards in lieu of cash compensation, other stock-based awards and performance awards. Options may be granted under the Plan on such
terms and at such prices as determined by the compensation committee of the board, except that the per share exercise price of the stock
options cannot be less than the fair market value of our common stock on the date of grant. Each option will be exercisable after the
period or periods specified in the stock option agreement, but all stock options must be exercised within ten years from the date of
grant. Options granted under the Plan are not transferable other than by will or by the laws of descent and distribution. The compensation
committee of the board has the authority to amend or terminate the Plan, provided that no amendment shall be made without stockholder
approval if such stockholder approval is necessary to comply with any tax or regulatory requirement. Unless terminated sooner, the Plan
will terminate ten years from its effective date.
Equity
Compensation Plan Summary
The
following table provides information as of December 31, 2023, relating to our equity compensation plan:
Plan
Category |
|
Number
of
Securities to
be
Issued Upon
Exercise
of
Outstanding
Equity Grants |
|
|
Weighted-
Average
Exercise
Price of
Outstanding
Options |
|
|
Number
of
Securities
Remaining
Available
for
Further
Issuance
Under
Equity
Compensation
Plans
(Excluding
Securities
Reflected
in
the First
Column) |
|
Equity
compensation plan approved by security holders (1) |
|
|
1,312 |
|
|
$ |
118.33 |
|
|
|
1,952,704 |
|
Equity
compensation plans not approved by security holders |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
Total |
|
|
1,312 |
|
|
$ |
118.33 |
|
|
|
1,952,704 |
|
(1) |
Consists
solely of the 2018 Incentive Compensation Plan. |
Director
Compensation
We
compensate each non-employee director through annual stock option grants and by paying a cash fee for each board of directors and committee
meeting attended. During the year ended December 31, 2023, each of our non-employee directors, Messrs. Evans, Pruitt, and Sucoff, was
paid $11,250 each per quarter and were awarded 3,333 restricted stock units with immediate vesting.
Non-Employee
Director Compensation Table
The
following table sets forth summary information concerning compensation paid or accrued for services rendered to us in all capacities
by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2023. Drs. Beitsch and Schwartz did not
serve on the Board of Directors during 2023.
Name | |
Fees Paid in Cash ($) | | |
Stock Awards ($) (1) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Comp ($) | | |
Total ($) | |
Maurice E. Evans | |
$ | 45,000 | | |
$ | 14,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 59,300 | |
Michael D. Pruitt | |
$ | 45,000 | | |
$ | 14,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 59,300 | |
Cary W. Sucoff | |
$ | 45,000 | | |
$ | 14,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 59,300 | |
Matthew C. Wallis, DC(2) | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
(1) |
Represents
full fair value at grant date of RSUs granted to our directors, computed in accordance with FASB ASC Topic 718. |
(2) |
Dr.
Wallis resigned from the Company on November 24, 2023. |
ANNUAL
REPORT
A
copy of our Annual Report on Form 10-K for the year ended December 31, 2023 has been provided to all stockholders as of the Record Date.
Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this Proxy
Statement and is not a part of the proxy soliciting material.
We
will provide without charge to any stockholder, as of the Record Date, copies of our Annual Report, upon written request delivered
to our Corporate Secretary at IMAC Holdings, Inc., 3401 Mallory Lane, Suite 100, Franklin, Tennessee 37067.
|
By
Order of the Board of Directors, |
|
|
|
/s/
Cary W. Sucoff |
|
Cary
W. Sucoff |
|
Interim
Chairman of the Board of Directors |
July
30, 2024 |
|
APPENDIX
A
AMENDMENT
NO. _
TO
IMAC
HOLDINGS, INC.
2018
INCENTIVE COMPENSATION PLAN
AMENDMENT
NO. _, dated as of __________, (this “Amendment”), to the 2018 Incentive Compensation Plan (as amended, the “Plan”)
IMAC Holdings, Inc., a Delaware corporation (the “Corporation”).
WHEREAS,
the Corporation maintains the Plan, effective as of May 19, 2018 and as amended thereafter; and
WHEREAS,
the Board of Directors of the Corporation deems it to be in the best interest of the Corporation and its stockholders to amend the Plan
in order to increase the maximum number of shares of the Corporation’s common stock, par value $0.01 per share, which may be issued
and sold under the Plan from 66,667 to 566,667 shares.
NOW,
THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1.
The Section 4(a) of the Plan shall be revised and amended to read as follows:
“Limitation
on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof, the total
number of Shares reserved and available for delivery under the Plan shall be 566,667, all of which may be Incentive Stock Options.
Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.”
2.
This Amendment shall be effective as of the date first set forth above.
3.
In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
|
IMAC HOLDINGS, INC. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
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