IMAC acquires $16.22M in Theralink notes for Series D preferred; to take Theralink assets in settlement

IMAC Holdings, Inc.

IMAC issued Series D Convertible Preferred Stock in exchange for $16,221,873.89 principal of Theralink senior secured convertible notes; IMAC will hold 74.01% of outstanding Notes.
Settlement & Release: IMAC forgives Theralink debt and transfers assets (excluding certain excluded assets) to IMAC in exchange for issuance of Series E Convertible Preferred Stock to Theralink.
Termination of prior merger agreement between IMAC and Theralink; Form S-4 registration statement to be withdrawn.
Appraisal of Theralink assets by The Mentor Group will determine exact number of Series D and Series E preferred shares; transactions expected to close in May 2024.
IMAC assumes certain Theralink liabilities and agrees to hire some Theralink employees; no cash paid by IMAC in the transactions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

IMAC Holdings, Inc. entered into Settlement and Release Agreement with Theralink Technologies, Inc. (effective 2024-05-01).

Action: entry
Agreement: settlement
Counterparty: Theralink Technologies, Inc.
Effective: 2024-05-01

Exact text from the filing

On May 1, 2024, the Company entered into a Settlement and Release Agreement with Theralink (the “Settlement Agreement”) pursuant to which the parties agreed to a settlement of the default by Theralink under the previously announced Credit Agreement dated April 11, 2024 between the Company as Lender and Theralink as Borrower (the “Theralink Credit Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

IMAC Holdings, Inc. entered into Securities Purchase Agreement with various holders (the "Note Holders") of senior secured convertible debentures of Theralink Technologies, Inc. valued at aggregate principal amount outstanding of $16,221,873.89 (effective 2024-04-30).

Action: entry
Agreement: equity purchase
Counterparty: various holders (the "Note Holders") of senior secured convertible debentures of Theralink Technologies, Inc.
Value: aggregate principal amount outstanding of $16,221,873.89
Effective: 2024-04-30

Exact text from the filing

On April 30, 2024, IMAC Holdings, Inc. (the “Company”) entered into securities purchase agreements (each, a “Securities Purchase Agreement”) with various holders (the “Note Holders”) of senior secured convertible debentures (the “Notes”) of Theralink Technologies, Inc. (“Theralink”) for the sale of shares of the Company’s newly created Series D Convertible Preferred Stock, $0.001 par value (the “Series D Preferred Stock”).

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IMAC Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-017373

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