UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-38797

IMAC Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

83-0784691

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

3401 Mallory Lane, Suite 100, Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

(844) 266-4622

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BACK		OTC Markets Group, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the registrant had 3,784,966 shares of common stock, par value $0.001 per share, outstanding.

IMAC HOLDINGS, INC.

TABLE OF CONTENTS

	Page
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	3

PART I. FINANCIAL INFORMATION	4
Item 1. Financial Statements (Unaudited)	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk	16
Item 4. Controls and Procedures	16

PART II. OTHER INFORMATION	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	18

Important Information Regarding Forward-Looking Statements

Portions of this Quarterly Report on Form 10-Q (including information incorporated by reference) include “forward-looking statements” based on our current beliefs, expectations, and projections regarding our business strategies, market potential, future financial performance, industry, and other matters. This includes, in particular, “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q, as well as other portions of this Quarterly Report on Form 10-Q. The words “believe,” “expect,” “anticipate,” “project,” “could,” “would,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from those projected, anticipated, or implied in the forward-looking statements. The most significant of these risks, uncertainties, and other factors are described in “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on April 15, 2025. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (Unaudited)

IMAC HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	30,880		$	504,189
Accounts receivable, net		-			28,030
Prepaid expenses and other current assets		256,763			152,122
Total current assets		287,643			684,341

Property and equipment, net		852,487			904,680

Total assets	$	1,140,130		$	1,589,021

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	3,835,246		$	2,714,105
Dividends payable		389,590			495,521
Note payable, net of discount		531,465			-
Liabilities of discontinued operations		4,016,291			4,017,920
Total current liabilities		8,772,592			7,227,546

Commitments and Contingencies – Note 12		-			-

Stockholders’ deficit:
Preferred stock - $0.001 par value, 5,000,000 authorized,46,047 Preferred stock at March 31, 2025 and 50,502 at December 31, 2024 issued and outstanding		47			51
Common stock - $0.001 par value, 120,000,000 authorized; 3,784,966 at March 31, 2025 and 2,029,864 at December 31, 2024 issued and outstanding		1,337			1,168
Additional paid-in capital		59,550,174			59,344,408
Accumulated deficit		(67,184,020	)		(64,984,152	)
Total stockholders’ deficit		(7,632,462	)		(5,638,525	)

Total liabilities and stockholders’ deficit	$	1,140,130		$	1,589,021

See accompanying notes to the unaudited condensed consolidated financial statements.

IMAC HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024

Revenues, net	$	1,500		$	-
Cost of revenues		103,187			-
Gross loss		(101,687	)		-

Operating expenses:

General and administrative		2,087,214			408,630
Total operating expenses		2,087,214			408,630

Operating loss		(2,188,901	)		(408,630	)

Other income (expense):
Interest income		185			204
Interest expense		(11,466	)		(40,473	)
Total other expenses		(11,281	)		(40,269	)

Net loss from continuing operations		(2,200,182	)		(448,899	)

Net income (loss) from discontinued operations		314			41,680

Net loss		(2,199,868	)		(407,219	)

Preferred dividends		(1,214,337	)		(209,365	)

Net loss available to common stockholders	$	(3,414,205	)	$	(616,584	)

Net loss per share from continuing operations – Basic and diluted	$	(1.08	)	$	(0.39	)

Income (Loss) per share from discontinued operations – Basic and diluted	$	-		$	0.04
Net loss per share – Basic and diluted	$	(1.08	)	$	0.35

Weighted average common shares outstanding
Basic and diluted		3,148,275			1,148,321

See accompanying notes to the unaudited condensed consolidated financial statements.

IMAC HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

	Number of Shares			Par			Number of Shares		Par		Paid-In- Capital			Accumulated Deficit			Total
	Preferred Stock						Common Stock				Additional
	Number of Shares			Par			Number of Shares		Par		Paid-In- Capital			Accumulated Deficit			Total
Balance, January 1, 2025		50,502		$	51			2,029,832	$	1,168	$	59,344,408		$	(64,984,152	)	$	(5,638,525	)

Dividends declared		-			-			-		-		(1,214,337	)		-			(1,214,337	)
Capitalized dividends		-			-			-		-		1,141,936			-			1,141,936
Conversion of Series C-1, C-2, D and F preferred stock into common shares		(4,455	)		(4	)		1,425,170		4		178,332			-			178,332
Issuance of common stock for cash		-			-			329,932		165		99,835			-			100,000
Net loss		-			-			-		-		-			(2,199,868	)		(2,199,868	)
Balance, March 31, 2025		46,047		$	47			3,784,934	$	1,337	$	59,550,174		$	(67,184,020	)	$	(7,632,462	)

	Preferred Stock				Common Stock				Additional
	Number of				Number of				Paid-In-			Accumulated
	Shares		Par		Shares		Par		Capital			Deficit			Total
Balance, January 1, 2024		4,550	$	5		1,148,321	$	1,149	$	55,184,524		$	(55,938,325	)	$	(752,647	)
Balance		4,550	$	5		1,148,321	$	1,149	$	55,184,524		$	(55,938,325	)	$	(752,647	)
Dividends declared										(79,365	)		-			(79,365	)
Net loss		-		-		-		-		-			(407,219	)		(407,219	)
Balance, March 31, 2024		4,550	$	5		1,148,321	$	1,149	$	55,105,159		$	(56,345,544	)	$	1,239,231
Balance		4,550	$	5		1,148,321	$	1,149	$	55,105,159		$	(56,345,544	)	$	1,239,231

See accompanying notes to unaudited condensed consolidated financial statements.

IMAC HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(2,199,868	)	$	(407,219	)
Net income (loss) from discontinued operations		314			41,680
Net loss from continuing operations		(2,200,182	)		(448,899	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		52,193			-
Interest expense - OID		11,465			-
Bad debt expense (recovery)		-			(45,472	)
Changes in operating assets and liabilities:
Accounts receivable		28,030			45,472
Prepaid expenses and other current assets		(44,641	)		28,535
Accounts payable and accrued expenses		1,119,512			176,432
Net cash provided (used) in operating activities from continuing operations		(1,033,623	)		(243,932	)
Net cash provided (used) in operating activities from discontinued operations		314			41,680
Net cash used in operating activities		(1,033,309	)		(202,252	)

Cash flows from financing activities:
Proceeds from issuance of common stock		100,000			-
Proceeds from notes payable		460,000			-
Payments on finance lease obligation		-			(1,724	)
Net cash provided by (used in) financing activities		560,000			(1,724	)

Net decrease in cash		(473,309	)		(203,976	)

Cash, beginning of period		504,189			221,511

Cash, end of period	$	30,880		$	17,535

Supplemental cash flow information:
Interest paid	$	-		$	40,583

Non-cash investing and financial activities:
Preferred stock conversion	$	4			-
Converted accrued C1 & C2 dividends	$	178,000		$	-
Preferred dividends accrued – C-1 & C-2	$	72,000		$	-
Preferred dividends accrued – B-1	$	-		$	79,000
Capitalized dividends – D, E, F & G	$	1,142,000		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

IMAC HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(Unaudited)

Note 1 – Description of Business

We provide services related to proteomic products that identify and support oncology clinical treatment decisions and biopharmaceutical drug development.

Continuing operations

The continuing operations of the business are precision medicine in cancer treatment based on activated protein analysis. The Company has acquired laboratory capabilities from Theralink Technologies, Inc, and has the technical capability and intellectual property licenses to engage in clinical testing of breast cancer patients to determine which medications and treatments will be most effective. The Company also engages in collaborations with biopharmaceutical companies to identify drug targets based on activated protein analysis. Drug makers benefit from the application of our technology in target identification, clinical trial design, and clinical trial execution.

On March 26, 2025, the Company’s shareholders approved the Board of Directors’ proposal to increase the number of authorized shares of the Company’s common stock to 120,000,000 shares from 60,000,000 shares.

Discontinued operations

Until recently, IMAC Holdings, Inc. was a holding company for IMAC Regeneration Centers, The BackSpace retail stores and our Investigational New Drug division. As of December 31, 2023, the Company has sold or discontinued patient care at all our locations and has accordingly presented this component as discontinued operations.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company for the interim periods presented.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on June 30, 2025. The accompanying condensed balance sheet as of December 31, 2024 has been derived from the Company’s audited financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the condensed consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates related to impairment of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.

Recently Issued Accounting Standards

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The new standard is effective annual reporting period beginning after December 15, 2024., The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (ASU 2024-03). ASU 2024-03 requires disclosure of specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information to help financial statement users (a) better understand the Company’s performance, (b) better assess the Company’s prospects for future cash flows, and (c) compare the Company’s performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and related disclosures.

Note 3 –Going Concern Considerations

The Company’s condensed consolidated financial statements are prepared in accordance with GAAP and includes the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically and expects to incur operating losses and cash outflows from operations and as a result concludes that there is substantial doubt to continue as a going concern twelve months from the issuance of these statements. Management plans to raise additional capital through the issuance of financial instruments including both debt and equity to mitigate the conditions and events that raise substantial doubt.

These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Property and Equipment

Property and equipment consisted of the following at March 31, 2025 and December 31, 2024:

Schedule of Property and Equipment

	Estimated Useful Life	March 31, 2025			December 31, 2024

Equipment	5 years		1,044,000			1,044,000

Less: accumulated depreciation			(191,000	)		(139,000	)

Total property and equipment, net		$	852,000		$	905,000

Depreciation was approximately $52,000 and $0 for the three months ended March 31, 2025 and 2024, respectively.

Note 5 – Note Payable

Notes payable at March 31, 2025 and December 31, 2024 were comprised of the following:

Schedule of Notes Payable

	Interest rate	Due date	March 31, 2025
40% OID promissory note	OID only	November – December, 2025	$	532,000
10% OID promissory note	OID only	November, 2025		154,000
Total notes payable				686,000
Less: unamortized debt discounts				(154,000	)
Notes payable			$	532,000

During the three months ended March 31, 2025, the Company issued promissory notes (the “Notes”) to certain lenders (the “Lenders”) in the aggregate principal amount for approximately $0.7 million (the “Principal”), for cash proceeds of approximately $0.5 million.

Note 6 – Shareholders’ Deficit

Preferred stock converted

During the three months ended March 31, 2025, 4,455 shares of preferred stock were converted into 1,425,170 shares of common stock.

Liquidation preference

Liquidation Value

	Preferred Shares Outstanding		Stated Value		Liquidation Preference
Series C-1		2,020	$	1,000	$	2,527,000
Series C-2		876	$	1,000		1,048,000
Series D		14,003	$	1,064		16,762,000
Series E		24,172	$	1,064		28,935,000
Series F		300	$	1,065		359,000
Series G		4,676	$	1,013		5,331,000
Total		46,047			$	54,962,000

Common Stock

In the three months ended March 31, 2025, the Company issued 329,932 common shares for cash of $100,000 under its Common Stock Purchase Agreement.

Note 7 - Net Loss Per Share

Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the year, adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Dilutive shares not included in the computation of dilutive loss per share because the effect would be anti-dilutive due to the Company’s net loss were as follows:

Schedule of Net Loss Per Share

	2025		2024
	March 31,
	2025		2024

Common Stock Purchase Warrants		5,905,946		2,247,852
Preferred shares B-1		-		1,437,500
Preferred shares B-2		-		1,035,326
Preferred shares C-1		868,288		-
Preferred shares C-2		376,543		-
Preferred shares D		4,193,409		-
Preferred shares E		7,238,681		-
Preferred shares F		96,233		-
Preferred shares G		3,092,672		-
Stock options		11,306		1,312
Potentially dilutive shares		21,783,078		4,721,990

Note 8 – Commitments and Contingencies

From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company’s financial condition, results of operations or liquidity.

Third Party Audit

From time to time, in the ordinary course of business with respect to our discontinued operations, we are subject to audits under various governmental programs in which third party firms engaged by the Center for Medicare & Medicaid Services (“CMS”) conduct extensive reviews of claims data to identify potential improper payments. We cannot predict the ultimate outcome of any regulatory reviews or other governmental audits and investigations.

Progressive Health

In October 2021, the Company received notification from Covent Bridge Group (“Covent Bridge”), a CMS contractor, that they are recommending to CMS that the Company was overpaid and a request for payment was made in December 2021 in the amount of approximately $2.7 million.

The amount represents a statistical extrapolation of charges from a sample of claims for the periods July 2017 to November 2020 for Progressive Health & Rehabilitation, Ltd (“Progressive Health”). The Company entered into a management agreement with Progressive Health in April 2019.

The Company has initiated the appropriate appeals. The Company submitted a redetermination request in March 2022, which was denied. The Company submitted a reconsideration request February 2023. In July 2023, the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a partially favorable decision that medical necessity supported a portion of the claims. The Company filed an appeal and a hearing with an Administrative Law Judge (ALJ) was conducted November 2023. The ALJ decision received on February 2024 did not address the Company’s appeal and the impact on the partially favorable decision from the Independent contractor and the potential impact on the extrapolated charges.

The Company filed an appeal to Medicare Appeals Council in April 2024 and the result was unfavorable. The Company pursued the next step of its appeal of the alleged overpayment by filing a lawsuit in federal court on May 14, 2025. The Company has reserved the request for payment amount of approximately $2.7 million.

Advantage Therapy

In May 2022 the Company received notifications from Covent Bridge, that they are recommending to CMS that the Company was overpaid and a request for payment was made in the amount of approximately $0.5 million.

The Company submitted a reconsideration request in May 2023. In August 2023 the Company received a reconsideration decision from the second appeal. The Qualified Independent Contractor provided a partially favorable decision supporting the appealed claims.

Subsequent to the findings of the second Appeal the Company filed an appeal and conducted a hearing with an Administrative Law Judge in February 2024. The Company awaits the response from the hearing.

IMAC St. Louis

In November 2024, the Company received notification from Covent Bridge, that it estimates the Company was overpaid CMS funds in the amount of approximately $1.1 million at a patient center in Missouri. The overpayment occurred between February 26, 2020 through January 2, 2024.

Note 9 – Segment Reporting

The Company has determined that it currently operates in a single segment, precision medicine in cancer treatment, currently located in a single geographic location, the United States. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. Since the Company operates in a single segment, the measure of segment total assets and loss from operations is the same as that reported on the accompanying balance sheets as total assets, and the accompanying statement of operations as loss from operations, respective.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The Company’s CODM reviews and evaluates the total consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. In addition to the significant expense categories included within the total net loss presented on the Company’s Statements of Operations, the following table sets forth significant segment expenses:

Schedule of Segment Expenses

	2025			2024
	March 31,
	2025			2024
Patient revenue, net	$	1,500		$	-
Cost of revenues		103,187			-
Gross profit (loss)		(101,687	)		-

Operating expenses
Employee expense		802,041			150,202
Professional fees		1,063,205			157,736
Occupancy		65,986			2,077
Insurance		70,506			81,840
Other		85,475			16,775
Total operating expenses		2,087,213			408,630

Operating loss		(2,188,900	)		(408,630	)

Interest income		185			204
Interest expense		(11,466	)		(40,473	)
Total other income (expenses)		(11,281	)		(40,269	)

Income (loss) from continuing operations, net of income taxes	$	(2,200,181	)	$	(448,899	)

Note 10 – Related Party

During the three months ended March 31, 2025, the Company issued promissory notes (the “Notes”) to a related party (the “Related Party”) in the aggregate principal amount for approximately $0.1 million (the “Principal”), for cash proceeds of approximately $0.1 million.

Note 11 - Subsequent Events

Issuance of promissory notes

The Company issued promissory notes (the “Q2 2025 Notes”) to certain lenders in the aggregate principal amount of $1.7 million, for an aggregate purchase price from the Lenders of $1.2 million. The Q2 2025 Notes are unsecured and mature on the earlier of (i) the date of consummation of any offering or offerings, individually or in the aggregate, of securities with gross proceeds of at least $1,000,000, and (ii) December 24, 2025. Of the Q2 2025 Notes, the Company issued promissory notes of $0.1 million, for an aggregate purchase price of $0.1 million to a related party.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition as of March 31, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

Any one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

References in this MD&A to “we,” “us,” “our,” “our company,” “our business” and “IMAC Holdings” are to IMAC Holdings, Inc., a Delaware corporation and prior to the Corporate Conversion (defined below), IMAC Holdings, LLC, a Kentucky limited liability company, and the following entities which are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: Ignite Proteomics, LLC, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”), IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) IMAC Regeneration Management of Nashville, LLC (“IMAC Nashville”) IMAC Management of Illinois, LLC (“IMAC Illinois”), Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”), IMAC Management of Florida, LLC (“IMAC Florida”), Louisiana Orthopaedic & Sports Rehab (“IMAC Louisiana”) and The Back Space, LLC (“BackSpace”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); the following entities which are consolidated with IMAC Management of Illinois, LLC due to control by contract: Progressive Health and Rehabilitation, Ltd., Illinois Spine and Disc Institute, Ltd. and Ricardo Knight, P.C.; the following entities which is consolidated with IMAC Management Services, LLC due to control by contract: Integrated Medicine and Chiropractic Regeneration Center PSC (“Kentucky PC”) and IMAC Medical of Kentucky PSC (“Kentucky PSC”); the following entities which are consolidated with IMAC Florida due to control by contract: Willmitch Chiropractic, P.A. and IMAC Medical of Florida, P.A.; the following entity which is consolidated with Louisiana Orthopaedic & Sports Rehab due to control by contract: IMAC Medical of Louisiana, a Medical Corporation; and the following entities which are consolidated with BackSpace due to control by contract: ChiroMart LLC, ChiroMart Florida LLC, and ChiroMart Missouri LLC.

Overview

IMAC Holdings, Inc. operates primarily through its wholly owned subsidiary, Ignite Proteomics, LLC (Ignite), that utilizes a unique and patented RPPA technology platform, which can quantify protein signaling to support oncology clinical treatment decisions and biopharmaceutical drug development.

For the three months ended March 31, 2025, the Company had:

	●	$0.002 million in net revenue;

	●	net loss of $2.2 million comprised of ($2.2 million) from our continuing operations and $0 from our discontinued operations; and,

	●	a one-time expense of $0.05 million in fees related to our Nasdaq listing.

Matters that May or Are Currently Affecting Our Business

We believe that the growth of our business and our future success depend on various opportunities, challenges, trends and other factors, including the following:

	●	Our ability to obtain additional financing for the projected costs associated with the growth of our recently acquired laboratory;

	●	Our ability to attract competent, skilled laboratory and sales personnel for our operations at acceptable prices to manage our overhead; and

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

For a detailed discussion of our significant accounting policies and related judgments, see Note 2 of the Notes to Condensed Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this report.

Results of Operations for the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Cost of Revenues

Cost of revenues consisted of laboratory supplies of $0.05 million and depreciation expense of $0.05 million.

Operating expenses

Operating expenses were $2.1 million for the three months ended March 31, 2025. They consisted of $0.8 million for salaries and benefits, $0.5 million in legal fees, $0.5 million in professional fees and consulting, $0.1 million in insurance, $0.1 million for occupancy and $0.1 million for other expenses.

Liquidity and Capital Resources

As of March 31, 2025, we had $0.03 million in cash and a working capital deficit of $(8.5) million. As of December 31, 2024, we had cash of $0.5 million and working capital of $(7.3) million. The decrease in working capital was primarily due to a $1.1 million increase in accounts payable and an increase of $0.5 million in notes payable.

As of March 31, 2025, we had approximately $8.8 million in current liabilities. Approximately $3.8 million of our current liabilities outstanding were to our vendors, $0.4 million were dividends payable to our preferred shareholders, $0.5 were notes payable and $4.0 million for liabilities of discontinued operations. Of the discontinued operations liabilities, $2.7 million relates to the reserve for the Medicare audit and $0.5 are for operating leases.

As of March 31, 2025, we had an accumulated deficit of $67.2 million. We anticipate that we will need to raise additional capital to fund future operations. However, we may be unable to raise additional funds or enter into such arrangements when needed or favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development or acquisition activity. Failure to receive additional funding could also cause us to cease operations, in part or in full. Furthermore, even if we believe we have sufficient funds for our current of future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations. Our management team has determined that our financial condition raises substantial doubt as to our ability to continue as a going concern.

Cash Flows

The primary source of our operating cash flow is the collection of accounts receivable from patients, private insurance companies, government programs, self-insured employers and other payers.

During the three months ended March 31, 2025, net cash used in operations increased to $1.1 million compared to $0.2 million for the three months ended March 31, 2024. This decrease was primarily attributable to our increase in accounts payable.

Net cash provided by financing activities during the three months ended March 31, 2025 was $0.5 million, which was primarily proceeds from the sale of common stock and issuance of promissory notes. Net cash provided by financing activities during the three months ended March 31, 2024 was $0.0 million.

Impact of Inflation

We believe that inflation had a material impact on our results of operations for the three months ended March 31, 2025. Inflation was evident in staffing and supply costs related to the delivery of patient care. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 (the “Exchange Act”) reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As further discussed below, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that, because of certain material weaknesses in our internal control over financial reporting, our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2025. The material weaknesses are as follows:

	1.	We do not have sufficient resources in our accounting department, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to accrued dividends, capitalized dividends, consolidation accounting, related party transactions, fair value estimates, accounting contingencies and analysis of financial instruments for proper classification in the condensed consolidated financial statements, in a timely manner;

	2.	Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness.

We hired a consulting firm to advise on technical issues related to U.S. GAAP as related to the maintenance of our accounting books and records and the preparation of our condensed consolidated financial statements. Although we are aware of the risks associated with not having dedicated accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting functions with dedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvement with additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessary improvements whenever they may be required. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our condensed consolidated financial statements may contain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that, because of certain material weaknesses in our internal control over financial reporting our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business, as described below. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a material adverse effect on us. Regardless of final outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary interim rulings.

ITEM 1A.

RISK FACTORS

There have been no material changes to our Risk Factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit Number		Description
3.1		Certificate of Incorporation of IMAC Holdings, Inc., as amended to date (filed as Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on January 17, 2025 and incorporated herein by reference).

4.1		Form of Promissory Note dated September 12, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2024 and incorporated herein by reference).

4.2		Form of Promissory Note dated September 27, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2024 and incorporated herein by reference).

10.1		Amendment No. 3 to 2018 Incentive Compensation Plan dated August 30, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2024 and incorporated herein by reference).

31.1*		Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended.

31.2*		Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated pursuant to the Securities Exchange Act of 1934, as amended.

32.1**		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of IMAC Holdings, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IMAC HOLDINGS, INC.

Date: July 1, 2025	By:	/s/ Faith Zaslavsky
		Faith Zaslavsky
		Chief Executive Officer (Principal Executive Officer)

Date: July 1, 2025	By:	/s/ Sheri Gardzina
		Sheri Gardzina
		Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by IMAC Holdings Inc.