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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 6, 2022

 

 

 

IMAC Holdings, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-38797   83-0784691
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1605 Westgate Circle, Brentwood, Tennessee   37027
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (844) 266-4622

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share   IMAC   NASDAQ Capital Market
Warrants to Purchase Common Stock   IMACW   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year

 

See Item 5.07 below regarding Proposal 2 and Exhibit 3.1 hereto, which are incorporated herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On July 6, 2022, IMAC Holdings, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”) at the Company’s offices located at 1605 Westgate Circle, Brentwood, Tennessee 37027, at 11:00 a.m., local time. As of May 10, 2022, the record date of the Annual Meeting, there were a total of 26,485,167 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 17,121,564 votes were represented at the Annual Meeting, and a quorum was present. The following proposals were submitted to the shareholders:

 

1. the election of five directors nominated by the Company’s board of directors (the “Board”) named in the Proxy Statement (defined below);

 

2. the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock to 60,000,000 shares from 30,000,000 shares;

 

3. the amendment of the Company’s 2018 Incentive Compensation Plan increasing the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares;

 

4. the ratification of the appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022; and

 

5. the approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers.

 

For more information about the foregoing proposals, please see the Company’s Definitive Proxy Statement filed May 17, 2022 (the “Proxy Statement”).

 

The number of votes cast for, against, and where applicable, votes withheld, as well as abstentions and whether each proposal was approved, is set forth below.

 

1. The election of five directors nominated by the Board and named in the Proxy Statement.

 

   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
Jeffrey S. Ervin   8,115,524    72,982    256,647    8,676,411 
Matthew C. Wallis   7,585,369    72,982    786,802    8,676,411 
Maurice E. Evans   7,952,216    72,982    419,955    8,676,411 
Michael D. Pruitt   7,968,823    72,982    403,348    8,676,411 
Cary W. Sucoff   7,317,755    72,982    1,054,416    8,676,411 

 

The five nominees listed above were elected to the Board. Consistent with the Company’s certificate of incorporation, each director will serve until the Company’s 2023 annual meeting of stockholders and, in each case, until a successor has been elected and qualified, or until his earlier death, resignation or removal.

 

 

 

 

2. The amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock to 60,000,000 shares from 30,000,000 shares.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
 16,450,603    639,036    31,923    2 

 

The proposal to approve the amendment to the Company’s certificate of incorporation was approved.

 

3.The amendment to the Company’s 2018 Incentive Compensation Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
 8,006,220    432,922    6,010    8,676,412 

 

The proposal to approve the amendment to the Company’s 2018 Incentive Compensation Plan was approved.

 

4. The ratification of the appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
 17,001,518    32,517    87,529    0 

 

The appointment of Cherry Bekaert LLP as the Company’s auditors for the year ending December 31, 2022 was ratified.

 

5. The approval (on an advisory, non-binding basis) of the compensation of the Company’s named executive officers.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 
 7,677,089    739,380    28,684    8,676,411 

 

The proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, was approved.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to the Certificate of Incorporation, filed July 7, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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

 

July 8, 2022 IMAC HOLDINGS, INC.
     
  By: /s/ Jeffrey Ervin
  Name: Jeffrey Ervin
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 3.1

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:06 PM 07/07/2022

FILED 04:06 PM 07/07/2022

SR 20222930571 - File Number 6898979

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

IMAC HOLDINGS, INC.

 

 

 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware

 

IMAC HOLDINGS, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

1. The name of the corporation is: IMAC Holdings, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 23, 2018.

 

2. That at a meeting of the Board of Directors of the Corporation, the following resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:

 

RESOLVED, that subject to approval of the Corporation’s stockholders, the Certificate of Incorporation of the Corporation be amended to increase the number of shares of Common Stock the Corporation is authorized to issue (the “Amendment”); and be it further

 

RESOLVED, that in order to accomplish the foregoing Amendment, the Certificate of Incorporation of the Corporation be amended so that, as amended, “Section 4.1” of “ARTICLE IV” shall read in its entirety, as follows:

 

“4.1 Authorized Capital Stock. The aggregate number of shares of capital stock that the Corporation is authorized to issue is Sixty-Five Million (65,000,000), of which Sixty Million (60,000,000) shares are common stock having a par value of $0.001 per share (the “Common Stock”), and Five Million (5,000,000) shares are preferred stock having a par value of $0.001 per share (the “Preferred Stock”).”

 

RESOLVED, that the Board of Directors hereby approves the Amendment and declares the Amendment advisable, and recommends that the stockholders of the Corporation approve the Amendment at the annual meeting of the stockholders of the Corporation duly called and held; and be it further

 

RESOLVED, that the Amendment be submitted to the Corporation’s stockholders for approval at the annual meeting of the stockholders of the Corporation duly called and held.

 

3. That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.

 

4. The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

5. The foregoing amendment shall be effective upon the filing of this Certificate of Amendment to the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, IMAC Holdings, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer on this 7th day of July 2022.

 

  IMAC HOLDINGS, INC.
   
  By: /s/ Jeffrey S. Ervin
  Name: Jeffrey S. Ervin
  Title: Chief Executive Officer