More annual reports from IMAC Holdings, Inc.:
2023 ReportUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 Form 10-K (Mark One) [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or [ ]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: 001-35947 IMAC Holdings, Inc.(Exact Name of Registrant as Specified in its Charter) Delaware 83-0784691(State or Other Jurisdictionof Incorporation or Organization) (I.R.S. EmployerIdentification No.) 1605 Westgate Circle, Brentwood, Tennessee 37027(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 Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share NASDAQ Capital MarketWarrants to Purchase Common Stock NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 1934during 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 filingrequirements for the past 90 days. Yes [ ] No [X] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted posted pursuant to Rule 405of 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 [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging 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[X]Smaller reporting company[X] Emerging growth company[X] 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 orrevised 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 [X] The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of April 11, 2019 was 7,314,491. DOCUMENTS INCORPORATED BY REFERENCE None. IMAC HOLDINGS, INC. FORM 10-K—ANNUAL REPORTFor the Fiscal Year Ended December 31, 2018 Table of Contents PagePART I1Item 1Business1Item 1ARisk Factors15Item 1BUnresolved Staff Comments26Item 2Properties26Item 3Legal Proceedings26Item 4Mine Safety Disclosures26 PART II27Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6Selected Financial Data27Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7AQuantitative and Qualitative Disclosures About Market Risk35Item 8Financial Statements and Supplementary Data36Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures53Item 9AControls and Procedures53Item 9BOther Information53 PART III54Item 10Directors, Executive Officers and Corporate Governance54Item 11Executive Compensation58Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13Certain Relationships and Related Transactions, and Director Independence60Item 14Principal Accounting Fees and Services62 PART IV64Item 15Exhibits, Financial Statement Schedules64Item 16Form 10-K Summary65 Signatures66 PART I Cautionary Statement Regarding Forward-Looking Statements Portions of this Annual Report on Form 10-K (including information incorporated by reference) include “forward-looking statements” based on ourcurrent beliefs, expectations, and projections regarding our business strategies, market potential, future financial performance, industry, and other matters.This includes, in particular, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report onForm 10-K, as well as other portions of this Annual Report on Form 10-K. The words “believe,” “expect,” “anticipate,” “project,” “could,” “would,” andsimilar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The mattersdiscussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materiallyfrom those projected, anticipated, or implied in the forward-looking statements. The most significant of these risks, uncertainties, and other factors aredescribed in “Item 1A — Risk Factors” of this Annual Report on Form 10-K. Except to the limited extent required by applicable law, we undertake noobligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Unless the context requires otherwise, references herein to “we,” “us,” “our,” “our company,” “our business” or “IMAC Holdings” are to IMAC Holdings,Inc., a Delaware corporation, and prior to the Corporate Conversion discussed herein, IMAC Holdings, LLC, a Kentucky limited liability company, and ineach case, their consolidated subsidiaries. ITEM 1.BUSINESSOverview We are a growing chain of Innovative Medical Advancements and Care (IMAC) Regeneration Centers, combining life science advancements withtraditional medical care for movement-restricting diseases and conditions. Our mix of medical and physical procedures is designed to improve patientexperiences and outcomes, and reduce healthcare costs as compared to other available treatment options. We own six and manage five outpatient clinics thatprovide regenerative, orthopedic and minimally invasive procedures and therapies. Our treatments are performed by licensed medical practitioners throughour regenerative rehabilitation protocols designed to improve the physical health, to advance the quality of life and to lessen the pain of our patients. We donot prescribe opioids, but instead offer an alternative to conventional surgery or joint replacement surgery by delivering minimally invasive medicaltreatments to help patients with sports injuries, back pain, knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. Ouremployees focus on providing exceptional customer service to give our patients a memorable and caring experience. We believe that we have priced ourtreatments to be affordable by 95% of the population and are well positioned in the expanding regenerative medical sector. Our licensed healthcare professionals provide each patient a custom treatment plan that integrates innovative regenerative medicine protocols(representing 31% of our revenue) with traditional, minimally invasive (minimizing incisions and skin punctures) medical procedures (representing 33% ofour revenue) in combination with physical therapies (representing 31% of our revenue from physical therapy, and remaining 5% of our revenue fromchiropractic). We do not use or offer opioid-based prescriptions as part of our treatment options in order to help our patients avoid the dangers of opioidabuse and addiction. We have successfully treated patients that were previously addicted to opioids because of joint or soft tissue related pain. Further, ourprocedures comply with all professional athletic league drug restriction policies, including the NFL, NBA, NHL and MLB. Dr. Matthew Wallis, DC, our Chief Operating Officer, opened the first IMAC Regeneration Center in Paducah, Kentucky over 18 years ago in August2000, which remains the flagship location of our current business. Dr. Jason Brame, DC joined Dr. Wallis in 2008. In 2015, Drs. Wallis and Brame hiredJeffrey S. Ervin as our Chief Executive Officer to collectively create and implement their growth strategy. The result was the formal creation of IMACHoldings, LLC to expand IMAC clinics outside of western Kentucky, with such facilities to remain owned or operated under the group using the IMACRegeneration Center name and services. In June 2018, we completed a corporate conversion in which IMAC Holdings, LLC was converted to IMACHoldings, Inc. to consolidate ownership of existing clinics and implement our growth strategy. Since May 2016, IMAC has opened six outpatient medical clinics and acquired four physical therapy practices for a total of 11 clinics in Kentucky,Missouri and Tennessee. We intend to further expand the reach of our facilities to other strategic locations throughout the United States. In order to enhanceour brand, we have partnered with several active and former professional athletes, opening two Ozzie Smith IMAC Regeneration Centers, two David PriceIMAC Regeneration Centers, and one Tony Delk IMAC Regeneration Center. We have also signed former NBA player George Gervin to be a brandambassador for future clinics in Texas. Our brand ambassadors help deliver awareness to our non-opioid services, emphasizing our ability to treat sports andorthopedic injuries as an alternative to traditional surgeries for joint repair or replacement. We are focused on providing natural, non-opioid solutions to pain as consumers increasingly demand conservative treatments for an agingpopulation. The demand for our services continues to grow fueled by consumer preferences for organic healthcare solutions over traditionally invasiveorthopedic practices. We believe that our regenerative rehabilitation treatments are provided to patients at a much lower price than our primary competitors,including orthopedic surgeons, pain management clinics and hospital systems targeting invasive joint reconstruction. Surgical joint replacements costseveral times more than our therapies initially treating the same condition. The U.S. government has recently adopted strict surgery pre-approval initiatives toreduce the cost for CMS and limit the proliferation of opioids since they accompany substantially all joint replacement surgeries. 1 We believe patient satisfaction will be driven by our following five fundamental beliefs: ●We believe that the body has the ability to heal itself, and better results occur with our solutions to unlock the body’s natural healing process; ●We believe in the power of doctors, from many different specializations, working together for the best patient care possible; ●We believe that employees should know patients by their face, not by a chart number; ●We believe consumers have a choice regardless of physician referral or insurance coverage; and ●We believe a medical setting should be comforting.We are led by senior executive officers who together have more than 70 years of combined experience in the healthcare services industry. Jeffrey S.Ervin, our Chief Executive Officer, joined us in March 2015. Mr. Ervin has a history of sourcing private equity investments and managing private equityoperations in the healthcare and other growth industries. Before joining us, he was the senior financial officer at Medx Publishing, LLC, an online healthcaremarketing and technology firm and parent company of Medicare.com, where he was responsible for the successful sale and disposition of Medicare.com toeHealth Insurance and sale of Medicaid.com to United Healthcare. Mr. Ervin earned an M.B.A. degree from Vanderbilt University. The founder of ourcompany, Matthew C. Wallis, DC, a former licensed chiropractor, is our Chief Operating Officer. Dr. Wallis has implemented strategies in the company tocreate consistent operating efficiencies for our sales, marketing and service delivery operations. D. Anthony Bond, CPA joined us as our Chief FinancialOfficer in October 2017. Mr. Bond has a long history in senior financial roles with healthcare organizations managing multi-state operations. Ian A. White,Ph.D. joined us as our Chief Scientific Officer in August 2018. He is the President of BioFirma, LLC, a stem cell regenerative medicine research firm, andChairman of the Scientific Committee for the American Association of Stem Cell Physicians. Dr. White received his Ph.D. in Physiology, Biophysics andSystems Biology from Cornell University at its Ansary Stem Cell Institute. Our Market Opportunity Orbis Research reported that the regenerative healthcare industry in the United States is estimated to be $67.6 billion by 2019, and IBIS Worldestimated that outpatient rehabilitation in the U.S. is an approximately $30 billion industry, with approximately 90% of that revenue generated from physicalrehabilitation services, including orthopedic, sports, geriatric and other forms of physical medicine. Outpatient rehabilitation is anticipated to grow at a rateof 2% to 7% in the coming years, according to these industry research companies, due to the aging baby boomer generation, sustained high rates of obesityand healthcare reform. As healthcare insurance providers seek to reduce medical costs and government regulation restricts access to opioid pain prescriptions,physical therapy and outpatient services are poised to capture a larger share of healthcare spending. As the workforce continues to grow, employer-basedinsurance expenditures will increase. In addition, government spending on Medicare will continue to be significant. Outpatient Rehabilitation Spending by Segment 2 According to the Centers for Medicare & Medicaid Services’ National Health Expenditure Projections 2017-2026, national healthcare expenditurescontinue to rise and are projected to grow from an estimated $3.5 trillion in 2017 to $5.7 trillion by 2026, representing an average annual rate of growth of5.5%, reaching a projected 19.7% of U.S. gross domestic product in 2026, as shown below. Demand for minimally invasive movement corrections and non-opioid pain management has surged with the growth of the baby boomer generation.The U.S. Census estimates that the U.S. population over 65 years of age is projected to more than double from 47.8 million to nearly 98.2 million persons andthe 85 and older population is expected to more than triple, from 6.3 million to 19.7 million persons, between 2015 and 2060. Additionally, according to theU.S. Census Bureau, the number of older Americans is increasing as a percentage of the total U.S. population with the number of persons older than 65estimated to comprise 14.9% of the total U.S. population in 2015 and projected to grow to 23.6% by 2060. Source: U.S. Census Bureau This significant demographic shift is changing healthcare consumption patterns. At the same time, individuals who are not eligible for Medicarehave faced a significant rise in health insurance premiums. As consumers assume the burden of greater healthcare costs, they are price shopping andconsidering second opinions from conservative treatment providers like our company. Despite ongoing consolidation in the outpatient rehabilitation services industry, the industry remains highly fragmented, which has allowed manycompetitors to enter the market. In such an environment, reputable and successful outpatient clinics will be able to grow through organic expansion andcombining services with other providers. While there is significant competition in the industry, we believe no single participant currently captures more than10% of the market, which may allow existing market participants to distinguish themselves from their competitors as they grow. The attractiveness ofoutpatient facilities to reduce medical costs has also been seen in other medical areas. Insurer UnitedHealth Group recently purchased surgical care centersand medical practices, with an apparent aim to reduce hospital spending. Our Operations We currently operate 11 outpatient medical clinics in three states. Our original clinic opened in August 2000 and remains the flagship location ofour current business, which was formally organized in March 2015 with the mission of expanding the reach of our facilities to other strategic locationsthroughout the United States. Our flagship medical clinic has been operated during the last 18 years by Matthew C. Wallis, DC and Jason Brame, DC, two ofour co-founders, and, since March 2015, together with Jeffrey S. Ervin, our third co-founder and the current Chief Executive Officer of our company. Thismanagement team continues today throughout the organization incorporating the same strategies used to build and operate the company’s flagship location.During 2016 and 2017, we opened five medical clinics and expanded into two new states, Missouri and Tennessee. In 2018, we opened one medical clinicand acquired four physical therapy clinics. 3 Below is a list of our outpatient medical clinics and information about how we own or control these medical clinics: Clinic Name Location of Clinic DateOpened orAcquired Form andDate ofControl Primary Services Performed IMACRegenerationCenter Paducah, Kentucky August 2000 Managed since June 28, 2018 Regenerative medicine, medical evaluationswith x-ray, fluoroscopic spine, joint andappendage injections, and physical medicine Ozzie SmithCenter Chesterfield, Missouri May 2016 Full ownership effective June 1,2018, when remaining 64% interestwas acquired Regenerative medicine, medical evaluationswith x-ray, fluoroscopic spine, joint andappendage injections, and physical medicine IMACRegenerationCenter Murray, Kentucky February 2017 Managed since June 28, 2018 Medical evaluations with x-rays, fluoroscopicjoint and appendage injections, and physicalmedicine David Price Center Brentwood, Tennessee May 2017 Managed since November 1, 2016 Regenerative medicine, medical evaluationswith x-ray, fluoroscopic spine, joint andappendage injections, and physical medicine Ozzie SmithCenter St. Peters, Missouri August 2017 Full ownership effective June 1,2018, when remaining 64% interestwas acquired Medical evaluations with x-ray, fluoroscopicjoint and appendage injections, and physicalmedicine David Price Center Murfreesboro,Tennessee November 2017 Managed since November 2017 Medical evaluations with x-ray, fluoroscopicjoint and appendage injections, and physicalmedicine Tony Delk Center Lexington, Kentucky July 2018 Managed since July 2, 2018 Medical evaluations with x-ray, fluoroscopicjoint and appendage injections, and physicalmedicine AdvantageTherapy South Springfield,Missouri August 2018(originally openedAugust 2004) Full ownership effective August 1,2018, when 100% interest wasacquired Occupational and physical therapy AdvantageTherapy North Springfield,Missouri August 2018(originally openedMarch 2013) Full ownership effective August 1,2018, when 100% interest wasacquired Occupational and physical therapy AdvantageTherapy Monett, Missouri August 2018(originally openedMay 2015) Full ownership effective August 1,2018, when 100% interest wasacquired Occupational and physical therapy AdvantageTherapy Ozark, Missouri August 2018(originally openedNovember 2015) Full ownership effective August 1,2018, when 100% interest wasacquired Occupational and physical therapy Below is a description of each of our outpatient medical clinics: Integrated Medicine and Chiropractic Regeneration Center PSC. In November 2015, we relocated our Paducah, Kentucky operations into a 10,200square foot build-to-suit facility. This facility serves as an anchor clinic for the western Kentucky market of roughly 50,000 residents. The clinic performsmedical evaluations with x-ray, fluoroscopic spine, joint and appendage injections, regenerative medicine and physical medicine. The lease term ends inDecember 2020. 4 We opened a 4,700 square foot facility in Murray, Kentucky, a town of nearly 15,000 residents near the Tennessee border. This facility providesmedical evaluations, fluoroscopic joint and appendage injections, and physical medicine and refers patients to Paducah for regenerative PRP medicalprocedures. The lease is scheduled to expire in December 2023. IMAC of St. Louis, LLC. In January 2016, IMAC of St. Louis, LLC, doing business as the Ozzie Smith Center, executed a lease for a 13,300 squarefoot facility in Chesterfield, Missouri, a suburb 18 miles west of downtown St. Louis. The Ozzie Smith Center opened in May 2016. The lease agreement runsuntil August 2026. Dr. Devin Bell, D.O. is the medical director. The clinic performs medical evaluations with x-ray, fluoroscopic spine, joint and appendageinjections, regenerative PRP medicine and physical medicine. Namesake Ozzie Smith was inducted into the Major League Baseball Hall of Fame in 2002 andreplicas of his 13 gold glove trophies are in the lobby of the clinic. The Ozzie Smith Center opened a satellite facility in St. Peters, Missouri to assist with demand from suburbs west of the Missouri River. The St.Peters clinic opened for business in July 2017. The lease expires in August 2022. The facility operates under the direction of Dr. Bell and offers patientmedical evaluations with x-ray, fluoroscopic joint and appendage injections, and physical medicine. IMAC Regeneration Center of Nashville, PC. The David Price Center opened in Brentwood, Tennessee in May 2017. Dr. David Smithson, M.D. isdouble board certified in Sports Medicine and Internal Medicine and serves as its medical director. The 7,500 square foot clinic is leased through July 2024.The clinic performs medical evaluations with x-ray, fluoroscopic spine, joint and appendage injections, regenerative PRP medicine and physical medicine. In November 2017, we opened a 5,500 square foot facility in Murfreesboro, Tennessee, a southeastern suburb of Nashville with more than 100,000residents and hometown to David Price. Mr. Price, who was born and raised in middle Tennessee, was the first pick of the 2007 Major League draft fromVanderbilt University. This facility performs patient medical evaluations with x-ray, fluoroscopic joint and appendage injections, and physical medicine. Weoccupy 10% of the building and the lease expires in October 2022. Tony Delk Center. In March 2018, we entered into a $1.2 million commitment to purchase a medical practice building in Lexington, Kentucky,where our seventh IMAC outpatient medical clinic, named the Tony Delk Center, opened on July 2, 2018. Advantage Therapy. In August 2018, we acquired the physical and occupational therapy provider, Advantage Therapy, which operates fourlocations in the Springfield, Missouri metropolitan area. The South Springfield location occupies 5,000 square feet and expires in June 2019. The NorthSpringfield, Monett and Ozark locations function as satellite locations. The north location functions within 2,400 square feet with an expiration date of May2020. The Monett location occupies 2,200 square feet pursuant to a lease that expires in February 2021, while the Ozark location operates in approximately1,000 square feet pursuant to a lease that expires upon 30 days’ notice. Advantage Therapy is an established business with more than ten years of operationsin the Springfield, Missouri market. We believe there is potential to grow the existing practice that provides over 1,000 therapy visits each month with theaddition of medical services to offer our comprehensive IMAC service line. Our Services The licensed healthcare professionals at our clinics work with each patient to create a protocol customized for each patient by utilizing acombination of the following traditional and innovative treatments: Medical Treatments. Our specialized team of doctors work together to provide the latest minimally invasive, prescription-free treatments formovement challenges or pain related to orthopedic conditions. The treatments are customized to treat the underlying condition instead of addressing thechallenge with prescriptions or surgeries. Regenerative Medicine. Regenerative therapy at IMAC Regeneration Centers utilizes undifferentiated cellular tissue to regenerate damaged tissue.The majority of our procedures utilize cells from the patient, harvested under minimal manipulation, and applied during the same visit to the clinic. Theseautologous cells help to heal degenerative soft tissue conditions, which cause pain or compromise the patient’s quality of life. Independent studies in thisarea, including a recent safety and feasibility study published by Dr. Peter B. Fodor, “Adipose Derived Stromal Cell Injections for Pain Management ofOsteoarthritis in the Human Knee Joint” (Aesthetic Surgery Journal, February 2016), have supported claims that autologous cell treatments using stromalvascular fraction (adipose) and bone marrow lead to improved function and decreased pain within joints, muscles and connective tissue and can helpalleviate osteoarthritis and degenerative disease. We believe that we have generally followed the increasingly accepted protocols described in these studiesin connection with our regenerative therapies. Physical Medicine. Our team of sports medicine practitioners start by collaboratively building a personalized physical medicine treatment plandesigned to help patients get back to living the life they deserve. Physical Therapy. With a combination of biomechanical loading and tissue mobilization, our licensed physical rehabilitation therapists work witheach patient to help the body restore skill within the joint or soft tissue. Spinal Decompression. During this treatment, the spine is stretched and relaxed intermittently in a controlled manner, creating a negative pressure inthe disc area that can pull herniated or bulging tissue back into the disc. Whether caused by trauma or degeneration, we realize the impact a spinal injury canhave on the quality of one’s life and are committed to providing the most innovative, minimally invasive medical technology and care to relieve back painand restore function. 5 Chiropractic Manipulation. Common for spine conditions, manual manipulation is used to increase range of motion, reduce nerve irritability andimprove function. In November 2017, we engaged a medical consulting group to advise us on current regenerative medicine therapy protocols and to organize aclinical trial towards an investigational new drug application (IND) with the FDA, while pursuing a voluntary Regenerative Medicine Advanced Therapy(RMAT) designation. This process is defined under Section 3033 of the 21st Century Cures Act. We intend to pursue a trial utilizing autologous cellularstructures to alleviate symptoms of debilitating neurological conditions and diseases. The medical consulting group has assisted us in conducting research, establishing patient engagement tools and developing clinical strategies toachieve the RMAT. We have not yet engaged with the FDA and we anticipate our first communication with the FDA to occur during the second or thirdquarter of 2019 as an INTERACT (Initial Targeted Engagement for Regulatory Advice on CBER products) meeting. Following the INTERACT meeting, anamount of work (which cannot be quantified as of yet) will be performed to prepare for a pre-Investigational New Drug meeting and gain more precisefeedback from the FDA before completing an IND submission. Another round of work will be performed to complete the IND application. Finally, the FDAOffice of Tissues and Advanced Therapies will notify us of the IND application result no later than 60 days after receipt of the IND submission and RMATrequest. No assurance can be given that the FDA will find that our trial meets the criteria for RMAT designation. We believe that a RMAT designation maybe helpful in differentiating our services and gaining a collaborative connection with the FDA. The failure to earn the RMAT designation will result inunfulfilled research expenses but should not negatively affect our operations. We expect the cost to pursue the RMAT designation will be between $100,000and $300,000 and take 18 to 30 months of time from the original engagement with our medical consultant. Our Growth and Expansion Strategy We have developed a comprehensive approach and well-defined model for new clinic openings ranging from site selection to staffing. Our originalclinic in Paducah, Kentucky, which opened in August 2000, has shown consistent growth in patient visits, and is profitable. We will continue to apply thisextensive experience and knowledge to new clinic openings as well as acquisitions. Our six recently opened clinics, combined with our August 2018acquisition of four physical therapy clinics, are expected to provide us with significant revenue growth as these sites mature. In 2018, we also madeinvestments in our corporate infrastructure and life science product development, which we believe will position us well to support our planned expansion. We have plans to open additional IMAC Regeneration Centers in the states in which we currently operate, as well as in other strategic locationsthroughout the United States, building on our familiarity with the demographic market and our reputation in the area to attract new patients andendorsements. Our strategic partnerships with regional and national sports celebrities have enabled us to increase our visibility in our markets and becomeknown for providing innovative regenerative-based therapies. We continue to seek opportunities to work with more athletes to draw awareness to ourservices. In addition, we have enlisted a wide range of medical and alternative medicine professionals to continue providing innovative outpatient treatmentsto our patients without major surgery or prescription pain medication. The key elements of our strategy that we believe will continue to propel our growth and expansion are: Open New Outpatient Locations and Facilities. We are in the process of identifying strategic new locations at which to lease and develop newIMAC Regeneration Centers. We anticipate initial expansion in the Midwest and southern United States, including in Illinois, Kansas, Oklahoma and Texaswithin the next 12 months. By branching into states adjacent to existing centers, we will expand our regional market familiarity, with our outpatient clinicsand focus our marketing efforts. We believe our strong regional operations will provide brand awareness and allow us to leverage our establishedadministrative infrastructure and will provide a foundation to support our expansion. Expand Our Service Offerings to Employers and Self-Insured Health Plans. We have received inquiries from employers researching conservativetreatment options for their employees. The inquiries primarily focus on minimizing employee time away from work related to injuries or occupational hazardsand the cost of aggressive orthopedic treatments and threat of opioid abuse for employees enrolled in an employer health plan. We intend to create simpleconservative treatment protocols for employers seeking to reduce employee downtime, prescription narcotic usage and surgical expenditures within theirhealth plan. Continue to Obtain Endorsements from Well-Known Sports Celebrities. We continue to attract celebrity sports endorsers for each market in whichwe operate and plan to expand. By collaborating and co-branding with well-known sports figures, patients become more familiar with our brand and associateour company with physical fitness and well-being. Working with sports celebrities that are well-known in our markets and personally recommend ourtreatments helps establish credibility with patients in those markets. Accelerate Research and Development of New Regenerative Products. Our recent investment in BioFirma LLC was executed in order to researchand develop regenerative medicine products and supplies. We intend to fund this research with the goal of identifying innovative treatments to deliverwithin IMAC Regeneration Centers, as well as producing approved products for distribution into the broader medical community. 6 Expand Our Advertising and Marketing. We intend to increase our advertising and marketing efforts and reach throughout our primary serviceareas in order to grow patient volume at our existing facilities and spur interest in newer locations. Our current marketing efforts include a combination oflocal television, internet and event advertising. We will introduce employer marketing initiatives with help from our celebrity endorsers. While we welcomepatients that are referred to us by other healthcare providers, we believe that direct marketing will generate more new patients for our outpatient clinics thanrelying solely on antiquated medical referral practices. Offer State-of-the-Art Orthopedic Treatments. Our regenerative medicine techniques are used to prevent arthritis, treat meniscus tears, defeat muscledeterioration and address other damaged tissue conditions. We will continue offering innovative therapies and recently approved medical technologies,including alternative medicine treatments, and will adapt our treatment offerings as new treatments are developed and come to market. By bringing together adiverse array of medical specialists, we are able to treat more health conditions and attract a larger base of patients. Advertising and Marketing Our corporate advertising and marketing efforts focus on increasing our brand awareness and communicating our commitment to “success withoutmajor surgery,” along with the many other competitive advantages our company offers. Our marketing strategy is to offer an innovative and recentlyapproved medical technologies for movement and orthopedic therapies that appeal to a wide range of potential patients, continually elevate awareness of ourbrand and generate demand for our outpatient medical services. We rely on a number of channels in this area, including digital advertising, email marketing,social media and affiliate marketing, as well as through strategic partnerships with well-known sports celebrities to build our endorsements and draw patientsto our IMAC Regeneration Centers. Our celebrity endorsers appear in our press marketing and social media marketing efforts and help generate interest in ourbrand and services. We maintain our website at www.imacregeneration.com. We intend to hire additional sales and marketing personnel and increase ourspending on sales, marketing and promotion in connection with the continued expansion of our outpatient locations. Advertising and marketing expense was$859,191 and $119,867 for the years ended December 31, 2018 and 2017, respectively. Our sales and marketing strategy focuses on active individuals who seek to maintain, restore and maximize their health and wellness. A majority ofour customers are located within 25 miles of one of our outpatient medical clinics. During the years ended December 31, 2018 and 2017, no single customeraccounted for more than 10% of our consolidated revenue, respectively. Competition and Our Competitive Advantages The outpatient physical therapy industry is highly competitive, with thousands of clinics across the country. While some of our competitors offerregenerative medical treatments as an effective treatment for degenerative health conditions, we believe that few companies have the multi-disciplinaryapproach of combining physical therapy and medical professionals working together to generate optimal regenerative health outcomes. Our internal surveyresults conducted randomly with more than 120 patients during 2016 and 2017 reported that 91% of our patients experienced improvement in their healthafter treatments at our outpatient clinics. One of our major competitive advantages is the offering of more broadly affordable regenerative treatments. Competitive factors affecting our business include quality of care, cost, treatment outcomes, convenience of location, and relationships with, andability to meet the needs of, referral and insurance payor sources. Our clinics compete, directly or indirectly, with many types of healthcare providersincluding the physical therapy departments of hospitals, private therapy clinics, physician-owned therapy clinics, and chiropractors. We may face moreintense competition if consolidation of the therapy industry continues. We believe that we differentiate ourselves from our competition and have been able to grow our business as a result of the following competitivestrengths: Our Minimally Invasive Approach to Traditional Orthopedic Care. We pay particular attention to rehabilitating our patients’ musculoskeletalsystem to reduce pain and enhance mobility without major surgery or anesthesia. By combining physical therapy and regenerative medicine, we are able totreat a variety of physical conditions by using a patient’s own body to help heal itself. Strong Regional Presence. We own six and manage five clinics in three states, providing us significant leverage for implementation of ourmarketing strategies and utilization of our staff. We believe we offer a broader platform of regenerative therapies than our regional competitors. We Do Not Prescribe Addictive Opioids. We do not use or offer opioid-based prescriptions as part of our treatment options in order to help ourpatients avoid the dangers of opioid abuse and addiction. We focus on preventing the potential for addiction through our regenerative-based therapies thathelp alleviate chronic pain. We Employ a Regenerative Medicine Scientist. Few medical provides employ scientists. Our regenerative medicine scientist works at our BioFirmaoffice in Miami, Florida and provides direction to our medical professionals as to the availability of regenerative medicine advancements in the marketplace.Collaborative work among our medical professionals and our regenerative medicine scientist through regular meetings, in person visits and telephoniccommunication yields broad discussions on the potential to develop proprietary techniques or services using such advancements. Utilizing Diverse Medical Specialists for Customized Care. Our treatment protocols are customized by a team of medical doctors, nursepractitioners, chiropractors and physical therapists and are designed to heal damaged tissue without major surgery or prescription pain medication. This teamapproach delivers comprehensive service while avoiding the higher costs of major reconstructive surgery by medical specialists. 7 Protection of Proprietary Information We own various U.S. federal trademark registrations and applications, and unregistered trademarks, including the registered mark “IMACRegeneration Center.” We rely on trademark laws in the United States, as well as confidentiality procedures and contractual provisions, to protect ourproprietary information and brand. We cannot assure you that existing trademark laws or contractual rights will be adequate for protecting our intellectualproperty and proprietary information. Protection of confidential information, trade secrets and other intellectual property rights in the markets in which weoperate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement ofour confidential information or intellectual property rights as such prevention is inherently difficult. Costly and time-consuming litigation could benecessary to enforce and determine the scope of our confidential information and intellectual property protection. BioFirma, LLC, our 70%-owned subsidiary, has applied for a trademark on the product name NeoCyte. BioFirma has determined not to pursue apatent on this product at its current stage of development, nor considers the success of its future product development to be dependent on obtaining a patent. We are not aware of any claims of infringement or other challenges to our rights in our trademarks. We do not expect to need any additionalintellectual property rights to carry out our growth and expansion strategy. For years ended December 31, 2018 and 2017, we did not incur any material time or labor for the development of the technology we use in ouroperations. Government Regulation Numerous federal, state and local regulations regulate healthcare services and those who provide them. Some states into which we may expand havelaws requiring facilities employing health professionals and providing health-related services to be licensed and, in some cases, to obtain a certificate of need(that is, demonstrating to a state regulatory authority the need for, and financial feasibility of, new facilities or the commencement of new healthcareservices). None of the states in which we currently operate require a certificate of need for the operation of our physical therapy business functions. Ourhealthcare professionals and/or medical clinics, however, are required to be licensed, as determined by the state in which they provide services. Failure toobtain or maintain any required certificates, approvals or licenses could have a material adverse effect on our business, financial condition and results ofoperations. Regulations Controlling Fraud and Abuse. Various federal and state laws regulate financial relationships involving providers of healthcareservices. These laws include Section 1128B(b) of the Social Security Act (42 U.S. C. § 1320a-7b(b)) (the “Fraud and Abuse Law”), under which civil andcriminal penalties can be imposed upon persons who, among other things, offer, solicit, pay or receive remuneration in return for (i) the referral of patients forthe rendering of any item or service for which payment may be made, in whole or in part, by a Federal health care program (including Medicare andMedicaid); or (ii) purchasing, leasing, ordering, or arranging for or recommending purchasing, leasing, ordering any good, facility, service, or item for whichpayment may be made, in whole or in part, by a Federal health care program (including Medicare and Medicaid). We believe that our business procedures andbusiness arrangements are in compliance with these provisions. However, the provisions are broadly written and the full extent of their specific application tospecific facts and arrangements to which we are a party is uncertain and difficult to predict. In addition, several states have enacted state laws similar to theFraud and Abuse Law, which may be more restrictive than the federal Fraud and Abuse Law. Stark Law. Provisions of the Omnibus Budget Reconciliation Act of 1993 (42 U.S.C. §1395nn) (the “Stark Law”) prohibit referrals by a physician of“designated health services” which are payable, in whole or in part, by Medicare or Medicaid, to an entity in which the physician or the physician’simmediate family member has an investment interest or other financial relationship, subject to several exceptions. Unlike the Fraud and Abuse Law, the StarkLaw is a strict liability statute. Proof of intent to violate the Stark Law is not required. Physical therapy services are among the “designated health services.”Further, the Stark Law has application to our management contracts with individual physicians and physician groups, as well as, any other financialrelationship between us and referring physicians, including medical advisor arrangements and any financial transaction resulting from a clinic acquisition.The Stark Law also prohibits billing for services rendered pursuant to a prohibited referral. Several states have enacted laws similar to the Stark Law. Thesestate laws may cover all (not just Medicare and Medicaid) patients. As with the Fraud and Abuse Law, we consider the Stark Law in planning our outpatientclinics, establishing contractual and other arrangements with physicians, marketing and other activities, and believe that our operations are in substantialcompliance with the Stark Law. If we violate the Stark Law or any similar state laws, our financial results and operations could be adversely affected.Penalties for violations include denial of payment for the services, significant civil monetary penalties, and exclusion from the Medicare and Medicaidprograms. HIPAA. In an effort to further combat healthcare fraud and protect patient confidentially, Congress included several anti-fraud measures in theHealth Insurance Portability and Accountability Act of 1996 (“HIPAA”). HIPAA created a source of funding for fraud control to coordinate federal, state andlocal healthcare law enforcement programs, conduct investigations, provide guidance to the healthcare industry concerning fraudulent healthcare practices,and establish a national data bank to receive and report final adverse actions. HIPAA also criminalized certain forms of health fraud against all public andprivate payers. Additionally, HIPAA mandates the adoption of standards regarding the exchange of healthcare information in an effort to ensure the privacyand electronic security of patient information and standards relating to the privacy of health information. Sanctions for failing to comply with HIPAA includecriminal penalties and civil sanctions. In February of 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was signed into law. Title XIIIof ARRA, the Health Information Technology for Economic and Clinical Health Act (“HITECH”), provided for substantial Medicare and Medicaidincentives for providers to adopt electronic health records (“EHRs”) and grants for the development of health information exchange (“HIE”). Recognizingthat HIE and EHR systems will not be implemented unless the public can be assured that the privacy and security of patient information in such systems isprotected, HITECH also significantly expanded the scope of the privacy and security requirements under HIPAA. Most notable are the mandatory breachnotification requirements and a heightened enforcement scheme that includes increased penalties, and which now apply to business associates as well as tocovered entities. In addition to HIPAA, a number of states have adopted laws and/or regulations applicable in the use and disclosure of individuallyidentifiable health information that can be more stringent than comparable provisions under HIPAA. 8 We believe that our operations comply with applicable standards for privacy and security of protected healthcare information. We cannot predictwhat negative effect, if any, HIPAA/HITECH or any applicable state law or regulation will have on our business. Cybersecurity. We are a medical provider and comply with HIPAA and data sensitivity requirements as regulated by local and federal authorities.Our patient data is hosted, managed and secured with an approved Electronic Medical Record vendor. Cybersecurity is of paramount importance and ourexecutive officers have implemented routine cyber breach insurance policies to protect our company from potential predatory initiatives to access patientand company data. See “Risk Factors – Our reputation and relationships with patients would be harmed if our patients’ data, particularly personallyidentifying data, were to be subject to a cyber-attack or otherwise by unauthorized persons.” FDA Drug Approval Process In the United States, pharmaceutical products are subject to extensive regulation by the Food and Drug Administration (the “FDA”). The FederalFood, Drug, and Cosmetic Act (“FDC Act”) and other federal and state statutes and regulations, govern, among other things, the research, development,testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, samplingand import and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrativeor judicial sanctions, such as FDA refusal to approve pending new drug applications (“NDAs”), warning or untitled letters, product recalls, product seizures,total or partial suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution. As a result of these regulations,pharmaceutical product development and approval are very expensive and time consuming. Pharmaceutical product development for a new product or certain changes to an approved product in the United States typically involves preclinicallaboratory and animal tests, the submission to the FDA of an investigational new drug (“IND”), which must become effective before clinical testing maycommence, and adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug for each indication for which FDA approval issought. Satisfaction of FDA pre-market approval requirements typically takes many years and the actual time required may vary substantially based upon thetype, complexity and novelty of the product or disease. Clinical trials to support NDAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In Phase 1,the initial introduction of the drug into healthy human subjects or patients, the drug is tested to assess pharmacological actions, side effects associated withincreasing doses and, if possible, early evidence on effectiveness. For dermatology products, Phase 2 usually involves trials in a limited patient population todetermine metabolism, pharmacokinetics, the effectiveness of the drug for a particular indication, dosage tolerance and optimum dosage, and to identifycommon adverse effects and safety risks. If a compound demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase3 clinical trials are undertaken to obtain the additional information about clinical efficacy and safety in a larger number of patients, typically atgeographically dispersed clinical trial sites, to permit the FDA to evaluate the overall benefit-risk relationship of the drug and to provide adequateinformation for the labeling of the drug. In most cases the FDA requires two adequate and well-controlled Phase 3 clinical trials with statistically significantresults to demonstrate the efficacy of the drug. A single Phase 3 clinical trial with other confirmatory evidence may be sufficient in rare instances where thestudy is a large multicenter trial demonstrating internal consistency and a statistically very persuasive finding of an effect on mortality, irreversible morbidityor prevention of a disease with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible. After completion of the required activities, including clinical testing, an NDA is prepared and submitted to the FDA. FDA approval of the NDA isrequired before marketing of the product may begin in the United States. The FDA also may refer applications for novel drug products, or drug products that present difficult questions of safety or efficacy, to an advisorycommittee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should beapproved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving anNDA, the FDA will typically inspect one or more clinical sites to assure compliance with the FDA’s good clinical practice requirements. Additionally, theFDA typically inspects the facility or the facilities at which the drug is manufactured, and may inspect the sponsor company and investigator sites thatparticipated in the clinical trials. The FDA will not approve the product unless compliance with current good manufacturing practice (“cGMP”) is satisfactoryand the NDA contains data that provide substantial evidence that the drug is safe and effective for the stated indication. After the FDA evaluates the NDA and the manufacturing facilities, it issues either an approval letter or a complete response letter. A completeresponse letter generally outlines the deficiencies in the submission and may require substantial additional testing, or information, in order for the FDA toreconsider the application. If, or when, those deficiencies have been addressed to the FDA’s satisfaction following FDA review of a resubmission of the NDA,the FDA will issue an approval letter. 9 An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition of NDAapproval, the FDA may require a risk evaluation and mitigation strategy (“REMS”), to help ensure that the benefits of the drug outweigh the potential risks.REMS can include medication guides, communication plans for healthcare professionals and elements to assure safe use (“ETASU”). ETASU can include, butare not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances, special monitoring and the useof patient registries. The requirement for a REMS can materially affect the potential market and profitability of the drug. Moreover, product approval mayrequire substantial post-approval testing and surveillance to monitor the drug’s safety or efficacy. Once granted, product approvals may be withdrawn ifcompliance with regulatory standards is not maintained or problems are identified following initial marketing. Changes to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes orfacilities, require submission and FDA approval of a new NDA or NDA supplement before the change can be implemented. An NDA supplement for a newindication typically requires clinical data similar to that in the original application, and the FDA generally uses the same procedures and actions in reviewingNDA supplements as it does in reviewing NDAs. Section 505(b)(2) New Drug Applications Most drug products obtain FDA marketing approval pursuant to an NDA filed under section 505(b)(1) of the FDC Act. An alternative is a specialtype of NDA, commonly referred to as a Section 505(b)(2) NDA (“505(b)(2) NDA”), which enables the applicant to rely, in part, on the FDA’s previousapproval of a similar product, or published literature, in support of its application. 505(b)(2) NDAs often provide an alternate path to FDA approval for new or improved formulations or new uses of previously approved products.Section 505(b)(2) permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by, or for, theapplicant and for which the applicant has not obtained a right of reference. If the 505(b)(2) NDA applicant can establish that reliance on the FDA’s previousapproval is scientifically appropriate, it may eliminate the need to conduct certain preclinical or clinical studies of the new product. The FDA may alsorequire companies to perform additional studies or measurements to support the change from the approved product. The FDA may then approve the newproduct candidate for all, or some, of the label indications for which the referenced product has been approved, as well as for any new indication sought bythe Section 505(b)(2) NDA applicant. Biologics Biological products used for the prevention, treatment or cure of a disease or condition of a human being are subject to regulation under the FDCAct, except the section of the FDC Act which governs the approval of NDAs. Biological products are approved for marketing under provisions of the PublicHealth Service Act (“PHSA”), via a Biologics License Application (“BLA”). However, the application process and requirements for approval of BLAs andBLA supplements, including review timelines, are very similar to those for NDAs and NDA supplements, and biologics are associated with similar approvalrisks and costs as other drugs. Post-Approval Requirements Once an NDA is approved, a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approvalmarketing and promotion of drugs, including standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientificand educational activities and promotional activities involving the internet. Drugs may be marketed only for the approved indications and in accordancewith the provisions of the approved labeling. Adverse event reporting and submission of periodic safety reports is required following FDA approval of an NDA. The FDA also may require post-marketing testing, known as Phase 4 testing, REMS and surveillance to monitor the effects of an approved product, or the FDA may place conditions on anapproval that could restrict the distribution or use of the product. In addition, quality-control, drug manufacture, packaging and labeling procedures mustcontinue to conform to cGMPs after approval. Drug manufacturers and certain of their subcontractors are required to register their establishments with theFDA and certain state agencies. Registration with the FDA subjects entities to periodic unannounced inspections by the FDA, during which the agencyinspects manufacturing facilities to assess compliance with cGMPs. Accordingly, manufacturers must continue to expend time, money and effort in the areasof production and quality-control to maintain compliance with cGMPs. Regulatory authorities may withdraw product approvals or request product recalls if acompany fails to comply with regulatory standards, if it encounters problems following initial marketing, or if previously unrecognized problems aresubsequently discovered. Pediatric Information Under the Pediatric Research Equity Act, NDAs or supplements to NDAs must contain data to assess the safety and effectiveness of the drug for theclaimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the drug issafe and effective. The FDA may grant full or partial waivers, or deferrals, for submission of data. The Best Pharmaceuticals for Children Act (“BPCA”) provides NDA holders a six-month extension of any exclusivity, patent or non-patent, for adrug if certain conditions are met. Conditions for exclusivity include the FDA’s determination that information relating to the use of a new drug in thepediatric population may produce health benefits in that population, the FDA making a written request for pediatric studies and the applicant agreeing toperform, and reporting on, the requested studies within the statutory timeframe. Applications under the BPCA are treated as priority applications, with all ofthe benefits that designation confers. 10 Disclosure of Clinical Trial Information Sponsors of clinical trials of FDA-regulated products, including drugs, are required to register and disclose certain clinical trial information.Information related to the product, patient population, phase of investigation, study sites and investigators and other aspects of the clinical trial is then madepublic as part of the registration. Sponsors are also obligated to disclose the results of their clinical trials after completion. Competitors may use this publiclyavailable information to gain knowledge regarding the progress of our programs. Regenerative Medicine Advanced Therapies (RMAT) Designation The FDA has established a Regenerative Medicine Advanced Therapy (“RMAT”) designation as part of its implementation of the 21st CenturyCures Act, or Cures Act. The RMAT designation program is intended to fulfill the Cures Act requirement that the FDA facilitate an efficient developmentprogram for, and expedite review of, any drug that meets the following criteria: (1) it qualifies as a RMAT, which is defined as a cell therapy, therapeutictissue engineering product, human cell and tissue product, or any combination product using such therapies or products, with limited exceptions; (2) it isintended to treat, modify, reverse, or cure a serious or life-threatening disease or condition; and (3) preliminary clinical evidence indicates that the drug hasthe potential to address unmet medical needs for such a disease or condition. Like breakthrough therapy designation, RMAT designation provides potentialbenefits that include more frequent meetings with FDA to discuss the development plan for the product candidate, and eligibility for rolling review andpriority review. Products granted RMAT designation may also be eligible for accelerated approval on the basis of a surrogate or intermediate endpointreasonably likely to predict long-term clinical benefit, or reliance upon data obtained from a meaningful number of sites, including through expansion toadditional sites. RMAT-designated products that receive accelerated approval may, as appropriate, fulfill their post-approval requirements through thesubmission of clinical evidence, clinical studies, patient registries, or other sources of real world evidence (such as electronic health records); through thecollection of larger confirmatory data sets; or via post-approval monitoring of all patients treated with such therapy prior to approval of the therapy. Other Regulatory Factors. Political, economic and regulatory influences are fundamentally changing the healthcare industry in the United States.Congress, state legislatures and the private sector continue to review and assess alternative healthcare delivery and payment systems. Potential alternativeapproaches could include mandated basic healthcare benefits, controls on healthcare spending through limitations on the growth of private health insurancepremiums and Medicare and Medicaid spending, the creation of large insurance purchasing groups, and price controls. Legislative debate is expected tocontinue in the future and market forces are expected to demand only modest increases or reduced costs. For instance, managed care entities are demandinglower reimbursement rates from healthcare providers and, in some cases, are requiring or encouraging providers to accept capitated payments that may notallow providers to cover their full costs or realize traditional levels of profitability. We cannot reasonably predict what impact the adoption of federal or statehealthcare reform measures or future private sector reform may have on our business. In recent years, federal and state governments have launched several initiatives aimed at uncovering behavior that violates the federal civil andcriminal laws regarding false claims and fraudulent billing and coding practices. Such laws require providers to adhere to complex reimbursementrequirements regarding proper billing and coding in order to be compensated for their services by government payers. Our compliance program requiresadherence to applicable law and promotes reimbursement education and training; however, a determination that our clinics’ billing and coding practices arefalse or fraudulent could have a material adverse effect on us. As a result of our participation in the Medicare and Medicaid programs, we are subject to various governmental inspections, reviews, audits andinvestigations to verify our compliance with these programs and applicable laws and regulations. Managed care payers may also reserve the right to conductaudits. An adverse inspection, review, audit or investigation could result in refunding amounts we have been paid; fines penalties and/or revocation ofbilling privileges for the affected clinics; exclusion from participation in the Medicare or Medicaid programs or one or more managed care payer network; ordamage to our reputation. We and our outpatient medical clinics are subject to federal and state laws prohibiting entities and individuals from knowingly and willfully makingclaims to Medicare, Medicaid and other governmental programs and third-party payers that contain false or fraudulent information. The federal False ClaimsAct encourages private individuals to file suits on behalf of the government against healthcare providers such as us. As such suits are generally filed underseal with a court to allow the government adequate time to investigate and determine whether it will intervene in the action, the implicated healthcareproviders often are unaware of the suit until the government has made its determination and the seal is lifted. Violations or alleged violations of such laws,and any related lawsuits, could result in (i) exclusion from participation in Medicare, Medicaid and other federal healthcare programs, or (ii) significantfinancial or criminal sanctions, resulting in the possibility of substantial financial penalties for small billing errors that are replicated in a large number ofclaims, as each individual claim could be deemed a separate violation. In addition, many states also have enacted similar statutes, which may includecriminal penalties, substantial fines, and treble damages. Employees As of April 16, 2019, we employed 124 individuals, of which 105 were full-time employees. As of that date, none of our employees were governedby collective bargaining agreements or were members of a union. We consider our relations with our employees to be very good. 11 In the states in which our current outpatient clinics are located, persons performing designated medical or physical therapy services are required tobe licensed by the state. Based on standard employee screening systems in place, all persons currently employed by us who are required to be licensed arelicensed. We are not aware of any federal licensing requirements applicable to our employees. Medical and Scientific Advisory Board We intend to establish a Medical and Scientific Advisory Board under the direction of our Chief Scientific Officer comprised of physicians, otherhealthcare professionals, scientific researchers and university professors with experience in the areas of regenerative medicine. The Advisory Board isexpected to meet periodically with our Board of Directors and management to discuss matters relating to our orthopedic therapies, range of medicaltreatments and strategic direction. Members of the Advisory board will be reimbursed by us for out-of-pocket expenses incurred in serving on the AdvisoryBoard. We do not expect any Advisory Board members will have a conflict of interest between their obligation to us and their obligations to other companiesor organizations. Business Transactions In June 2018, we completed the following transactions with Clinic Management Associates, LLC (which merged into IMAC Management Services,LLC), IMAC of St. Louis, LLC and IMAC Regeneration Management of Nashville, LLC (the “June Transactions”). In August 2018, we completedtransactions with Advantage Therapy, LLC and BioFirma, LLC (the “August Transactions” and, with the June Transactions, the “Transactions”). Informationconcerning our recent transactions is set forth below. Integrated Medicine and Chiropractic Regeneration Center PSC. Our wholly-owned subsidiary, IMAC Management Services, LLC, holds a long-term Management Services Agreement with Integrated Medicine and Chiropractic Regeneration Center PSC, a professional service corporation controlled byour co-founders Matthew C. Wallis, DC and Jason Brame, DC, which operates two IMAC Regeneration Centers in Kentucky. The Management ServicesAgreement is exclusive, extends through June 2048 and will automatically renew annually each year thereafter unless written notice is given within 180 daysprior to the completion of the extended term. On June 29, 2018, Clinic Management Associates, LLC, controlled by Drs. Wallis and Brame, merged with andinto our subsidiary IMAC Management Services, LLC. IMAC Management Services, LLC provides exclusive comprehensive management and relatedadministrative services to the IMAC Regeneration Centers under the Management Services Agreement. Pursuant to the merger agreement with ClinicManagement Associates, LLC, we agreed to pay cash or issue shares of our common stock having a value of $4,598,576 to its former owners. In August 2018,Drs. Wallis and Brame agreed to accept shares of our common stock upon the closing of our initial public offering, which was completed in February 2019, inlieu of any further payments for remaining consideration to be paid under the merger agreement. Under the Management Services Agreement, we will receiveservice fees based on the cost of the services we provide, plus a specified markup percentage, and a discretionary annual bonus. IMAC of St. Louis, LLC. We entered into a Unit Purchase Agreement with the equity owners of IMAC of St. Louis, LLC to acquire the remaining64% of the outstanding units of the limited liability company membership interests we did not already own. This entity, doing business as the Ozzie SmithCenter, operates two locations in Missouri. Pursuant to the terms of the Unit Purchase Agreement, we agreed to pay IMAC of St. Louis, LLC’s former ownersupon the closing our initial public offering, which was completed in February 2019, $1,000,000 in cash and the remainder in shares of common stock foraggregate consideration of $1,490,632. The former owners of IMAC of St. Louis, LLC received shares of our common stock upon the closing of our initialpublic offering in lieu of any further payments for remaining consideration to be paid under the Unit Purchase Agreement. The effective date of thetransaction was June 1, 2018. IMAC Regeneration Management of Nashville, LLC. We entered into a Unit Purchase Agreement with the equity owners of IMAC RegenerationManagement of Nashville, LLC to acquire the remaining 24% of the outstanding units of the limited liability company membership interests we did notalready own for $110,000 payable in shares of our common stock upon the closing our initial public offering, which was completed in February 2019, and$190,000 principal amount of 4% convertible notes (on the same terms as in our 2018 private placement described below). The effective date of thistransaction was June 1, 2018. IMAC Regeneration Management of Nashville, LLC, now our 100%-owned subsidiary, and IMAC Regeneration Center ofNashville, P.C. previously agreed to a long-term, exclusive management services agreement on November 1, 2016. Integrated Medicine and Chiropractic Regeneration Center PSC, IMAC Management Services, LLC, IMAC of St. Louis, LLC and IMACRegeneration Management of Nashville, LLC are related companies having common ownership with us and our controlling stockholders and have beenoperating together with us as a single group since 2015. Advantage Hand Therapy and Orthopedic Rehabilitation, LLC. In August 2018, we purchased 100% of the outstanding units of Advantage HandTherapy and Orthopedic Rehabilitation, LLC, a physical and occupational therapy business with four clinics serving the Springfield, Missouri metropolitanarea. The purchase price was $22,930 in cash (which was paid at the closing of the Unit Purchase Agreement) and $870,000 payable in shares of our commonstock upon the closing our initial public offering, which was completed in February 2019. BioFirma, LLC. On August 20, 2018, we acquired a 70% ownership position in BioFirma, LLC for $1,000 in cash. The acquisition of this entity wasnot considered significant as measured under specific financial tests of the SEC. BioFirma was formed to produce and commercialize NeoCyte, an umbilicalcord-derived mononuclear cell product following the FDA’s current Good Clinical Practices (or cGCPs) regulations. We intend to focus on further researchand product development of NeoCyte and other regenerative medicine products, including obtaining approvals, certifications or designations from the FDA.A portion of the funds for BioFirma will be used for the employment of Ian A. White, Ph.D., Chief Scientific Officer, for a three-year period, as well as forequipment and manufacturing of the product. When it is market-ready, we intend to sell the NeoCyte product at our IMAC Regeneration Centers and othermedical clinics. 12 2018 Private Placement In the first six months of 2018, we received gross proceeds of $1,530,000 from a private placement of our 4% convertible promissory notes. The$1,530,000 and an additional $200,000 in existing equity and payments to investors (plus accrued interest) is convertible into 445,559 shares of ourcommon stock, pursuant to the terms of a Securities Purchase Agreement with 23 accredited investors. The principal amount of the promissory notes wasconvertible into shares of common stock automatically upon the closing our initial public offering, which was completed in February 2019. The conversionprice of the promissory notes was an amount reflecting a 20% discount to the initial public offering price of $5.00 per share. On June 1, 2018, we entered into a note payable to the Edward S. Bredniak Revocable Trust in the amount of up to $2,000,000. An existing notepayable with this entity with an outstanding balance of $379,675.60 was combined into the new note payable. The note carries an interest rate of 10% perannum and all outstanding balances are due and payable 13 months after the closing our initial public offering, which was completed in February 2019. Theproceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation for our initial public offering, equipmentand construction costs related to new clinic locations and potential business combination and transaction expenses. Initial Public Offering The registration statement for our initial public offering (File No. 333-227385) was declared effective on February 12, 2019. On February 15, 2019,we completed our initial public offering of 850,000 units, with each unit consisting one share of our common stock and two warrants each to purchase oneshare of our common stock, at a combined initial public offering price of $5.125 per unit. The exercise price of the warrants is $5.00 per warrant. The unitsimmediately and automatically separated upon issuance, and the common stock and warrants trade on The NASDAQ Capital Market under the ticker symbols“IMAC” and “IMACW,” respectively. We received aggregate gross proceeds of $4,356,250 from our initial public offering, before deducting underwriting discounts, commissions andother related expenses. Proceeds from the offering are being used for financing the costs of leasing, developing and acquiring new clinic locations, fundingresearch and new product development activities, and for working capital and general corporate purposes. In addition, upon the closing of our initial public offering, we issued unit purchase options to Dawson James Securities, Inc., as representative of theseveral underwriters, and its affiliates entitling them to purchase a number of our securities equal to 4% of the securities sold in the initial public offering. Theunit purchase options have an exercise price equal to 120% of the public offering price of the units (or $6.15 per share and two warrants) and may beexercised on a cashless basis. The unit purchase options are not redeemable by us. Corporate Information and Incorporation The first IMAC Regeneration Center was organized in August 2000 as a Kentucky professional service corporation. That center was the forerunner toour current business and remains our flagship location. Matthew C. Wallis, DC and Jason Brame, DC, together with Jeffrey S. Ervin, became the foundingmembers of IMAC Holdings, LLC, a Kentucky limited liability company organized in March 2015, to expand our management team to support our clinicalexpansion while meeting the requirements of state healthcare practice guidelines and ownership laws. The following chart reflects the corporate structure of our key operating units: 13 Percentages above refer to our ownership of subsidiaries’ limited liability company membership interests as of April 16, 2019. (1)As required by applicable state law, our medical clinics in Kentucky and Tennessee are held in professional service corporations owned entirely bylicensed medical practitioners because the clinics are engaged in the practice of medicine through physicians and nurse practitioners. We are able tomanage these medical clinics through limited liability companies that enter into management services agreements with the professional servicecorporations that own the clinics. Under these agreements, we provide exclusive comprehensive management and related administrative services to theprofessional service corporation and receive management fees. Due to this financial and operational control by contract, our financial statementsconsolidate the financial results of the professional service corporations. See “Business – Our Operations.” (2)Our medical clinics in Kentucky are held in Integrated Medicine and Chiropractic Regeneration Center PSC, a professional service corporation ownedby Matthew C. Wallis, DC and Jason Brame, DC. IMAC Management Services LLC, our 100%-owned subsidiary, and Integrated Medicine andChiropractic Regeneration Center PSC agreed to a long-term, exclusive management services agreement on June 28, 2018. See “Business – BusinessTransactions.” (3)We previously owned 36% of the outstanding limited liability company membership interests of IMAC of St. Louis, LLC, and acquired the remaining64% of the outstanding units on June 1, 2018. See “Business – Business Transactions.” (4)We acquired 100% of the outstanding units of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC in August 2018. See “Business – BusinessTransactions.” (5)We previously owned 76% of the outstanding limited liability company membership interests of IMAC Regeneration Management of Nashville, LLC,and acquired the remaining 24% of the outstanding units on June 1, 2018. Our medical clinics in Tennessee are held in IMAC Regeneration Center ofNashville, P.C., a professional service corporation headed by David Smithson, M.D., the centers’ medical director. IMAC Regeneration Management ofNashville, LLC, now our 100%-owned subsidiary, and IMAC Regeneration Center of Nashville, P.C. agreed to a long-term, exclusive managementservices agreement on November 1, 2016. See “Business – Business Transactions.” (6)We acquired a 70% ownership position in BioFirma, LLC on August 20, 2018. BioFirma was formed to produce and commercialize NeoCyte, anumbilical cord-derived mononuclear cell product following the FDA’s cGCPs regulations. We are investing in BioFirma to support further research andproduct development of NeoCyte and other regenerative medicine products. See “Business – Business Transactions.” Our consolidated financial statements include the accounts of IMAC Holdings, Inc. and the following entities which are consolidated due to directownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of the entity: IMAC ManagementServices, LLC and IMAC Regeneration Management of Nashville, LLC; the following entity which is consolidated with IMAC Regeneration Management ofNashville, LLC due to control by contract: IMAC Regeneration Center of Nashville, PC; and the following entities which were held as a minority interestprior to June 1, 2018: IMAC of St. Louis, LLC and due to control by contract, as of June 29, 2018, Integrated Medicine and Chiropractic Regeneration CenterPSC. Additionally, our consolidated financial statements include the financial results of our acquisition of all of the outstanding units of Advantage Therapyand Orthopedic Rehabilitation LLC and 70% of the outstanding units of BioFirma, LLC as of August 2018. Effective June 1, 2018, IMAC Holdings converted into a Delaware corporation and we changed our name to IMAC Holdings, Inc., which is referredto herein as the Corporate Conversion. In conjunction with the conversion, all of our outstanding membership interests were exchanged on a proportionalbasis into shares of common stock. As a result of the Corporate Conversion, we are now a federal corporate taxpayer as opposed to a pass-through entity fortax purposes. Our principal executive offices are located at 1605 Westgate Circle, Brentwood, Tennessee 37027 and our telephone number is (844) 266-IMAC(4622). We maintain a corporate website at http://www.imacregeneration.com. Available Information We file electronically with the Securities and Exchange Commission (the “SEC”), our annual reports on Form 10-K, quarterly reports on Form 10-Q, andcurrent reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”). The public may read and copy anymaterials filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street, NW, Washington, D.C. 20549. The public may obtain information onthe operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (www.sec.gov), which containsreports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports areavailable free of charge on our website at https://imacregeneration.com as soon as reasonably practicable after such material is electronically filed with, orfurnished to, the SEC. Such reports will remain available on our website for at least 12 months and are also available free of charge by written request or bycontacting the Company at 844-266-4622. The contents of our website or any other website are not incorporated by reference into this Annual Report on Form 10-K. 14 ITEM 1A.RISK FACTORSIn addition to the information set forth at the beginning of this Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements,” youshould consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actuallyoccur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our securitiescould decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could alsobe affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Risks Relating to Our Company Business and Industry We recorded a net loss for the twelve months ended December 31, 2018 and December 31, 2017 and there can be no assurance that our future operationswill result in net income. For the twelve months ended December 31, 2018, and December 31, 2017, we had net revenue of $6,701,072 and $786,025, respectively, and wehad net loss of $3,053,743 and $57,181, respectively. At December 31, 2018, we had stockholders’ equity of approximately $(3,932,160) and anaccumulated deficit of approximately $(3,544,820). There can be no assurance that our future operations will result in net income. Our failure to increase ourrevenues or improve our gross margins will harm our business. We may not be able to sustain or increase profitability on a quarterly or annual basis in thefuture. If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, ouroperating results will suffer. The fee we charge for our management services may decrease, which would reduce our revenues and harm our business. If we areunable to sell our services at acceptable prices relative to our costs, or if we fail to develop and introduce new services on a timely basis and services fromwhich we can derive additional revenues, our financial results will suffer. We are in an early stage of development and have a limited operating history upon which to base an estimate of our future performance. Our current business was formally organized in March 2015 and we currently have open 11 outpatient clinics. Accordingly, we have a limitedoperating history on which to base an estimate of our future performance. Because we lack a long operating history, you do not have either the type oramount of information that would be available to a purchaser of securities of a company with a more substantial operating history. Our growth and expansionstrategy is in the early stages of implementation and there can be no assurance that we will be able to implement our strategy or that we will be commerciallysuccessful. Our ability to continue as a growing concern is contingent upon our ability to: ●raise sufficient capital through debt and equity raises; ●hire and retain a number of highly skilled employees, including medical and chiropractic doctors, physical therapists and other practitioners; ●lease and develop acceptable premises for our IMAC Regeneration Centers; ●build a consistent patient base within the areas of our medical clinics; ●secure and maintain arrangements with third-party payers, sports celebrity endorsers and other service providers, all on terms favorable or acceptableto our company; ●implement the other numerous necessary portions of our growth and expansion strategy; and ●attain profitable operations. There can be no assurance that we will be able to accomplish any of the above objectives.Further, because of our small size and limited operating history, our company is particularly susceptible to adverse effects from changes in the law,economic conditions, consumer tastes, competition and other contingencies or events beyond our control. It may be more difficult for us to prepare for andrespond to these types of risks than it would be for a company with an established business and operating cash flow. Due to changing circumstances or aninability to implement any portion of our growth and expansion strategy, we may be forced to change dramatically our planned operations. We may fail completely to implement key elements of our growth and expansion strategy, which could adversely affect our operations and financialperformance. If we cannot implement one or more key elements of our growth and expansion strategy, including raising sufficient capital, hiring and retainingqualified staff, leasing and developing acceptable premises for our medical clinics, securing necessary service contracts on favorable or adequate terms,generating sufficient revenue and achieving numerous other objectives, our projected financial performance may be materially adversely affected. Even if allof the key elements of our growth and expansion strategy are successfully implemented, we may not achieve the favorable results, operations and financialperformance that we anticipate. 15 The development and operation of our medical clinics will require additional capital, and we may not be able to obtain additional capital on favorable oreven acceptable terms. We may also have to incur additional debt, which may adversely affect our liquidity and operating performance. Our ability to successfully grow our business and implement our growth and expansion strategy depends in large part on the availability of adequatecapital to finance operations. We can give no assurance that we will continue to have sufficient capital to support the continued operations of our company.Changes in our growth and expansion strategy, lower than anticipated revenue for the medical clinics, unanticipated and/or uncontrollable events in thecredit or equity markets, changes to our liquidity, increased expenses, and other events may cause us to seek additional debt or equity financing. Financingmay not be available on favorable or acceptable terms, or at all, and our failure to raise capital could adversely affect our operations and financial condition. Additional equity financing may result in a dilution of the pro rata ownership stake of our stockholders. Further, we may be required to offersubsequent investors investment terms, such as preferred distributions and voting rights, that are superior to the rights of existing stockholders, which couldhave an adverse effect on the value of the investment of our existing stockholders. Additional debt financing, if available, may involve significant cash payment obligations, covenants and financial ratios that restrict our ability tooperate and grow our business, and would cause us to incur additional interest expense and financing costs. As a consequence, our operating performancemay be materially adversely affected. We have a holding company ownership structure and will depend on distributions from our operating subsidiaries to meet our obligations. Contractual orlegal restrictions applicable to our subsidiaries or controlled companies could limit payments or distributions from them. We are a holding company and derive all of our operating income from, and hold substantially all of our assets through, our subsidiaries. The effectof this structure is that we will depend on the earnings of our subsidiaries, and the payment or other distributions to us of these earnings, to meet ourobligations. Provisions of law, like those requiring that dividends be paid only out of surplus, and provisions of any future indebtedness, may limit theability of our subsidiaries to make payments or other distributions to us. Our subsidiaries also control and manage the non-professional aspects of certainother professional service corporations under management services agreements, which could (although they do not currently) contain contractual restrictionson a professional service corporation’s ability to pay service fees to us. The assets of these professional service corporations are not included in ourconsolidated balance sheets. Additionally, in the event of the liquidation, dissolution or winding up of any of our subsidiaries, creditors of that subsidiary(including trade creditors) will generally be entitled to payment from the assets of that subsidiary before those assets can be distributed to us. We will incur substantial start-up expenses and do not expect to make a profit at any medical clinic until at least six months after opening each medicalclinic. We will incur substantial expenses to implement our growth and expansion strategy, including costs for leasing and developing the premises foreach medical clinic, purchasing medical and office equipment, purchasing medical supplies and inventory, marketing and advertising, recruiting and hiringstaff, and other expenses. We estimate that it will take at least $700,000 to open each clinic, with an additional $300,000 of operating capital and $200,000credit line needed to purchase equipment and fund operating losses during the first six months of operation. These start-up costs may increase if there are anydelays, problems or other events not currently anticipated. Although we expect each medical clinic to become profitable approximately six months afteropening based on our experience with opening the Ozzie Smith Centers in Chesterfield, Missouri in May 2016 and in St. Peters, Missouri in August 2017,and the IMAC Regeneration Center in Murray, Kentucky in February 2017, no guarantee can be made that any of the clinics or our company overall willoperate profitably. The David Price Center in Brentwood, Tennessee, which opened in May 2017, initially experienced unforeseen delays in staffing,construction and marketing launch. If we do not reach profitability and recover our start-up expenses and other accumulated operating losses, stockholderswill likely suffer a significant decline in the value of their investment. We may be unable to obtain financing on acceptable terms, or at all, which could materially adversely affect our operations and ability to successfullyimplement our growth and expansion strategy. Our growth and expansion strategy relies on obtaining sufficient financing, including one or more equipment lines to purchase medical and officeequipment and one or more lines of credit for operating and related expenses. We may not be able to obtain financing on acceptable terms or in the amountanticipated by our growth and expansion strategy. If unable to secure the amount of financing anticipated by our growth and expansion strategy, we may beunable to implement one or more portions of our growth and expansion strategy. If we accept less favorable terms for our financing than anticipated, we mayincur additional expenses and restrictions on operations and may be less liquid and less profitable than expected. Should either of these events occur, wecould suffer material adverse effects to our ability to implement our growth and expansion strategy and operate successfully. The net proceeds from the recently completed initial public offering of our common stock were approximately $3,797,916, after deductingunderwriting discount and commissions and estimated offering expenses payable by us. We expect the net proceeds from the recently completed initialpublic offering of our common stock and our existing cash, cash equivalents and marketable securities will be sufficient to fund our current operationsthrough at least the next 12 months. This period could be shortened if there are any significant increases in planned spending on development programs ormore rapid progress of development programs than anticipated. We expect that we will need to raise additional funds in the future. 16 We may seek additional funding through a combination of equity offerings, debt financing, government or third-party funding, commercialization,marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional funding may not be available tous on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or rights of the stockholders. Any new equitysecurities we issue could have rights, preferences, and privileges superior to those of holders of our existing capital stock. In addition, the issuance ofadditional shares by us, or the possibility of such issuance, may cause the market price of our shares to decline. Any debt financing secured by us in the futurecould involve restrictive covenants relating to our capital-raising activities and other financial and operational matter, which may make it more difficult forus to obtain additional capital and the pursue business opportunities. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our efforts, our ability to support ourbusiness growth and to respond to business challenges could be significantly limited, and we could be forced to halt operations. Accordingly, our businessmay fail, in which case you would lose the entire amount of your investment in our common stock. Our independent registered public accounting firm has indicated that our financial condition raises substantial doubt as to our ability to continue as agoing concern. Our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization ofassets and the satisfaction of liabilities in the normal course of business. However, our independent registered public accounting firm has included in its auditopinion for the year ended December 31, 2018 a statement that there is substantial doubt as to our ability to continue as a going concern as a result of lossesand financial condition on December 31, 2018, unless we are able to obtain additional financing, enter into strategic alliances or sell assets. The reaction ofinvestors to the inclusion of a going concern statement by our auditors, our current lack of cash resources and our potential inability to continue as a goingconcern may adversely affect our share price and our ability to raise new capital or enter into strategic alliances. If we become unable to obtain additionalcapital and to continue as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could besignificantly lower than the values reflected in our financial statements. We plan to incur indebtedness to implement our growth and expansion strategy and, as a consequence, may be unprofitable and unsuccessful in achievingour financial and operating goals. We plan to finance some of our start-up and operating costs through debt leveraging, including one or more equipment lines and one or more linesof credit. This debt could adversely affect our financial performance and ability to: ●implement our growth and expansion strategy; ●recoup start-up costs; ●operate profitably; ●maintain acceptable levels of liquidity; ●obtain additional financing in the future for working capital, capital expenditures, development and other general business purposes; ●obtain additional financing on favorable terms; and ●compete effectively or operate successfully under adverse economic conditions. We will manage, but will not own, certain of the medical clinics or employ the medical service providers who will treat patients at the clinics. Several of our medical clinics will be owned exclusively by a professional service corporation in order to comply with state laws regulating theownership of medical practices. We will, in turn, through a contractual arrangement, provide long-term, exclusive management services to those professionalservice corporations and their medical professionals. All employees who provide direct medical services to patients will be employed by the professionalservice corporation. These management services agreements protect us from certain liability and provide a structured engagement to deliver non-medical,comprehensive management and administrative services to help the medical professionals operate the business. The management services agreementsauthorize us to act on behalf of the professional service corporation, but do not authorize the professional service corporations to act on our behalf or enterinto contracts with third parties on our behalf. We will employ the non-medical provider staff for the clinics and provide comprehensive management andadministrative services to help the professional service corporation operate the clinics. We may also loan money to the professional service corporation forcertain payroll and development costs, although we have no obligation to do so. This arrangement makes our financial and operational success highlydependent on the professional service corporation. Under our management service agreements, we provide exclusive comprehensive management and relatedadministrative services to the professional service corporation and receive management fees. Due to this financial and operational control by contract, ourfinancial statements consolidate the financial results of the professional service corporations. However, we will have little, if any, tangible assets as to thoseoperations. These characteristics increase the risk associated with an investment in our company. Our management services agreements may be terminated. The management services agreements we have with several of our clinics may be terminated by mutual agreement of us and the applicable clinic, bya non-breaching party after 30 days following an uncured breach by the other party, upon a bankruptcy of either party or by us upon 90 days’ prior writtennotice to the clinic. The termination of a management services agreement would result in the termination of payment of management fees from the applicableclinic, which could have an adverse effect on our operating results and financial condition. 17 We do not control the delivery of medical care at any of our facilities. We have no direct control over the medical care in any of our facilities. State medical boards govern the licensing and delivery of medical carewithin a state. For this reason, the medical practitioners are solely responsible for making medical decisions with their abilities and experience. We run therisk of being associated with a medical practitioner that performs poorly or does not comply with medical board legislation. When we are responsible for therecruitment or staffing of medical professionals, we may hire a professional that delivers care outside of medical protocols. Our inability to exercise controlover the medical care and managed centers increases the risks associated with an investment in our company. State medical boards may amend licensing requirements for medical service providers, service delivery oversight for midlevel practitioners, and ownershipor location requirements for the delivery of medical treatments. We have no direct control over the medical care in any of our facilities. State medical boards govern the licensing and delivery of medical carewithin a state. Each state medical board controls the level of licensing required for each medical practitioner and the requirements to obtain such a license todeliver medical care. Furthermore, the state medical board typically determines the required practitioner oversight for medical practitioners based on theirlicense achieved, earned degrees and continuing education. The current requirements for these practitioners may change in the future and we run the risk ofadditional expenses necessary to meet the state medical board requirements. The state medical board may also determine the location in which services aredelivered. We risk the loss of revenue or retrofitting expense if the state medical board amends location requirements for the delivery of certain treatments.Similarly, state medical boards may amend ownership or management requirements for the operation of medical clinics within their respective state. Theboard may also investigate or dispute the legal establishment of owned or managed medical clinics. We risk a material loss of ownership of or managementcontrol and subsequent fee from medical clinics that are in our possession or control. Adverse medical outcomes are possible with conservative and minimally invasive treatments. Medical practitioners performing services at our IMAC facilities run the risk of delivering treatments for which the patient may experience a pooroutcome. This is possible with non-invasive and minimally invasive services alike, including the use of autologous treatments in which a patient’s own cellsare used to regenerate damaged tissues. At our IMAC Regeneration Centers, a minimally invasive treatment involves puncturing the skin with a needle or aminor incision which could lead to infection, bleeding, pain, nausea, or other similar results. Non-invasive and conservative physical medicine treatmentsmay possibly cause soft tissue tears, contusions, heart conditions, stroke, and other physically straining conditions. The treatments or potential clinicalresearch studies may yield further patient risks. An adverse outcome may include but not be limited to a loss of feeling, chronic pain, long-term disability, ordeath. We have obtained medical malpractice coverage in the event an adverse outcome occurs. However, the insurance limits may be exceeded or liabilityoutside of the coverage may adversely impact the financial performance of the business, including any potential negative media coverage on patient volume. Potential conflicts of interest exist with respect to the management services agreement that we have entered into concerning our clinics in Kentucky, and itis possible our interests and the affiliated owners of those clinics may diverge. Our medical clinics in Kentucky are held by a professional service corporation that is owned by Matthew C. Wallis, DC, our Chief Operating Officer,a director and co-founder of our company, and Jason Brame, DC, a co-founding member of our company, in order to comply with the state’s laws regulatingthe ownership of medical practices. The professional service corporation directs the provision of medical services to patients and employs the physicians andregistered nurses at the clinics, we do not. Rather, pursuant to the terms of a long-term, exclusive management services agreement, we employ the non-medical provider staff for the clinics and provide comprehensive management and administrative services to help the professional service corporation operatethe clinics. We believe that the service fees and other terms of our management services agreement are standard in the outpatient healthcare practice area.Nonetheless, the management services agreement presents the possibility of a conflict of interest in the event that issues arise with regard to the respectivemedical and non-medical services being provided at the clinics, including quality of care issues of which we become aware and billing and collection mattersthat we handle on behalf of the physician practices, where our interests may diverge from those of Drs. Wallis and Brame acting on behalf of the professionalservice corporation. No such issues, however, have occurred during this arrangement. The management services agreement provides that we will have the right to control the daily operations of the medical clinics subject, in the case ofpracticing medicine, to the direction of Drs. Wallis and Brame acting on behalf of the professional service corporation. Our interests with respect to suchdirection may be at odds with those of Drs. Wallis and Brame, requiring them to recuse themselves from our decisions relating to such matters, or even fromfurther involvement with our company. We comply with applicable state law with respect to transactions (including business opportunities and management services agreements) involvingpotential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entitieswith which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors,approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is tohave any related party transactions (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of thedisinterested independent directors serving on the Board of Directors. Drs. Wallis and Brame are significant holders of our outstanding shares of common stock and we anticipate they will continue to own a significantpercentage of our outstanding shares. Dr. Wallis founded our original IMAC medical clinic in Paducah, Kentucky in August 2000 and, with Jeffrey S. Ervin,our Chief Executive Officer, founded our current company in March 2015. Dr. Wallis, working with Mr. Ervin, will be substantially responsible for selectingthe business direction we take, the medical clinics we open in the future and the services we may provide. The management services agreement may presentDrs. Wallis and Brame with conflicts of interest. 18 The loss of the services of Jeffrey S. Ervin or Matthew C. Wallis, DC for any reason would materially and adversely affect our business operations andprospects. Our financial success is dependent to a significant degree upon the efforts of Jeffrey S. Ervin, our Chief Executive Officer, and Matthew C. Wallis,DC, our Chief Operating Officer. Mr. Ervin, who has unique knowledge regarding the roll-out of our IMAC Regeneration Centers, and Dr. Wallis, who hasextensive business contacts, would be extremely difficult to replace. We have entered into employment arrangements with Mr. Ervin and Dr. Wallis, howeverthere can be no assurance that Mr. Ervin or Dr. Wallis will continue to provide services to us. A voluntary or involuntary departure by either executive couldhave a materially adverse effect on our business operations if we were not able to attract a qualified replacement for him in a timely manner. We do not have akey-man life insurance policy for our benefit on the life of either Mr. Ervin or Dr. Wallis. We may fail to obtain the business licenses and any other licenses necessary to operate our medical clinics, or the necessary engineering, building,occupancy and other permits to develop the premises for the clinics, which would materially adversely affect our growth and expansion strategy. If we cannot obtain approval for business licenses or any other licenses necessary to operate our medical clinics, it could materially adversely affectour growth and expansion strategy and could result in a failure to implement our growth and expansion strategy. Failure to obtain the necessary engineering,building, occupancy and other permits from applicable governmental authorities to develop the premises for our medical clinics could also materiallyadversely affect our growth and expansion strategy and could result in a failure to implement our growth and expansion strategy. We may face strong competition from other providers in our primary service areas, and increased competition from new competitors, which may hinder ourability to obtain and retain customers. We will be in competition with other more established companies using a variety of treatments for the conditions and ailments that our services areintended to treat, including orthopedic surgeons, pain management clinics, hospital systems and outpatient surgery centers providing joint reconstructionand related surgeries. These companies may be better capitalized and have more established name recognition than us. We may face additional competitionin the future if other providers enter our primary service areas. Competition from existing providers and providers that may begin competing with us in thefuture could materially adversely affect our operations and financial performance. Further, the services provided by our company are relatively new and unique. We cannot be certain that our services will achieve or sustain marketacceptance, or that a sufficient volume of patients in the Kentucky, Missouri and Tennessee areas will utilize our services. We will be in competition withalternative treatment methods, including those presently existing and those that may develop in the future. As such, our growth and expansion strategycarries many unknown factors that subject us and our investors to a high degree of uncertainty and risk. We are competing in a dynamic market with risk of technological change. The market for medical, physical therapy and chiropractic services is characterized by frequent technological developments and innovations, newproduct and service introductions, and evolving industry standards. The dynamic character of these products and services will require us to effectively useleading and new technologies, develop our expertise and reputation, enhance our current service offerings and continue to improve the effectiveness,feasibility and consistency of our services. There can be no assurance that we will be successful in responding quickly, cost-effectively and sufficiently tothese and other such developments. Our success will depend largely upon general economic conditions and consumer acceptance in our primary service areas. Our current primary service areas are located in certain geographical areas in the states of Kentucky, Missouri and Tennessee. Our operations andprofitability could be adversely affected by a local economic downturn, changes in local consumer acceptance of our approach to healthcare, anddiscretionary spending power, and other unforeseen or unexpected changes within those areas. A decline in general economic conditions may adversely affect consumer behavior and spending, including the affordability of elective medicalprocedures, and as a result may adversely affect our revenue and operating results. The country may experience an economic downturn or decline in general economic conditions. We are unable to predict the timing and severity ofthe next economic downturn. Any decline in general economic conditions may cause a decrease in consumer and commercial spending, especially spendingon elective medical procedures, which could negatively impact our revenue and operating results. 19 We are required to comply with numerous government laws and regulations, which could change, increasing costs and adversely affecting our financialperformance and operations. Medical and chiropractic service providers are subject to extensive federal, state and local regulation, including but not limited to regulation by theU.S. Food and Drug Administration, Centers for Medicare & Medicaid Services, and other government entities. We are subject to regulation by these entitiesas well as a variety of other laws and regulations. Compliance with such laws and regulations could require substantial capital expenditures. Such regulationsmay be changed from time to time, or new regulations adopted, which could result in additional or unexpected costs of compliance. Changes to national health insurance policy and third-party insurance carrier fee schedules for traditional medical treatments could decrease patientrevenue and adversely affect our financial performance and operations. Political, economic and regulatory influences are subjecting medical and chiropractic service providers, health insurance providers and otherparticipants in the healthcare industry in the United States to potential fundamental changes. Potential changes to nationwide health insurance policy arecurrently being debated. We cannot predict what impact the adoption of any federal or state healthcare reform or private sector insurance reform may have onour business. We receive payment for the services we render to patients from their private health insurance providers and from Medicare and Medicaid. If third-party payers change the expected fee schedule (the amount paid by such payers for services rendered by us), we could experience a loss of revenue, whichcould adversely affect financial performance. At the present time, most private health insurance providers do not cover the regenerative medical treatments provided at our medical clinics.However, traditional physical medical treatments provided at our medical clinics, such as physical therapy, chiropractic services and medical evaluations, arecovered by most health insurance providers. Medicare and Medicaid take the same position as private insurers and reimburse patients for traditional physicalmedical treatments but not for regenerative medical treatments. If private health insurance providers and Medicare and Medicaid were to begin coveringregenerative medical treatments, the revenue we would receive on a per-treatment basis would likely decline given their tighter fee schedules. Further, such achange might result in increased competition as additional healthcare providers begin offering our customized services. We could be adversely affected by changes relating to the IMAC Regeneration Center brand name. We are a holding company in which our medical clinics are formed in separate subsidiaries. Our subsidiaries are currently operating in Kentucky,Missouri and Tennessee. As a consequence of this entity structure, any adverse change to the brand, reputation, financial performance or other aspects of theIMAC Regeneration Center brand at any one location could adversely affect the operations and financial performance of the entire company. We will depend heavily on the efforts of our key personnel, as well as sports celebrity endorsers. Our success depends, to a significant extent, upon the efforts and abilities of our officers and key employees, including medical and chiropracticdoctors and other practitioners, and our sports celebrity endorsers. Loss or abatement of the services of any of these persons, or any adverse change to thesports celebrity endorsers, could have a material adverse effect on us and our business, operations and financial performance. Our success also will depend on our ability to identify, attract, hire, train and motivate highly skilled managerial personnel, medical doctors,chiropractors, licensed physical therapists, and other practitioners. Failure to attract and retain key personnel could have a material adverse effect on ourbusiness, prospects, financial condition and results of operation. Further, the quality, philosophy and performance of key personnel could adversely affect ouroperations and performance. We may incur losses that are not covered by insurance. We maintain insurance policies against professional liability, general commercial liability and other potential losses of our company. All of theregenerative, medical, physical therapy and chiropractic treatments performed at our clinics are covered by our malpractice insurance; however, there is anupper limit to the payout allowable in the event of our malpractice. Poor patient outcomes for healthcare providers may result in legal actions and/orsettlements outside of the scope of our malpractice insurance coverage. Regenerative medicine represents approximately 5% of our patient visits and 31% ofour revenue. Future innovations in regenerative medicine may require review or approval of such innovations by governmental regulators. During formalresearch studies performed in collaboration with regulators, we may be required to obtain new insurance policies and there is no assurance that insurancepolicy underwriters will provide coverage for such research initiatives. If an uninsured loss or a loss in excess of insured limits occurs, our financialperformance and operation could suffer material adverse effects. We are susceptible to risks relating to investigation or audit by the Centers for Medicare & Medicaid Services (“CMS”), health insurance providers andthe IRS. We may be audited by CMS or any health insurance provider that pays us for services provided to patients. Any such audit may result in reclaimedpayments, which would decrease our revenue and adversely affect our financial performance. Our federal tax returns may be audited by the IRS and our statetax returns may be audited by applicable state government authorities. Any such audit may result in the challenge and disallowance of some of ourdeductions or an increase in our taxable income. No assurance can be made with regard to the deductibility of certain tax items or the position taken by us onour tax returns. Further, an audit or any litigation resulting from an audit could unexpectedly increase our expenses and adversely affect financialperformance and operations. 20 The Food and Drug Administration is actively pursuing bad actors in the regenerative medicine therapy industry, and we could be included in any broadinvestigation. The U.S. Food and Drug Administration is actively pursuing bad actors in the regenerative medicine therapy industry. Since we provide regenerativemedicine treatments, we may be subject to broad investigations from the FDA or state medical boards regarding the marketing and medical delivery of ourtreatments. In November 2017, we engaged a medical consulting group to advise us on current protocols in this area and to organize a clinical trial towardsan investigational new drug application with the FDA, while pursuing a voluntary regenerative medicine advanced therapy (RMAT) designation underSection 3033 of the 21st Century Cures Act. We have not initiated conversations with the FDA and no assurance can be given that we are able to engage withthe FDA or that the FDA will approve us for RMAT designation. We are very early in our product development efforts with respect to the NeoCyte stem cell regenerative product. If we are unable to advance this or otherregenerative medicine products to obtain regulatory approval and ultimately commercialize these products, or experience significant delays in doing so,our business will be harmed. In August 2018, we acquired a 70% ownership position in BioFirma, LLC. BioFirma was formed to produce and commercialize NeoCyte, anumbilical cord-derived mononuclear cell product. NeoCyte is in development and is expected to be produced within an FDA-registered cGMP laboratory.Once fully developed, we intend to provide NeoCyte to IMAC Regeneration Centers and other physicians’ clinics in the United States. NeoCyte has beenevaluated by an independent third-party laboratory to determine high quality and biological characteristics. BioFirma has applied for a trademark on theproduct name NeoCyte. BioFirma has determined not to pursue a patent on this product at its current stage of development, nor considers the success of itsfuture product development to be dependent upon obtaining a patent. The FDA has not approved any stem cell-based products for use, other than cord blood-derived hematopoietic progenitor cells for certainindications. NeoCyte is defined as an HCT/P (human cells, tissues, and cellular and tissue-based product), which is intended for implantation, transplantation,infusion, or transfer into a human recipient. Examples of HCT/Ps include, but are not limited to, bone, ligament, skin, dura mater, heart valve, cornea,hematopoietic stem/progenitor cells derived from peripheral and cord blood, manipulated autologous chondrocytes, epithelial cells on a synthetic matrix,and semen or other reproductive tissue. Under current law, certain types of minimally manipulated HCT/Ps do not require premarket approval or theregistration, manufacturing, and reporting steps that must be taken to prevent the introduction, transmission, and spread of communicable disease. Webelieve NeoCyte to be a minimally manipulated HCT/P under current regulations. We intend to fund research and applications of NeoCyte and other regenerative medicine products. Our ability to generate product revenue, whichwe do not expect to occur, if at all, for the foreseeable future, will depend heavily on the successful research and application of our regenerative medicineproducts, which may never occur. We currently generate no revenue from the sale of any product and we may never be able to sell NeoCyte or other productsat a profit. Even if BioFirma obtains regulatory approval for product candidates, the products may not gain market acceptance among physicians, patients, andothers in the medical community. The use of lab-engineered regenerative cellular products for healthcare may not become broadly accepted by physicians, patients and others in themedical community. Various factors will influence whether BioFirma product candidates are accepted in the market, including: ●the clinical indications for which the product candidates are licensed; ●physicians and patients considering the product candidates as a safe and effective treatment; ●the potential and perceived advantages of the product candidates over alternative treatments; ●the prevalence and severity of any side effects; ●product labeling or product insert requirements of the FDA or other regulatory authorities; ●limitations or warnings contained in the labeling approved by the FDA; ●the timing of market introduction of the product candidates as well as competitive products; ●the cost of treatment in relation to alternative treatments; ●the availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities; ●the willingness of patients to pay out-of-pocket in the absence of coverage by third-party payors and government authorities; ●relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and ●the effectiveness of BioFirma’s sales and marketing efforts. Although BioFirma is not utilizing embryonic stem cells, adverse publicity due to the ethical and social controversies surrounding the therapeuticuse of such technologies, and reported side effects from any clinical trials using these technologies or the failure of such clinical trials to demonstrate thatthese therapies are safe and effective may limit market acceptance of our product candidates. If the product candidates are licensed but fail to achieve marketacceptance among physicians and patients, BioFirma will not be able to generate significant revenue. 21 Further, while BioFirma product candidates differ in certain ways from other engineered stem cell products, serious adverse events or deaths in otherclinical trials involving engineered stem cells, even if not attributable to BioFirma product or product candidates, could result in increased governmentregulation, unfavorable public perception and publicity, potential regulatory delays in the testing or licensing of BioFirma product candidates, stricterlabeling requirements for those product candidates that are licensed, and a decrease in demand for any such product candidates. Even if the products achieve market acceptance, BioFirma may not be able to maintain that market acceptance over time if new products ortechnologies are introduced that are more favorably received than BioFirma products, are more cost effective or render BioFirma products obsolete. Any significant disruption in our computer systems or those of third parties that we utilize in our operations could result in a loss or degradation of serviceand could adversely impact our business. Our reputation and ability to attract, retain and serve our patients and users is dependent upon the reliable performance of our computer systems andthose of third parties that we utilize in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions,other natural disasters, terrorist attacks, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts toharm these systems. Interruptions in these systems, or to the internet in general, could make our service unavailable or impair our ability to deliver content toour customers. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overallattractiveness of our services to existing and potential patients. Our servers and those of third parties we use in our operations are vulnerable to computer viruses, physical or electronic break-ins and similardisruptions and periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse ortheft of data. Any attempt by hackers to disrupt our service or otherwise access our systems, if successful, could harm our business, be expensive to remedyand damage our reputation. We have implemented certain systems and processes to thwart hackers and, to date, hackers have not had a material impact on ourservice or systems. However, this is no assurance that hackers may not be successful in the future. Efforts to prevent hackers from disrupting our service orotherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering andsystems. Any significant disruption to our service or access to our systems could result in a loss of patients and adversely affect our business and results ofoperation. We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party data center. In addition,we utilize third-party internet-based or “cloud” computing services in connection with our business operations. We also utilize third-party content deliverynetworks to help us stream content to our patients and other parties over the internet. Problems faced by us or our service providers, including technologicalor business-related disruptions, could adversely impact the experience of our audiences and users. Our reputation and relationships with patients would be harmed if our patients’ data, particularly personally identifying data, were to be subject to acyber-attack or otherwise accessed by unauthorized persons. We maintain personal data regarding our patients, including their names and other information. With respect to personally identifying data, we relyon licensed encryption and authentication technology to secure such information. We also take measures to protect against unauthorized intrusion into ourpatients’ data. Despite these measures, we could experience, though we have not to date experienced, a cyber-attack or other unauthorized intrusion into ourpatients’ data. Our security measures could also be breached due to employee error, malfeasance, system errors or vulnerabilities, or otherwise. In the eventour security measures are breached, or if our services are subject to attacks that impair or deny the ability of patients to access our services, current andpotential patients may become unwilling to provide us the information necessary for them to become users of our services or may curtail or stop using ourservices. In addition, we could face legal claims for such a breach. The costs relating to any data breach could be material and exceed the limits of theinsurance we maintain against the risks of a data breach. For these reasons, should an unauthorized intrusion into our patients’ data occur, our business couldbe adversely affected. Changes to operating rules could increase our operating expenses and adversely affect our business and results of operations. Our business is subject to reporting requirements that continue to evolve and change, which could continue to require significant compliance effort andresources. We are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors andthe oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board (PCAOB), theSEC and The NASDAQ Capital Market, periodically issue new requirements and regulations and legislative bodies also review and revise applicable laws. Asinterpretation and implementation of these laws and rules and promulgation of new regulations continues, we will continue to be required to commitsignificant financial and managerial resources and incur additional expenses to address such laws, rules and regulations, which could in turn reduce ourfinancial flexibility and create distractions for management. Any of these events, in combination or individually, could disrupt our business and adverselyaffect our business, financial condition, results of operations and cash flows. 22 Changes in accounting principles or guidance, or in their interpretations, could result in unfavorable accounting charges or effects, including changes toour previously filed consolidated financial statements, which could cause our stock price to decline. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. Achange in these principles or guidance, or in their interpretations, may have a significant negative effect on our reported results and retrospectively affectpreviously reported results, which, in turn, could cause our stock price to decline. We will continue to incur expenses as a result of being a public company and our management expects to devote substantial time to public companycompliance programs. As a public reporting company, we will continue to incur significant legal, insurance, accounting and other expenses that we did not incur as aprivate company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, stock exchange listing requirements and otherapplicable securities rules and regulations impose various requirements on public companies. Our management and administrative staff will need to devote asubstantial amount of time to compliance with these requirements. For example, we will need to adopt and monitor internal controls and disclosure controlsand procedures and bear all of the internal and external costs of preparing periodic and current public reports in compliance with our obligations under thesecurities laws. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased generaland administrative expenses and may divert management’s time and attention away from product development activities. If for any reason our efforts tocomply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiatelegal proceedings against us and our business may be harmed. We maintain directors’ and officers’ liability insurance coverage, which increases our insurance cost. In the future, it may be more expensive for us toobtain directors’ and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors,particularly to serve on our audit committee and compensation committee. In addition, in order to comply with the requirements of being a public company, we may need to undertake various actions, includingimplementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintaineffective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controlsand other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed,summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our principal executive and financial officers. Anyfailure to develop or maintain effective controls could adversely affect the results of our periodic management evaluations. In the event that we are not ableto demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable toproduce timely or accurate consolidated financial statements, investors may lose confidence in our operating results and the price of our common stock coulddecline. In addition, if we are unable to continue to meet these requirements, we could be subject to sanctions or investigations by the stock exchange wherewe are listed, the SEC or other regulatory authorities, and we may not be able to remain listed on a national securities exchange. We are required to comply with certain SEC rules that implement Section 404 of the Sarbanes-Oxley Act, which require making a formal assessmentof the effectiveness of our internal control over financial reporting, and which will require management to certify financial and other information in ourquarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing withour second annual report. This assessment will need to include the disclosure of any material weaknesses in our internal control over financial reportingidentified by our management or our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period,we will be engaged in a costly and challenging process to document and evaluate our internal control over financial reporting. In this regard, we will need tocontinue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of ourinternal control over financial reporting. We will also need to continue to improve our control processes as appropriate, validate through testing that ourcontrols are functioning as documented and implement a continuous reporting and improvement process for our internal control over financial reporting.Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financialreporting is effective as required by Section 404. Our auditors have identified material weaknesses in our internal controls over our financial reporting. In connection with the audits of our consolidated financial statements for the years ended December 31, 2018 and 2017, our independent registeredpublic accounting firm identified material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or acombination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annualor interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses relate to the absence of in-houseaccounting personnel with the ability to properly account for complex transactions and a lack of separation of duties between accounting and otherfunctions. We hired a consulting firm to advise on technical issues related to U.S. generally accepted accounting principles as related to the maintenance of ouraccounting books and records and the preparation of our consolidated financial statements. Although we are aware of the risks associated with not havingdedicated accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting functions withdedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvementwith additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessaryimprovements whenever they may be required. If our remedial measures are insufficient to address the material weakness, or if additional material weaknessesor significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements maycontain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this materialweakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable tomaintain compliance with applicable stock exchange listing requirements. 23 We are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to public companies mayresult in our consolidated financial statements not being comparable to those of some other public companies. As a result of this and other reduceddisclosure requirements applicable to emerging growth companies, our securities may be less attractive to investors. As a public reporting company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”under the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicableto public companies. In particular, as an emerging growth company, we: ●are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reportingpursuant to the Sarbanes-Oxley Act; ●are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how thoseelements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); ●are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements(commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); ●are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; ●may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Conditionand Results of Operations, or MD&A; and ●are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoptionof new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare ourconsolidated financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-inperiods under §107 of the JOBS Act. Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smallerreporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regardingmanagement’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required toprovide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&Adisclosure. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after ourinitial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet thedefinition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have morethan $1.07 billion in annual revenue, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0billion in principal amount of non-convertible debt over a three-year period. Under current SEC rules, however, we will continue to qualify as a “smallerreporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of thelast business day of our most recently completed second fiscal quarter. Risks Related to Ownership of Our Common Stock and Warrants Our stock price may be volatile and your investment could decline in value. The market price of our common stock may fluctuate substantially as a result of many factors, some of which are beyond our control. Thesefluctuations could cause you to lose all or part of the value of your investment in our common stock and/or warrants. Factors that could cause fluctuations inthe market price of our common stock include the following: ●quarterly variations in our results of operations; ●results of operations that vary from the expectations of securities analysts and investors; ●results of operations that vary from those of our competitors; ●changes in expectations as to our future financial performance, including financial estimates by securities analysts; 24 ●publication of research reports about us or the outpatient medical clinic business; ●announcements by us or our competitors of significant contracts, acquisitions or capital commitments; ●announcements by third parties of significant claims or proceedings against us; ●changes affecting the availability of financing in the outpatient medical services market; ●regulatory developments in the outpatient medical clinic business; ●significant future sales of our common stock; ●additions or departures of key personnel; ●the realization of any of the other risk factors presented in this prospectus; and ●general economic, market and currency factors and conditions unrelated to our performance.In addition, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionateto operating performance of individual companies. These broad market factors may seriously harm the market price of our common stock, regardless of ouroperating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has oftenbeen instituted. A class action suit against us could result in significant liabilities and, regardless of the outcome, could result in substantial costs and thediversion of our management’s attention and resources. The warrants are speculative in nature. The warrants issued in our initial public offering do not confer any rights of common stock ownership on their holders, such as voting rights or theright to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically,commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price equal to theinitial public offering price of the units in our initial public offering, subject to certain adjustments, prior to the fifth anniversary of the date such warrants areissued, after which date any unexercised warrants will expire and have no further value. Moreover, the market value of the warrants, if any, is uncertain andthere can be no assurance that the market value of the warrants will equal or exceed their original imputed offering price. Our warrants trade on The NASDAQCapital Market. There can be no assurance that an active trading market for the warrants will be sustained, or that the market price of the common stock willever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change theirrecommendations regarding our stock adversely, or if our actual results differ significantly from our guidance, our stock price and trading volume coulddecline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, ourbusiness, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide morefavorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage ofour company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or tradingvolume to decline. In addition, from time to time, we may release earnings guidance or other forward-looking statements in our earnings releases, earnings conferencecalls or otherwise regarding our future performance that represent our management’s estimates as of the date of release. Some or all of the assumptions of anyfuture guidance that we furnish may not materialize or may vary significantly from actual future results. Any failure to meet guidance or analysts’expectations could have a material adverse effect on the trading price or volume of our stock. Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our company and may affect the trading priceof our common stock. Our corporate documents and the Delaware General Corporation Law contain provisions that may enable our board of directors to resist a change incontrol of our company even if a change in control were to be considered favorable by you and other stockholders. These provisions: ●authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to help defend against a takeover attempt; ●establish advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings; ●provide that stockholders are only entitled to call a special meeting upon written request by 331/3% of the outstanding common stock; and ●require supermajority stockholder voting to effect certain amendments to our certificate of incorporation and bylaws.In addition, Delaware law prohibits large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging orconsolidating with us except under certain circumstances. These provisions and other provisions under Delaware law could discourage, delay or prevent atransaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you andother stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. 25 We have 5,000,000 authorized unissued shares of preferred stock, and our board has the ability to designate the rights and preferences of this preferredstock without your vote. Our certificate of incorporation authorizes our board of directors to issue “blank check” preferred stock and to fix the rights, preferences, privilegesand restrictions, including voting rights, of these shares, without further stockholder approval. The rights of the holders of common stock will be subject toand may be adversely affected by the rights of holders of any preferred stock that may be issued in the future. As indicated in the preceding risk factor, theability to issue preferred stock without stockholder approval could have the effect of making it more difficult for a third party to acquire a majority of thevoting stock of our company thereby discouraging, delaying or preventing a change in control of our company. We currently have no outstanding shares ofpreferred stock, or plans to issue any such shares in the future. Concentration of ownership of our common stock among our existing executive officers and directors may limit our other stockholders from influencingsignificant corporate decisions. Jeffrey S. Ervin, our Chief Executive Officer, Matthew C. Wallis, DC, our Chief Operating Officer, and our other executive officers and directors owna significant percentage of our outstanding shares. These persons, acting together, are able to influence all matters requiring stockholder approval, includingthe election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincidewith our interests or the interests of other stockholders. We do not expect to pay any dividends on our common stock for the foreseeable future. We currently expect to retain all future earnings, if any, for future operation, expansion and debt repayment and have no current plans to pay anycash dividends to holders of our common stock for the foreseeable future. Any decision to declare and pay dividends in the future will be made at thediscretion of our board of directors and will depend on, among other things, our operating results, financial condition, cash requirements, contractualrestrictions and other factors that our board of directors may deem relevant. In addition, we must comply with the covenants in our credit agreements in orderto be able to pay cash dividends, and our ability to pay dividends generally may be further limited by covenants of any existing and future outstandingindebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our commonstock for a price greater than that which you paid for it. ITEM 1B.UNRESOLVED STAFF COMMENTS None. ITEM 2.PROPERTIES We manage our business operations from our principal executive office in Brentwood, Tennessee, in approximately 7,500 square feet of leased space.Our office lease extends through July 2024, under which we currently pay $17,465 per month. Our business is conducted at eleven outpatient medical clinics.Our total rent expense was $782,360 under our office and medical clinic leases for 2018. For more information about our outpatient locations and the terms oftheir leases, see Item 1, “Business - Our Operations” above. We believe our present office space and locations are adequate for our current operations and for near-term planned expansion. ITEM 3.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 describedbelow. 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 ourbusiness. We are currently not aware of any legal proceedings or claims that we believe would or could have, individually or in the aggregate, a materialadverse effect on us. Regardless of final outcomes, however, any such proceedings or claims may nonetheless impose a significant burden on managementand employees and may come with costly defense costs or unfavorable preliminary interim rulings. In February 2019, we received notice of a lawsuit involving BioFirma, LLC. We own 70% of the membership interests of BioFirma. As of the date of thisfiling, the lawsuit is pending; however, we do not believe this will have a material adverse effect on us. The total amount being contested by BioFirma withthe opposing party is $30,000. ITEM 4.MINE SAFETY DISCLOSURES Not applicable. 26 PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market Information In connection with the completion of our initial public offering, our common stock and warrants began trading on the Nasdaq Capital Market onFebruary 13, 2019, under the symbols “IMAC” and “IMACW”, respectively. Since our common stock began trading on the Nasdaq Capital Market, the highand low per share sale prices of our common stock were $7.20 and $2.60, respectively, during such period, as reported on the Nasdaq Capital Market. As of April 16, 2019, there were 37 holders of record of our common stock. We believe that the number of beneficial owners is substantially greater thanthe number of record holders because a large portion of our common stock is held of record through brokerage firms in “street name.” Dividend Policy Our board of directors will determine our future dividend policy based on our result of operations, financial condition, capital requirements and othercircumstances. We have not previously declared or paid any cash dividends on our common stock. We anticipate that we will retain earnings to supportoperations and finance the growth of our business. Accordingly, it is not anticipated that any cash dividends will be paid on our common stock in theforeseeable future. Previously, as a limited liability company, we made periodic minimal distributions to our members, primarily to cover the members’ taxobligations. Sales of Unregistered Securities Effective June 1, 2018, we converted from a Kentucky limited liability company into a Delaware corporation. In connection with the conversion, all ofour outstanding membership interests were exchanged on a proportional basis into shares of common stock. The issuance of shares of common stock to ourmembers in the conversion was exempt from registration under the Securities Act by virtue of the exemption contained in Section 4(a)(2) of the Securities Acton the basis that the transactions did not involve a public offering. No underwriters were involved in the issuances. On June 1, 2018, we entered into a note payable to the Edward S. Bredniak Revocable Trust in the amount of up to $2,000,000. An existing notepayable with this entity with an outstanding balance of $379,675.60 will be combined into the new note payable. The note carries an interest rate of 10% perannum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfyongoing working capital needs, expenses related to the preparation for this offering, equipment and construction costs related to new clinic locations andpotential business combination and transaction expenses. The foregoing issuance was exempt from registration under Section 4(a)(2) of the Securities Act asa sale by an issuer not involving a public offering. No underwriter was involved in the issuance. Securities Authorized for Issuance Under Equity Compensation Plans See “2018 Incentive Compensation Plan” under Item 11 in Part III of this Annual Report. ITEM 6.SELECTED CONSOLIDATED FINANCIAL DATA Not applicable for smaller reporting companies. 27 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially fromthose anticipated in these forward-looking statements as a result of various factors, including those set forth previously under the caption “Risk Factors.”This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidatedfinancial statements and related notes included elsewhere in this report. Information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations gives a financialperspective of IMAC Holdings, Inc. and retrospective effect to the consummation of business transactions involving three companies owning or managingIMAC Regeneration Centers and two companies for which IMAC Holdings, Inc. had no prior ownership or management relationships, along with therelated issuance of shares of common stock and/or cash payments in such transactions, each of which were completed between June and August 2018;IMAC Holdings, Inc. along with the foregoing acquired businesses herein referred to as “IMAC Group.” The following discussion and analysis of ourfinancial condition and results of operations covers periods both prior to and subsequent to the Business Transactions (as defined in Item 1. “Business –Business Transactions” above). Accordingly, the discussion and analysis of historical periods do not reflect the significant impact the business transactionshad on the Company. Management has used best efforts to clearly document the entities in correlation to the information presented below. References inthis Management’s Discussion and Analysis of Financial Condition and Results of Operations 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, IMAC Holdings, LLC, a Kentucky limitedliability company, and, in each case, their consolidated subsidiaries. The business transactions referenced above are with Integrated Medicine andChiropractic Regeneration Center PSC (through its Management Services Agreement with a wholly owned subsidiary) and IMAC of St. Louis, LLC, whichwere each consummated in June 2018, and Advantage Hand Therapy and Orthopedic Rehabilitation, LLC, and BioFirma, LLC, which were eachconsummated in August 2018. A fifth acquisition relates to the buy-out of the minority ownership of other parties of IMAC Regeneration Management ofNashville, LLC. Overview We are a provider of movement and orthopedic therapies and minimally invasive procedures performed through our regenerative and rehabilitativemedical treatments to improve the physical health of our patients at our fast-growing chain of IMAC Regeneration Centers which we own or manage. Ouroutpatient medical clinics provide conservative, minimally invasive medical treatments to help patients with back pain, knee pain, joint pain, ligament andtendon damage, and other related soft tissue conditions. Our licensed healthcare professionals evaluate each patient and provide a custom treatment plan thatintegrates traditional medical procedures and innovative regenerative medicine procedures in combination with physical medicine. We do not use or offeropioid-based prescriptions as part of our treatment options in order to help our patients avoid the dangers of opioid abuse and addiction. The original IMACRegeneration Center opened in Kentucky in August 2000 and remains the flagship location of our current business, which was formally organized in March2015. To date, we have opened seven and acquired four outpatient medical clinics in Kentucky, Missouri and Tennessee, and plan to further expand thereach of our facilities to other strategic locations throughout the United States. We have partnered with several active and former professional athletes,opening two Ozzie Smith IMAC Regeneration Centers and two David Price IMAC Regeneration Centers, and recently opened a Tony Delk IMACRegeneration Center in July 2018. Our outpatient medical clinics emphasize our focus around treating sports and orthopedic injuries as an alternative totraditional surgeries for repair or joint replacement. Revenues Our revenue mix is diversified between medical treatments and physiological treatments. Our medical treatments are further segmented intotraditional medical and regenerative medicine practices. For the last two full fiscal years, traditional medical treatments comprised approximately 33% oftotal net patient revenues of IMAC Group, while regenerative medicine accounted for approximately 31% of IMAC Group total net patient revenues.Physiological treatments generated the remainder of our total net patient revenues as physical therapy amounted to 31% and chiropractic care at 5% of suchrevenues. We are an in-network provider for traditional physical medical treatments, such as physical therapy, chiropractic services and medical evaluations,with most private health insurance carriers. Regenerative medical treatments are typically not covered by insurance, but paid by the patient. For moreinformation on our revenue recognition policies, see “Critical Accounting Policies and Estimates - Revenue Recognition.” See the tables below for more information regarding our revenue breakdown by service type and payor. Year Ended December 31, 2018 2017 Outpatient facilities revenues 99.04% 83.28%Other services revenue(1) 0.96% 16.72% Total 100.00% 100.00% (1) Other is comprised of administrative and management fees prior to IMAC’s ownership. 28 Outpatient Facility Revenue Year Ended December 31, 2018 2017 Private insurance payors 25.96% 25.00%Government payors 20.49% 25.00%Patient payor 53.56% 50.00%Other 0.00% 0.00%Total 100.00% 100.00% We recorded consolidated patient billings of $16,135,967 and $1,378,313 and realized total net patient revenues, less allowances for contractualadjustments with third-party payers, of $6,637,072 and $654,625 for the years ended December 31, 2018 and 2017, respectively. Our net loss for the yearsended December 31, 2018 and 2017 was $3,053,743 and $57,181, respectively. Procedures performed and visits to our clinics are an indication of business activity. Procedures showed an increase of 1170.34% for the year endedDecember 31, 2018 compared to the year ended December 31, 2017. Procedures increased from 13,119 for the year ended December 31, 2017 to 166,656 forthe year ended December 31, 2018. Visits to our clinics showed an increase of 1469.8% for the year ended December 31, 2018 compared to the year endedDecember 31, 2017. Visits increased from 4,065 for the year ended December 31, 2017 to 63,812 for the year ended December 31, 2018. Corporate Conversion Prior to June 1, 2018, we were a Kentucky limited liability company named IMAC Holdings, LLC. Effective June 1, 2018, we converted into aDelaware corporation pursuant to a statutory merger, or the Corporate Conversion, and changed our name to IMAC Holdings, Inc. All of our outstandingmembership interests were exchanged on a proportional basis into shares of common stock of IMAC Holdings, Inc. Following the Corporate Conversion, IMAC Holdings, Inc. continues to hold all of the property and assets of IMAC Holdings, LLC and all of thedebts and obligations of IMAC Holdings, LLC continue as the debts and obligations of IMAC Holdings, Inc. The purpose of the Corporate Conversion wasto reorganize our corporate structure so that the top tier entity in our corporate structure is a corporation rather than a limited liability company and so thatour existing owners own shares of our common stock rather than membership interests in a limited liability company. Except as otherwise noted herein, theconsolidated financial statements included in this prospectus are those of IMAC Holdings, Inc. and its consolidated subsidiaries. 2018 Private Placement In the first six months of 2018, we received gross proceeds of $1,530,000 from a private placement of our 4% convertible promissory notes. The$1,530,000 and an additional $200,000 in existing equity and payments to investors (plus accrued interest) is convertible into 445,559 shares of ourcommon stock, pursuant to the terms of a Securities Purchase Agreement with 23 accredited investors. The principal amount of the promissory notes wasconvertible into shares of common stock automatically upon the closing our initial public offering, which was completed in February 2019. The conversionprice of the promissory notes was an amount reflecting a 20% discount to the initial public offering price of $5.00 per share. On June 1, 2018, we entered into a note payable to the Edward S. Bredniak Revocable Trust in the amount of up to $2,000,000. An existing notepayable with this entity with an outstanding balance of $379,675.60 was combined into the new note payable. The note carries an interest rate of 10% perannum and all outstanding balances are due and payable 13 months after the closing our initial public offering, which was completed in February 2019. Theproceeds of this note are being used to satisfy ongoing working capital needs, expenses related to the preparation for our initial public offering, equipmentand construction costs related to new clinic locations and potential business combination and transaction expenses. Initial Public Offering On February 15, 2019, we completed our initial public offering of 850,000 units, with each unit consisting one share of our common stock and twowarrants each to purchase one share of our common stock, at a combined initial public offering price of $5.125 per unit. The exercise price of the warrants is$5.00 per warrant. The units immediately and automatically separated upon issuance, and the common stock and warrants trade on The NASDAQ CapitalMarket under the ticker symbols “IMAC” and “IMACW,” respectively. We received aggregate gross proceeds of $4,356,250 from our initial public offering, before deducting underwriting discounts, commissions andother related expenses. Proceeds from the offering will be used for financing the costs of leasing, developing and acquiring new clinic locations, fundingresearch and new product development activities, and for working capital and general corporate purposes. In addition, upon the closing of our initial public offering, we issued unit purchase options to Dawson James Securities, Inc., as representative of theseveral underwriters, and its affiliates entitling them to purchase a number of our securities equal to 4% of the securities sold in the initial public offering. Theunit purchase options have an exercise price equal to 120% of the public offering price of the units (or $6.15 per share and two warrants) and may beexercised on a cashless basis. The unit purchase options are not redeemable by us. 29 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, includingthe following: ●Our ability to identify, contract with, install equipment and operate a large number of outpatient medical clinics and attract new patients to them; ●Our need to hire additional healthcare professionals in order to operate the large number of clinics we intend to open; ●Our ability to enhance revenue at each facility on an ongoing basis through additional patient volume and new services; ●Our ability to obtain additional financing for the projected costs associated with the acquisition, management and development of new clinics, andthe personnel involved, if and when needed; ●Our ability to attract competent, skilled medical and sales personnel for our operations at acceptable prices to manage our overhead; and ●Our ability to control our operating expenses as we expand our organization into neighboring states. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the dateand for the periods that the consolidated financial statements are prepared. On an ongoing basis, we evaluate our estimates, including those related toinsurance adjustments and provisions for doubtful accounts. We base our estimates on historical experience and on various other assumptions that arebelieved to be reasonable under the circumstances. Actual results could materially differ from those estimates. We believe that, of the significant accounting policies discussed in our Notes to the Consolidated Financial Statements, the following accountingpolicies require our most difficult, subjective or complex judgments in the preparation of our financial statements. Revenue Recognition Our patient service revenue is derived from minimally invasive procedures performed at our outpatient medical clinics and patient visits tophysicians. The fees for such services are billed either to the patient or a third-party payer, including Medicare. We recognize patient service revenue, net ofcontractual allowances, which we estimate based on the historical trend of our cash collections and contractual write-offs in the period in which services areperformed. Other management service fees are derived from management services where we provide billings and collections support to the clinics and wheremanagement services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a businesscorporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, we provide alladministrative support to the physician-owned professional corporation (“PC”) through a limited liability company. The PC is consolidated due to control bycontract (an “SMA” or Service Management Agreement). The fees we derive from these management arrangements are based on a percentage mark-up on thecosts of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenues are eliminated inconsolidation. Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine.Regenerative medicine procedures are not paid by insurance carriers; therefore, we typically require up-front payment from the patient for regenerativeservices and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through an outsidevendor. In this case, we are paid from the outsourced credit vendor and the risk is transferred to the credit vendor for collection from the patient. These fundsare accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patient service revenue. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patientsand is recorded net of allowances for doubtful accounts and contractual discounts. Our ability to collect outstanding receivables is critical to our results ofoperations and cash flows. Accordingly, accounts receivable reported in our consolidated financial statements is recorded at the net amount expected to bereceived. Our primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in our receiving less than therecorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) the risk that patients will fail to remitinsurance payments to us when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraintsthat may prevent us from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay us for their self-paybalances (including co-pays, deductibles and any portion of the claim not covered by insurance), and (vi) the risk of non-payment from uninsured patients. 30 Our accounts receivables from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers,which are estimated based on the historical trend of our facilities’ cash collections and contractual write-offs, accounts receivable aging, established feeschedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain a possibility, weexpect that any such changes would be minimal and, therefore, would not have a material effect on our financial condition or results of operations. Ourcollection policies and procedures are based on the type of payer, size of claim and estimated collection percentage for each patient account. The operatingsystems used to manage our patient accounts provide for an aging schedule in 30-day increments, by payer, physician and patient. We analyze accountsreceivable at each of the facilities to ensure the proper collection and aged category. The operating systems generate reports that assist in the collectionefforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients and written correspondence. Income Taxes Prior to June 1, 2018, IMAC Holdings, IMAC Management Services, IMAC Texas, IMAC of St. Louis and IMAC Nashville were limited liabilitycompanies and taxed as partnerships. As a result, income tax liabilities were passed through to the individual members. Any future tax benefit arising frompost conversion corporate losses have been offset by a valuation allowance. Accordingly, no provision for income taxes is reflected in the consolidatedfinancial statements. For more information, see “Corporate Conversion.” Results of Operations for the Twelve Months Ended December 31, 2018 Compared to the Twelve Months Ended December 31, 2017 We own our medical clinics directly or have entered into long-term management services agreements to operate and control these medical clinics bycontract. Our preference is to own the clinics; however, some state laws restrict the corporate practice of medicine and require a licensed medical practitionerto own the clinic. Accordingly, our managed clinics are owned exclusively by a medical professional within a professional service corporation (formed as alimited liability company or corporation) under common control with us or eligible members of our company in order to comply with state laws regulatingthe ownership of medical practices. We are compensated under management services agreements through service fees based on the cost of the servicesprovided, plus a specified markup percentage, and a discretionary annual bonus determined in the sole discretion of each professional service corporation. The following table sets forth a summary of IMAC Holdings, Inc.’s statements of operations for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 Patient revenues $16,135,967 $1,378,313Contractual adjustments (9,498,896) (723,688)Total patient revenues, net $6,637,071 $654,625 Other revenue: Internal management fee revenue 64,000 131,400 Total revenue 6,701,071 786,025 Operating expenses: Patient expenses 933,907 63,216 Salaries and benefits 4,730,035 967,627 Share-based compensation 14,998 18,747 Advertising and marketing 859,191 119,867 General and administrative 3,063,270 465,740 Depreciation and amortization 651,066 65,895 Total operating expenses 10,252,467 1,701,092 Operating loss $(3,551,396) $(915,067)Other income (expenses): Interest income 7,541 14,821 Other income (loss) 18,356 (2,744)Interest expense (153,824) (27,151)Total other income (expenses) (127,927) (15,074)Loss before equity in earnings (loss) of non-consolidated affiliate $(3,679,323) $(930,141)Equity in earnings (loss) of non-consolidated affiliate (105,550) 13,609 Net loss before income taxes $(3,784,873) $(916,532)Income taxes - - Net loss $(3,784,873) $(916,532)Net loss attributable to the non-controlling interest 731,130 859,351 Net loss attributable to the IMAC Holdings, Inc. $(3,053,743) $(57,181) 31 During 2018, our revenues increased 752.5% to $6.70 million in 2018 from $0.79 million in 2017. We incurred net loss attributable to IMACHoldings Inc. in 2018 of $3.05 million, compared to net loss of $0.06 million in 2017. The primary reasons for the increase were the costs associated withpreparing for, completing and on-going costs relating to our initial public offering, as well as costs associated with our 2018 acquisitions. Overhead costs forIMAC Holdings increased from $0.12 million in 2017 to $3.12 million in 2018. Revenues Revenues for 2018 and 2017 were as follows: Year Ended December 31, 2018 2017 (in thousands) Revenues: Outpatient facility services $6,637 $655 All other 64 131 Total revenues $6,701 $786 Patient service revenues increased 913.87% to $6.64 million in 2018 compared to $0.65 million in 2017, primarily due to the 2018 acquisitions ofIMAC of Kentucky, IMAC of Missouri, and Advantage Health. The decrease in other service revenues is due to a decrease in management and administrativeservice fees derived from non-consolidated outpatient clinics. Operating Expenses Cost of revenues were $0.93 million in 2018 compared to $0.06 million in 2017, with the increase in costs primarily attributable to our 2018acquisitions and an increase in supply costs associated with a full year of service for IMAC of Tennessee. Acquisitions accounted for $0.72 million of theincrease and a full year of service for IMAC of Tennessee accounted for $0.15 million of the increase. As a percentage of revenues, patient expenses were13.94 % in 2018 compared to 8.04% in 2017. Operating expenses consist of patient expenses, salaries and benefits, advertising and marketing, general and administrative expenses anddepreciation expenses. Patient expenses consist of medical supplies for services rendered. Salaries and benefits consist of payroll, benefits and related party contracts. Salaries and benefits expenses were $4.73 million and $0.97 million in 2018 and 2017, respectively. The increase of $3.76 million is attributable tothe acquisitions, a full year of staff expense at IMAC of Tennessee and the costs related to the preparation and on-going accounting, legal and operationalcosts of the public offering. Acquisition salaries and benefit expense was $2.49 million in 2018 with no acquisition related salaries and benefit expense in2017. New employee salaries and benefits expense increased by $0.14 million in 2018 compared to 2017. The increase is attributable to IMAC of Tennesseeincluded in our operations for 10 operating months for two locations in 2017 compared to 24 operating months for two locations in 2018. IMC of Kentucky,the Lexington facility, was a new facility in 2018. The Lexington facility had $0.23 million in salaries and benefits expense in 2018 with $0 cost in 2017.IMAC overhead costs increased by $1.13 million in 2018 compared to 2017. The increase related to the preparation and on-going accounting andoperational costs of being a public company and the restructuring costs associated with aligning resources to support multiple facilities. One-time costs were$225,852 in 2018. As a percentage of revenues, salaries and benefits expenses were 70.59% in 2018 compared to 123.10% in 2017. 32 Share-based compensation consists of the value of company stock for sponsor efforts outside of an endorsement agreement. At the time of thecompensation, our company was still a limited liability company; therefore, compensation was in the form of limited liability company units instead of stock.The units converted to stock effective upon the Company’s conversion from a limited liability company to a corporation. Share based compensation was $0.015 and $0.019 million in 2018 and 2017, respectively. As a percentage of revenues, share based compensationwas 0.002% in 2018 and 2.39% in 2017. Advertising and marketing consists of marketing, business promotion and brand recognition. Advertising and marketing was $0.86 million and $0.12 million in 2018 and 2017, respectively. Advertising for acquisitions was $0.30 million and$0 in 2018 and 2017, respectively. Advertising for new clinics was $0.26 million and $0.11 million in 2018 and 2017, respectively. Overhead advertisingand marketing associated with going public was $0.30 million and $0.01 million in 2018 and 2017, respectively. As a percentage of revenues, advertisingand marketing was 12.82% in 2018 and 15.25% in 2017. General and administrative (G&A) consists of all other costs other than advertising and marketing, salaries and wages, patient expenses anddepreciation. G&A was $3.06 million and $0.47 million in 2018 and 2017, respectively. The acquisitions accounted for $1.06 million of the increase. New clinicsaccounted for $0.17 million of the increase with a full year of operations of the IMAC of Tennessee two locations and the IMAC of Kentucky, Lexingtonlocation included in 2018 and only one location for IMAC of Tennessee included in 2017. Overhead costs such as accounting, legal, audit, and other costsassociated with our initial public offering accounted for $1.4 million of the increase in expense in 2018 as compared to 2017. As a percentage of revenues,general and administrative expense was 45.71% in 2018 and 59.25% in 2017. We purchase fixed assets, such as equipment or medical equipment, to use in the course of our business activities. We capitalize the full cost of theasset on our balance sheet and depreciate the cost over the asset’s estimated useful life. We incurred $0.65 million and $0.07 million of depreciation and amortization costs in 2018 and 2017, respectively. The increase of was due toamortization costs associated with the acquisitions of IMAC of Kentucky, IMAC of Missouri, and Advantage Therapy and a full year of depreciation expenserelated to IMAC of Tennessee and the assets of the acquired companies. As a percentage of revenues, depreciation and amortization expense was 9.72% in2018 and 8.38% in 2017. Other income (loss) Other income (loss) consists of interest expense, interest income, gain on acquisition and loss on disposal of an asset. We incurred $0.13 million and $0.015 million in other income and losses in 2018 and 2017, respectively. Acquisitions in 2018 accounted for $0.05million of the increase, new operations accounted for $0.019 million of the increase and additional interest at the corporate level accounted for $0.013million of the increase. Loss before equity in earnings (loss) of non-consolidated affiliate Loss before equity in earnings (loss) of non-consolidated affiliates was $3.68 million and $0.93 million in 2018 and 2017 respectively. Acquisitionsaccounted for $0.12 million of the increase in loss while the loss for new facilities decreased by $0.31 million in 2018 compared to 2017. Overhead lossincreased by $2.95 million from 2018 compared to 2017. Equity in earnings (loss) of non-consolidated affiliate Equity in earnings (loss) of non-consolidated affiliate is the proportional share (based on ownership) of the net earnings or losses of anunconsolidated affiliate. Equity in earnings (loss) of non-consolidated affiliate is the proportional share (based on ownership) of the net earnings or losses of anunconsolidated affiliate. Total equity in earnings (loss) of a non-consolidated affiliate increased by $0.12 million for the year ended December 31, 2018compared to the year ended December 31, 2017. The increase was related to IMAC Holdings’ 36% ownership of the outstanding limited liability companymembership units of IMAC of St. Louis. Net loss attributable to the non-controlling interest Net loss attributable to the non-controlling interest is the amount of net income (loss) for the period allocated to non-controlling partners of IMACHoldings, Inc. that is included in the entity’s consolidated financial statements. Net loss attributable to the non-controlling interest decreased by $0.13 million for the year ended December 31, 2018 compared to the year endedDecember 31, 2017. The decrease in net loss attributable to the non-controlling interest was primarily due to the reduction in loss for IMAC of Tennessee PCfor the year ended December 31, 2018 compared to the year ended December 31, 2017. Net loss Net loss for the twelve months ended December 31, 2018 was $3.05 million compared to a net loss of $0.57 for the year ended December 31, 2017,The increase in net loss of $3.0 million was the result of additional costs to IMAC Holdings, Inc. for the preparation for our initial public offering, on-goingcosts associated with becoming a public company and restructuring of facility level resources to the corporate level to prepare for expected growth. 33 Liquidity and Capital Resources As of December 31, 2018, we had $194,316 in cash and working capital of $(13,163,058). As of December 31, 2017, we had cash of $127,788 andworking capital of $234,638. The decrease in working capital was primarily due to the acquisition liabilities incurred in connection with our businesstransactions and the increase in notes payable. In February 2019, we completed an initial public offering of units of our common stock and warrants to purchase our common stock for net proceedsto us of approximately $3,797,916, after deducting underwriting discount and commissions and estimated offering expenses payable by us. We believe thenet proceeds of our recent public offering, together with the cash at December 31, 2018 will be sufficient to meet our cash, operational and liquidityrequirements for at least 12 months. As of December 31, 2018, we had approximately $13.8 million in current liabilities. In connection with the closing of our initial public offering inFebruary 2019, we subsequently satisfied approximately $7.2 million in acquisition-related liabilities (see Item 1 “Business - Business Transactions” above)through the issuance of common stock and converted approximately $1.7 million in promissory notes issued in our 2018 private placement into shares of ourcommon stock. Of the remaining current liabilities, approximately $1.2 million represents a mortgage on our new Lexington, Kentucky property,approximately $1.5 million represents an existing note payable to the Edward S. Bredniak Revocable Trust, which is due and payable in the first quarter of2020, and approximately $454,000 represents patient deposits prior to services being performed, which will be recognized as revenue in the near term. Lastly,we have approximately $1.3 million in current liabilities outstanding to our vendors and in operating lines of credit, which we have historically paid down inthe normal course of our business. As of December 31, 2018, we had an accumulated deficit of ($3,544,820). Prior to our initial public offering, we funded our operations primarilythrough the sale and issuance of convertible notes, bridge loans, and the use of funds from operations. Accordingly, we anticipate that we will need to raiseadditional capital to fund future operations. However, we may be unable to raise additional funds or enter into such arrangements when needed or favorableterms, 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 oracquisition activity. Failure to receive additional funding could also cause us to cease operations, in art or in full. Furthermore, even if we believe we havesufficient funds for our current of future operating plans, we may seek additional capital due to favorable market conditions or strategic considerations. Our independent registered public accounting firm has indicated that our financial condition raises substantial doubt as to our ability to continue asa going concern. Operating Activities The primary source of our operating cash flow is the collection of accounts receivable from patients, private insurance companies, governmentprograms, self-insured employers and other payers. The following table sets forth our primary sources and uses of cash for the years ended December 31, 2018 and 2017. Year Ended December 31, 2018 2017 Statements of Cash Flow Data: Net cash used in operating activities $(1,808,310) $(436,976)Net cash used in investing activities (1,603,773) (472,515)Net cash provided by financing activities 3,478,610 161,074 Net (decrease) increase in cash 66,527 (748,417)Cash, beginning of year 127,788 876,205 Cash, end of year $194,316 $127,788 During the twelve months ended December 31, 2018, our operating cash flow from operations decreased to $(1,808,310) compared to $(436,976) forthe twelve months ended December 31, 2017. This decrease was primarily attributable to our net loss and increase in accounts receivable and securitydeposits. Investing Activities Net cash used in investing activities during the twelve months ended December 31, 2018 and 2017 were $(1,603,773) and $(472,515), respectively.This included $(1,579,842) and $(472,515) for December 31, 2018 and 2017, respectively, related to purchases of property and equipment and leaseholdimprovements. 34 Financing Activities Net cash provided by financing activities during the twelve months ended December 31, 2018 was $3,478,610. Proceeds from notes payable totaled$3,998,195. Proceeds were from a mortgage loan, sale and issuance of convertible notes and a bridge loan. Payments on notes payable totaled $(193,625). Contractual Obligations The following table summarizes our contractual obligations by period as of December 31, 2018: Payments Due by Period Total Less Than 1Year 1-3 Years 4-5 years More Than 5Years Short-term debt obligations $379,961 $379,961 $- $- $- Long-term debt obligations, including interest 4,776,593 4,479,302 185,401 71,438 40,452 Capital lease obligations, including interest 100,778 16,740 37,726 37,726 8,586 Operating lease obligations 4,585,098 854,759 1,437,182 1,253,105 1,040,052 Total $9,842,430 $5,730,762 $1,660,309 $1,362,269 $1,089,090 Year Ended December 31, 2018 Current Portion Long Term Total Short-term debt obligations $379,961 $- $379,961 Long-term debt obligations, including interest 4,459,302 317,291 4,776,593 Capital lease obligations, including interest 16,740 84,038 100,778 Operating lease obligations 854,759 3,730,339 4,585,098 Total contractual obligations $5,710,762 $4,131,668 $9,842,430 Off-Balance Sheet Arrangements As of December 31, 2018, we did not have any off-balance sheet arrangements. Impact of Inflation We believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2018 and 2017. We cannotassure you that future inflation will not have an adverse impact on our operating results and financial condition. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable for smaller reporting companies. 35 ITEM 8.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm37 Consolidated Balance Sheets at December 31, 2018 and 201738 Consolidated Statements of Operations for the Years Ended December 31, 2018 and 201739 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018 and 201740 Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 201741 Notes to Consolidated Financial Statements42 36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors andStockholders of IMAC Holdings Inc.Brentwood, Tennessee Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of IMAC Holdings, Inc. (the Company) at December 31, 2018 and 2017, and the relatedconsolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2018,and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all materialrespects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in thetwo-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note[3] to the consolidated financial statements, the Company has sustained losses since inception and has accumulated and working capital deficits at December31, 2018. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters aredescribed in Note [3]. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Ouropinion is not modified with respect to this matter. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sconsolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, norwere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding ofinternal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control overfinancial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosuresin the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Daszkal Bolton LLP We have served as the Company’s auditor since 2017. Boca Raton, Florida April 16, 2019 37 IMAC Holdings, Inc.Consolidated Balance SheetsDecember 31, 2018 and 2017 December 31, 2018 2017 ASSETS Current assets: Cash $194,316 $127,788 Accounts receivable, net 303,630 138,981 Due from related parties - 347,648 Other assets 170,163 94,044 Total current assets 668,109 708,462 Property and equipment, net 3,333,638 542,791 Other assets: Goodwill 2,042,125 - Intangible assets, net 4,257,434 - Deferred IPO Costs 335,318 - Security deposits 438,163 27,828 Total other assets 7,073,040 27,828 Total assets $11,074,787 $1,279,081 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $1,261,582 $56,665 Acquisition liabilities 7,259,208 - Patient deposits 454,380 130,906 Due to related parties - 95,501 Notes payable, current portion 4,459,302 157,932 Capital lease obligation, current portion 16,740 7,820 Line of credit 379,961 25,000 Total current liabilities 13,831,173 473,824 Long-term liabilities: Notes payable, net of current portion 317,291 456,152 Capital Lease Obligation, net of current portion 84,038 52,494 Deferred Rent 197,991 64,753 Lease Incentive Obligation 576,454 60,428 Total liabilities 15,006,947 1,107,651 Commitments and contingencies Stockholders’ equity (deficit): Preferred stock - $0.001 par value, 5,000,000 authorized, 0 issued and outstanding - - Common stock; $0.001 par value, 30,000,000 authorized, 6,582,737 shares issued andoutstanding 6,583 6,583 Additional paid-in capital 1,231,917 1,231,917 Accumulated deficit (3,544,820) (491,076)Non-controlling interest (1,625,840) (575,994)Total stockholders’ equity (deficit) (3,932,160) 171,430 Total liabilities and stockholders’ equity (deficit) $11,074,787 $1,279,081 See notes to consolidated financial statements 38 IMAC Holdings, Inc.Consolidated Statements of OperationsFor the Years Ended December 31, 2018 and 2017 Year Ended December 31, 2018 2017 Patient revenues $16,135,967 $1,378,313 Contractual adjustments (9,498,896) (723,688)Total patient revenue, net 6,637,071 654,625 Management fees 64,000 131,400 Total revenue 6,701,071 786,025 Operating expenses: Patient expenses 933,907 63,216 Salaries and benefits 4,730,035 967,627 Share-based compensation 14,998 18,747 Advertising and marketing 859,191 119,867 General and administrative 3,063,270 465,740 Depreciation and amortization 651,066 65,895 Total operating expenses 10,252,467 1,701,092 Operating loss (3,551,396) (915,067) Other income (expense): Interest income 7,541 14,821 Other income (loss) 18,356 (2,744)Interest expense (153,824) (27,151)Total other income (expenses) (127,927) (15,074) Loss before equity in earnings (loss) of non-consolidated affiliate (3,679,323) (930,141) Equity in earnings (loss) of non-consolidated affiliate (105,550) 13,609 Net loss before income taxes (3,784,873) (916,532) Income taxes - - Net loss (3,784,873) (916,532) Net loss attributable to the noncontrolling interest 731,130 859,351 Net loss attributable to IMAC Holdings, Inc. $(3,053,743) $(57,181) Net loss per share attributable to common stockholders Basic and diluted $(0.46) $(0.01) Weighted average common shares outstanding Basic and diluted 6,582,737 6,552,679 See notes to consolidated financial statements 39 IMAC Holdings, Inc.Consolidated Statement of Stockholders’ Equity (Deficit)For the Years Ended December 31, 2018 and 2017 Common Stock Additional Non Number ofShares Par Paid-In- Capital ControllingInterest Accumulated Deficit Total Balance, December 31, 2016 6,492,563 $6,493 $1,194,507 $283,357 $(433,896) $1,050,461 Issuance of shares for services 90,174 90 37,410 - - 37,500 Net loss - - - (859,351) (57,181) (916,532)Balance, December 31, 2017 6,582,737 $6,583 $1,231,917 $(575,994) $(491,077) $171,429 Purchase of non-controllinginterest - - - (318,716) - (318,716) Net loss - - - (731,130) (3,053,743) (3,784,873)Balance, December 31, 2018 6,582,737 $6,583 $1,231,917 $(1,625,840) $(3,544,820) $(3,932,160) See notes to consolidated financial statements 40 IMAC Holdings, Inc.Consolidated Statements of Cash FlowsFor the Years Ended December 31, 2018 and 2017 Year Ended December 31, 2018 2017 Cash flows from operating activities: Net loss $(3,784,873) $(916,532)Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 651,067 65,895 Deferred rent 133,238 64,753 Equity in (earnings) loss of non-consolidated affiliate (105,550) 13,609 (Increase) decrease in operating assets: Accounts receivable, net (170,235) 208,416 Due from related parties (95,501) - Other assets (70,038) (90,296)Security deposits (410,335) (27,828)Increase (decrease) in operating liabilities: Accounts payable and accrued expenses 1,204,417 53,673 Patient deposits 323,474 130,906 Lease incentive obligation 516,026 60,428 Net cash used in operating activities (1,808,310) (436,975) Cash flows from investing activities: Purchase of property and equipment (1,579,842) (472,515)Cash paid for acquisitions (23,931) - Net cash used in investing activities (1,603,773) (472,515) Cash flows from financing activities: Proceeds from notes payable 3,998,195 200,000 Payments on notes payable (193,625) (85,916)Proceeds from line of credit 175,000 25,000 Payments on line of credit (140,000) - Payments on capital lease obligation (25,642) (1,901)Payment to non-controlling interest - (13,609)Deferred IPO Costs (335,318) Contributions from members - 37,500 Net cash provided by financing activities 3,478,610 161,074 Net increase (decrease) in cash 66,527 (748,416) Cash, beginning of year 127,789 876,205 Cash, end of year $194,316 $127,789 Supplemental cash flow information: Interest paid $153,824 $27,151 Taxes paid $- $- Non Cash Financing and Investing: Assets acquired through acquisition liabilities $7,259,208 $- See notes to consolidated financial statements 41 Note 1 – Description of Business IMAC Holdings, Inc. and its Affiliates (the “Company”) provide orthopedic therapies through its chain of IMAC Regeneration Centers. Through itsconsolidated and equity owned entities, its outpatient medical clinics provide conservative, non-invasive medical treatments to help patients with back pain,knee pain, joint pain, ligament and tendon damage, and other related soft tissue conditions. The Company has opened two (2) medical clinics located inTennessee during 2017 and opened or acquired through Management Service Agreements nine (9) medical clinics located in Kentucky and Missouri atDecember 31, 2018. The Company has partnered with several well-known sports stars such as Ozzie Davis and David Price in opening its medical clinics,with a focus around treating sports injuries. Effective June 1, 2018, the Company converted from IMAC Holdings, LLC a Kentucky Limited Liability Company to IMAC Holdings, Inc. a DelawareCorporation. This accounting change has been given retrospective treatment in the consolidated financial statements. Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of IMAC Holdings, Inc. (“IMAC Holdings”) and the following entities which areconsolidated due to direct ownership of a controlling voting interest or other rights granted to us as the sole general partner or managing member of theentity: IMAC Management Services, LLC (“IMAC Management”), IMAC Regeneration Management, LLC (“IMAC Texas”) and IMAC RegenerationManagement of Nashville, LLC (“IMAC Nashville”); the following entity which is consolidated with IMAC Regeneration Management of Nashville, LLCdue to control by contract: IMAC Regeneration Center of Nashville, PC (“IMAC Nashville PC”); and the following which prior to June 1, 2018 was held as aminority interest, IMAC Regeneration Center of St. Louis, LLC (“IMAC St. Louis”). In June 2018, the Company consummated certain transactions resulting in the acquisition of the outstanding equity interests in IMAC St. Louis and ClinicManagement Associates of KY, LLC (“CMA of KY”), an entity which consolidates Integrated Medical and Chiropractic Regeneration Center, PSC (“IMACKentucky”) due to control by contract. These entities are included in the consolidated financial statements from the date of acquisition. In August 2018, the Company acquired 100% of Advantage Hand Therapy and Orthopedic Rehabilitation, LLC (“Advantage Therapy”) and 70% ofBioFirma LLC (“BioFirma”). Both companies are consolidated due to direct ownership of a controlling voting interest or other rights granted to us as the solegeneral partner or managing member of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses at the date and for theperiods that the consolidated financial statements are prepared. On an ongoing basis, the Company evaluates its estimates, including those related toinsurance adjustments and provisions for doubtful accounts. The Company bases its estimates on historical experience and on various other assumptions thatare believed to be reasonable under the circumstances. Actual results could materially differ from those estimates. Revenue Recognition The Company’s patient service revenue is derived from non-surgical procedures performed at our outpatient medical clinics and patient visits to physicians.The fees for such services are billed either to the patient or a third- party payer, including Medicare. We recognize patient service revenue, net of contractualallowances, which we estimate based on the historical trend of our cash collections and contractual write-offs. Other management service fees are derived from management services where the Company provides billings and collections support to the clinics and wheremanagement services are provided based on state specific regulations known as the corporate practice of medicine (“CPM”). Under the CPM, a businesscorporation is precluded from practicing medicine or employing a physician to provide professional medical services. In these circumstances, the Companyprovides all administrative support to the physician-owned PC through an LLC. The PC is consolidated due to control by contract (an “MSA” – ManagementServices Agreement). The fees we derive from these management arrangements are either based on a predetermined percentage of the revenue of each clinic ora percentage mark up on the costs of the LLC. We recognize other management service revenue in the period in which services are rendered. These revenuesare earned by IMAC Nashville and IMAC Management and are eliminated in consolidation to the extent owned. 42 Patient Deposits Patient deposits are derived from patient payments in advance of services delivered. Our service lines include traditional and regenerative medicine.Regenerative medicine procedures are rarely paid by insurance carriers; therefore, the Company typically requires up-front payment from the patient forregenerative services and any co-pays and deductibles as required by the patient specific insurance carrier. For some patients, credit is provided through anoutside vendor. In this case, the Company is paid from the credit card company and the risk is transferred to the credit card company for collection from thepatient. These funds are accounted for as patient deposits until the procedures are performed at which point the patient deposit is recognized as patientservice revenue. Fair Value of Financial Instruments The carrying amount of accounts receivable, accounts payable and acquisition liabilities approximate their respective fair values due to the short- termnature. The carrying amount of the line of credit and note payable approximates fair values due to their market interest rates. Financial instruments thatpotentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. The Company had no cashequivalents. Accounts Receivable Accounts receivable primarily consists of amounts due from third-party payers (non-governmental), governmental payers and private pay patients and isrecorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its resultsof operations and cash flows. Accordingly, accounts receivable reported in the Company’s consolidated financial statements is recorded at the net amountexpected to be received. The Company’s primary collection risks are (i) the risk of overestimation of net revenues at the time of billing that may result in theCompany receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies’ denial of claims, (iii) therisk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to thepatient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner,(v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered byinsurance) and (vi) the risk of non-payment from uninsured patients. The Company’s accounts receivable from third-party payers are recorded net of estimated contractual adjustments and allowances from third-party payers,which are estimated based on the historical trend of the Company’s facilities’ cash collections and contractual write- offs, accounts receivable aging,established fee schedules, relationships with payers and procedure statistics. While changes in estimated reimbursement from third-party payers remain apossibility, the Company expects that any such changes would be minimal and, therefore, would not have a material effect on the Company’s financialcondition or results of operations. The Company’s collection policies and procedures are based on the type of payer, size of claim and estimated collectionpercentage for each patient account. The operating systems used to manage the Company’s patient accounts provide for an aging schedule in 30-dayincrements, by payer, physician and patient. The Company analyzes accounts receivable at each of the facilities to ensure the proper collection and agedcategory. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contactwith insurance carriers or patients and written correspondence. Allowance for Doubtful Accounts, Contractual and Other Discounts Management estimates the allowance for contractual and other discounts based on its historical collection experience and contracted relationship with thepayers. The services authorized and provided and related reimbursement are often subject to interpretation and negotiation that could result in payments thatdiffer from the Company’s estimates. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes intoconsideration the age of accounts, creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Anaccount may be written-off only after the Company has pursued collection efforts or otherwise determines an account to be uncollectible. Uncollectiblebalances are written-off against the allowance. Recoveries of previously written-off balances are credited to income when the recoveries are made. 43 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost.Depreciation of owned assets and amortization of leasehold improvements are computed using the straight-line method over the shorter of the estimateduseful lives of the related assets or the lease term. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accountsand any resulting gains or losses are reflected in other income (expense) for the year. Expenditures for maintenance and repairs are charged to expense asincurred. Intangible Assets The Company capitalizes the fair value of intangible assets acquired in business combinations. The Company performs valuations of assets acquired andliabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respectivenet tangible and intangible assets. Acquired intangible assets include trade names, non-compete agreements, customer relationships and contractualagreements. Goodwill The Company tests goodwill for impairment on an annual basis, or when events or circumstances indicate the fair value of a reporting unit is below itscarrying value. Our goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in business combinations. The goodwillgenerated from the business combinations is primarily related to the value placed on the employee workforce and expected synergies. Judgment is involvedin determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others, a significant declinein expected future cash flows, a significant adverse change in the business climate, and unforeseen competition. There was no goodwill impairment for theyears presented. Long-Lived Assets Long-lived assets such as property and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicatethat the carrying amount may not be recoverable. There were no impairments of long lived assets for the years presented. Advertising and Marketing The Company uses advertising and marketing to promote its services. Advertising and marketing costs are expensed as incurred. Advertising and marketingexpense was $859,191 and $119,867 for the years ended December 31, 2018 and 2017, respectively. 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 sharesoutstanding during the period. Diluted net loss per common share is determined using the weighted-average of common shares outstanding during the period,adjusted for the dilutive effect of common stock equivalents, consisting of the conversion option embedded in convertible debt. The weighted-averagenumber of common shares outstanding excludes common stock equivalents because their inclusion would have an anti-dilutive effect. Income Taxes IMAC Management, IMAC Texas, and IMAC Nashville are limited liability companies and are taxed as partnerships. IMAC Holdings was taxed as apartnership through May 31, 2018. As a result, income tax liabilities are passed through to the individual members. Accordingly, no provision for incometaxes were reflected in the consolidated financial statements for periods prior to May 31, 2018 at which time the Company converted from a Limited LiabilityCompany to a Delaware Corporation. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At December 31, 2018 and 2017, theCompany had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements,changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2016 are open and subject to examination by the taxing authorities. 44 Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying theTest for Goodwill Impairment”. This update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.Under this updated standard, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fairvalue, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity also should consider income taxeffects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if any. This guidance iseffective prospectively and is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company doesnot expect the adoption of this guidance to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability,initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost,calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscalyears beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process ofcollecting data and designing processes and controls to account for its leases in accordance with the new guidance. The Company expect that the adoption ofASU 2016-02 will result in the recognition of right of use assets and related obligations on our consolidated financial statements. Note 3 – Capital Requirements, Liquidity and Going Concern Considerations The Company’s consolidated financial statements are prepared in accordance with GAAP including the assumption of a going concern basis, whichcontemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidatedfinancial statements, the Company has sustained substantial losses from operations since inception and has a deficiency in working capital of approximately$13.1 million at December 31, 2018. The Company had a net loss of approximately $3.7 million and used cash of $1.8 million in its operations. TheCompany expects to continue to incur significant expenditures to develop and expand its owned and managed outpatient medical clinics. Management recognizes that the Company must obtain additional resources to successfully integrate its acquired and managed clinics and implement itsbusiness plans. To date, the Company has received funding in the form of indebtedness. Subsequent to December 31, 2018, the Company completed aninitial public offering of 850,000 units, in which the Company received aggregate gross proceeds of approximately $4.3 million and extinguished liabilitiesof approximately $7.2 million. Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2019 andbeyond. However, no assurances can be given that the Company will be successful. If management is not able to timely and successfully raise additionalcapital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materiallyaffected. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amountsand classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Note 4 – Concentration of Credit Risks Cash The Company maintains its cash in accounts at financial institutions, which may, at times, exceed federally-insured limits of $250,000. The Company has notexperienced any losses on such accounts and does not feel it is exposed to any significant risk with respect to cash. Revenue and Accounts Receivable The Company had the following revenue and accounts receivable concentrations: December 31 2018 2017 % of Revenue % of AccountsReceivable % of Revenue % of AccountsReceivable Patient payment 54% 54% 50% 50%Medicare payment 20% 20% 25% 25%Insurance payment 26% 25% 25% 25% 45 Note 5 – Accounts Receivable Accounts receivable consisted of the following at December 31: December 31 2018 2017 Gross accounts receivable $314,185 $295,704 Less: allowance for doubtful accounts and contractualadjustments (10,555) (156,723)Accounts receivable, net $303,630 $138,981 Note 6 – Business Acquisitions During June 2018, the Company acquired two companies for an aggregate consideration of approximately $6.1 million, to be paid in equity. The operatingresults of these two companies have been included in the Company’s consolidated financial statements from their dates of acquisition. The Companyaccounted for the transactions as business combinations, and has allocated the purchase consideration to the net assets acquired based on estimated fairvalues. In addition, during June 2018, the Company acquired the non-controlling interest held in a majority-owned subsidiary for $300,000 to be paid in equity. During August 2018, the Company acquired two companies for an aggregate consideration of approximately $900,000, to be paid in cash and equity. Theoperating results of these two companies have been included in the Company’s consolidated financial statements from their dates of acquisition. TheCompany accounted for the transactions as business combinations, and has allocated the purchase consideration to the net assets acquired based on estimatedfair values. IMAC Kentucky On June 29, 2018, IMAC Management completed a merger of CMA of KY, which was merged into IMAC Management. Through this merger, IMACManagement has a long-term MSA to provide exclusive comprehensive management and related administrative services to IMAC Kentucky, an entityengaged in the practice of medicine through physicians and nurse practitioners. Under the MSA, the Company receives service fees based on the cost of theservices provided, plus a specified markup percentage, and a discretionary annual bonus. The Company has included the consolidated financial results of IMAC Kentucky in the consolidated financial statements from the date of acquisition. IMAC St. Louis On June 1, 2018 the Company acquired the remaining 64% membership interest in IMAC St. Louis not already owned, increasing the Company’s ownershipto 100%. IMAC St. Louis operates two (2) Ozzie Smith Centers in Missouri. Pursuant to the terms of a Unit Purchase Agreement, the Company agreed to paythe current owners, upon the closing of our IPO offering, an amount equal to 1.05 times the total collections from payments at the Centers on account ofregeneration-related services and associated products from the period from June 1, 2017 to May 31, 2018, or $1,490,632. The purchase consideration will bepayable in the form of shares of our common stock based on the price per share in the IPO offering. See Note 17. The Company has included the financial results of IMAC St. Louis in the consolidated financial statements from June 1, 2018, the date of acquisition. 46 IMAC Nashville Also, on June 1, 2018 the Company acquired the remaining 25% of the outstanding units of the limited liability company membership interests not alreadyowned by the Company in IMAC Nashville for $300,000 and will be payable in the form of shares of our common stock based on the price per share in theIPO. See Note 17. Advantage Therapy On August 1, the Company entered into an agreement to purchase all outstanding membership units of Advantage Therapy. The purchase price for theinterests was equal to the dollar amount represented by .7 times the total Collections from payments for service in the Company account from June 1, 2017 toMay 31, 2018, or approximately $892,000, of which $870,000 and $22,000 and will be payable in equity and cash, respectively. See Note 17. The Company has included the financial results of Advantage Therapy in the consolidated financial statements from August 1, 2018, the date of acquisition. BioFirma On August 1, 2018, the Company entered into an agreement to purchase 70% of all outstanding membership units of BioFirma LLC. The purchase price forthe interests was $1,000 paid in cash. BioFirma owns a trademark on NeoCyte, an umbilical cord-derived mononuclear cell product following FDA cGMPregulations. The Company has committed up to $1,000,000 of offering proceeds for further research and development of NeoCyte and other regenerativemedicine products. The Company has included the financial results of BioFirma in the consolidated financial statements from August 1, 2018, the date of acquisition. The following table summarizes the fair value of consideration paid and the allocation of purchase price to the fair value of net assets acquired for thebusiness acquisitions: IMAC Kentucky IMAC St. Louis AdvantageTherapy BioFirma Property & equipment $607,257 $- $18,647 $- Intangible Assets 4,224,113 264,000 37,000 1,429 Goodwill - 1,327,507 713,189 - Other assets 5,521 - 255,018 - Current liabilities (119,902) - (50,948) - Noncurrent liabilities (118,413) - (79,975) - Non-controlling interest - - - (429) $4,598,576 $1,591,507 $892,931 $1,000 The acquired businesses contributed revenues of $4,987,271 and losses of $251,861 to the Company from the periods acquired to December 31, 2018. Thefollowing unaudited pro forma summary presents consolidated information of the Company as if the business transactions had occurred on January 1, 2017: Pro forma year ended Pro forma year ended December 31, 2018 December 31, 2017 (unaudited) (unaudited) Revenue $10,490,906 $9,596,315 Loss $(4,567,942) $(2,187,530) 47 Note 7 – Property and Equipment Property and equipment consisted of the following at December 31: Estimated December 31 Useful Life in Years 2018 2017 Land and Building 40 $1,175,000 $- Leasehold improvements Shorter of asset or lease term 1,427,828 254,515 Equipment 1.5 - 7 1,180,093 354,171 Total property and equipment 3,782,921 608,686 Less: accumulated depreciation (449,283) (65,895)Total property and equipment, net $3,333,638 $542,791 In March 2018, the Company purchased real estate in Lexington Kentucky for the development of an IMAC facility for approximately $1.2 million. TheCompany funded the purchase with a note payable. See Note 11. Depreciation was $383,388 and $65,895 for the years ended December 31, 2018 and 2017, respectively. Note 8 – Intangibles Assets and Goodwill Intangible assets that were acquired in connection with the acquisition transactions (Note 6) during 2018: December 31, 2018 Estimated Accumulated Useful Life Cost Amortization Net Intangible assets: Management service agreement 20 years $4,224,113 $(211,206) $4,012,907 Non-compete agreements 301,000 (56,472) 244,528 Definite lived assets 3 years 4,525,113 (267,678) 4,257,435 Goodwill 2,042,125 - 2,042,125 Total intangible assets and goodwill $6,567,238 $(267,678) $6,299,560 Estimated future amortization of intangible assets is as follows: Years Ending December 31, 2019 $522,744 2020 522,744 2021 466,273 2022 422,411 2023 422,411 Thereafter 1,900,852 $4,257,435 48 Note 9 – Operating Leases The Company has certain cancelable and non-cancelable operating leases for facilities used in the treatment of patients, which expire on various datesthrough 2027. Certain leases contain renewal options. Rent expense for these operating leases was $603,712 and $191,758 during the years ended December 31, 2018 and 2017, respectively. The required future minimum lease payments under the remaining non-cancelable operating leases consists of the following at December 31, 2018: Years Ending December 31, Amount 2019 $855,140 2020 795,279 2021 643,481 2022 619,074 2023 611,571 Thereafter 1,007,603 Total $4,532,148 Note 10 – Lines of Credit IMAC St. Louis had a $150,000 line of credit with a financial institution that matured on November 15, 2018. The line bore interest at 4.25% per annum. Theline was secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $0 and $150,000 balance atDecember 31, 2018 and 2017, respectively. IMAC Nashville has a $150,000 line of credit with a financial institution that matured on October 15, 2018. The line bore interest at 6.50% per annum. Theline is secured by substantially all of the Company’s assets and personally guaranteed by the members. The LOC had a $150,000 and $25,000 balance atDecember 31, 2018 and 2017, respectively. The line of credit was repaid in February 2019. IMAC Kentucky has a $150,000 line of credit with a financial institution that matured on August 1, 2018. The line bears interest at 4.25% per annum. Theline was secured by substantially all of the IMAC Kentucky’s assets and personally guaranteed by the members. The LOC had a $150,000 and $100,000balance at December 31, 2018 and 2017, respectively. Advantage Therapy has a $100,000 line of credit with a financial institution that matures on November 20, 2020. The line bears interest at a variable ratewhich is currently 6.0% per annum. The line is secured by substantially all of IMAC Holding’s assets. The LOC had a $79,975 balance at December 31, 2018. 49 Note 11-Notes Payable December 31 2018 2017 Note payable to The Edward S. Bredniak Trust in the amount of up to $2,000,000. An existing notepayable with this entity in the amount of $379,676 has been combined into the new note payable.The note carries an interest rate of 10% per annum and all outstanding balances are due and payableupon the closing of an Initial Public Offering. See Note 17. $1,584,426 $414,084 Note payable to a financial institution in the amount of $200,000 dated November 15, 2017. Thenote requires 66 consecutive monthly installments of $2,652 including principal and interest at 5%,with a balloon payment of $60,000 which was paid on June 15, 2018. The note matures on May 15,2023, and is secured by the personal guarantees of the Company’s members. 125,670 200,000 Convertible notes interest accrued at 4%, and converted to common stock upon the closing of theInitial Public Offering. See Note 17. The notes may be converted to equity at or prior to maturity at a20% discount to the per share price of a sale of equity securities. At the time of issuance of theconvertible notes, the Company was unable to calculate the amount of a beneficial conversion(“BCF”) and related discount to be recorded until the occurrence of a Qualified Financing by theCompany. Once the Qualified Financing has occurred, the Company will recognize the BCF andrelated interest charge associated with the discount, and the BCF will be classified as a liability if itmeets the conditions for derivative treatment at the time of recognition. 1,540,000 - $1.2 million mortgage loan with a financial institution. The loan agreement is for 6-months andcarries an interest rate 3.35%. The loan matured in 2018 and was extended to 2019. It is currentlyinterest only and is now on a month to month basis. 1,232,500 - Note payable to a financial institution in the amount of $131,400 dated August 1, 2016. The noterequires 120 monthly installments of $1,394 including principal and interest at 5%. The notematures on July 1, 2026, and is secured by a letter of credit. 105,374 - Note payable to a financial institution in the amount of $200,000 dated May 4, 2016. The noterequires 60 monthly installments of $3,881 including principal and interest at 4.25%. The notematures on May 4, 2021, and is secured by the equipment and personal guarantees of the Company’smembers. 106,778 - Note payable to an employee in the amount of $101,906 dated March 8, 2017. The note requires 5annual installments of $23,350 including principal and interest at 5%. The note matures onDecember 31 2021, and is unsecured. 60,000 - Note payable to a financial institution in the amount of $133,555 dated September 17, 2014. Thenote requires 60 monthly installments of $2,475 including principal and interest at 4.25%. The notematures on September 17, 2019. 21,845 - 4,776,593 614,084 Less: current portion: (4,459,302) (157,932) $317,291 $456,152 50 Principal maturities of notes payable are as follows at December 31, 2018: Years Ending December 31, Amount 2019 $4,459,302 2020 104,434 2021 100,967 2022 43,935 2023 27,503 Thereafter 40,452 Total $4,776,593 Note 12 – Related Party Transactions From time to time, the Company advances funds to, and receives funds from, entities with common ownership. At December 31, 2018 and 2017 the amountsowed to related parties were $0 and $95,501, respectively. The Company contracts with SpeakLife to provide staff training and patient advocacy services for $99,000 per year. SpeakLife is owned by the Company’sExecutive Vice President of Clinical Operations. This contract was terminated June 30, 2018. The Company contracts with UCI to provide marketing services to chiropractic practitioners and sources opportunities to expand chiropractic practices intoregenerative medicine for $144,000 per year. UCI is owned by the spouse of the Company’s Chief Operations Officer. This contract was terminated June 30,2018. Note 13 – Shareholders’ Equity Prior to the Company’s conversion to a corporation, the Company had 400 member units authorized with 365 units issued and outstanding. On June 1, 2018, the Company converted its 365 outstanding member units into 6,582,737 shares of common stock with a $0.001 par value. The conversionhas been given retrospective treatment. During 2016, the Company issued 2,524,885 shares of common stock for cash in the amount of $1,350,000, and 360,698 shares of common stock for servicesvalued at $150,000. During 2017, the Company issued 90,174 shares of common stock for services valued at $37,500. The Company also has entered into certain agreements which may entitle or require the Company to settle its obligations through the issuance of commonstock. See Note 17. Note 14 – Retirement Plan The Company offers a 401(k) plan that covers eligible employees. The plan provides for voluntary salary deferrals for eligible employees. Additionally, theCompany is required to make matching contributions of 50% of up to 6 % of total compensation for those employees making salary deferrals. The Companymade contributions of $39,115 and $13,379 during 2018 and 2017, respectively. Note 15 – Income Taxes The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for incometaxes. The sources and tax effects of the differences are as follows: Deferred tax benefit at the federal statutory rate 21%Valuation allowance -21% 0% At December 31, 2018, the Company has a net operating loss carryforward of approximately $3.7 million for Federal and state purposes. This loss will beavailable to offset future taxable income. If not used, this carryforward will begin to expire in 2029. The deferred tax asset relating to the operating losscarryforward has been fully reserved at December 31, 2018. The principal differences between the operating loss for income tax purposes and reportingpurposes are shares issued for services and share-based compensation and a temporary difference in depreciation expense. 51 Note 16 – Commitments and Contingencies In connection with the acquisition transactions (Note 6), the Company has committed to fund these transactions using a combination of cash and shares ofcommon stock. In addition, in connection with an agreement with a consultant to provide strategic advisory services, the Company has committed to pay a monthly fee, inaddition to a contingent fee payable in shares of common stock upon the effectiveness of a registration statement. The Company is subject to extensive regulation, including health insurance regulations directed at ascertaining the appropriateness of reimbursement,preventing fraud and abuse and otherwise regulating reimbursement. To ensure compliance, various insurance providers often conduct audits and requestpatient records and other documents to support claims submitted by the Company for payment of services rendered to customers. In the event that an auditresults in discrepancies in the records provided, insurance providers may be entitled to extrapolate the results of the audit to make overpayment demandsbased on a wider population of claims than those examined in the audit. The Company is subject to threatened and asserted various legal proceedings in the ordinary course of business. The outcome of any legal proceeding is notwithin the Company’s complete control, it is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associatedwith any legal proceedings or other loss contingencies are very complex and require the analysis of many factors including assumptions about potentialactions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded asliabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss isreasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range isrecorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the financial statements. In February 2019, the Company was made aware of a lawsuit involving a contract dispute with BioFirma. Management believes the ultimate resolution ofthis matter will not have a material impact on the Company’s financial condition or results of operations. Note 17 – Subsequent Events During February 2019, the Company completed an initial public offering of securities and issued 850,000 shares of its common stock, along with 1,700,000warrants to purchase common stock and an option to purchase 34,000 shares of common stock for gross proceeds of $4,356,815. The Company also issued445,559 shares of common stock upon conversion of its convertible notes. On April 1, 2019, the Company entered into an agreement for the acquisition of ISDI Holdings Inc., an Illinois holding company of a practice managementgroup that manages three clinics in the Chicago, Illinois area. The acquisition, which is subject to certain closing conditions precedent, is expected to closeduring the second quarter of 2019. In connection with the acquisition, the Company will issue approximately 1,002,306 restricted shares of the Company’scommon stock as purchase price consideration. 52 ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A.CONTROLS AND PROCEDURES (1)Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities and ExchangeCommission Act of 1934 reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and ExchangeCommission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer andchief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls andprocedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achievingthe desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls andprocedures. As further discussed below, we carried out an evaluation, under the supervision and with the participation of our management, including our chiefexecutive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules13a-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 ofcertain 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 December 31, 2018. The material weaknesses relate to the absence of in-house accounting personnel with theability to properly account for complex transactions and a lack of separation of duties between accounting and other functions. We hired a consulting firm to advise on technical issues related to U.S. generally accepted accounting principles as related to the maintenance of ouraccounting books and records and the preparation of our consolidated financial statements. Although we are aware of the risks associated with not havingdedicated accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting functions withdedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvementwith additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessaryimprovements whenever they may be required. If our remedial measures are insufficient to address the material weakness, or if additional material weaknessesor significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements maycontain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this materialweakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable tomaintain compliance with applicable stock exchange listing requirements. (2)Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules13a-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 andchief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in InternalControl—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of itsinherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect tofinancial statement preparation and presentation. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), ourmanagement concluded that, because of certain material weaknesses in our internal control over financial reporting our disclosure controls and procedures asdefined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2018. (3)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) ofRules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, our internal control over financial reporting. ITEM 9B.OTHER INFORMATION None. 53 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The names and ages of our executive officers and directors, and their positions with us, are as follows: Name Age Position Jeffrey S. Ervin 41 Chief Executive Officer and Director Matthew C. Wallis, DC 45 Chief Operating Officer and Director Ian A. White, Ph.D. 44 Chief Scientific Officer D. Anthony Bond, CPA 57 Chief Financial Officer David Ellwanger 58 Director George Hampton 49 Director Dean Weiland 63 Director Jeffrey S. Ervin co-founded our company in March 2015 and serves as our Chief Executive Officer and a member of our Board of Directors. Mr.Ervin earned his M.B.A. from Vanderbilt University and has a history of working within strategic finance roles in the healthcare and high tech industries.Following his M.B.A., Mr. Ervin was the Senior Financial Analyst and Vice President of Finance for the Baptist Hospital System of Nashville from 2006 toSeptember 2011, responsible for sourcing and managing direct investments to satisfy pension obligations. After these five years, Mr. Ervin joinedMedicare.com parent Medx Publishing in October 2011 as the senior financial officer tasked with building administrative functions to satisfy rapid growth inthe CMS education sector. During this time through March 2015, Medicare.com earned INC. 500 recognition and he was instrumental in the acquisition ofMedicaid.com which was sold to United Healthcare Group. Mr. Ervin was also responsible for the disposition and ultimate sale of Medicare.com to eHealthInsurance. As our Chief Executive Officer and a director, Mr. Ervin leads the Board and manages our company. Mr. Ervin brings extensive healthcare servicesindustry knowledge and a deep background in growing early stage companies, mergers and acquisitions and capital market activities. His service as the ChiefExecutive Officer and a director creates a critical link between management and the Board. Matthew C. Wallis, DC co-founded our company in March 2015 and serves as our Chief Operating Officer and a member of our Board of Directors.Dr. Wallis established the first Integrated Medicine and Chiropractic (IMAC) Regeneration Center in August 2000 and has led the Paducah, Kentucky centersince then. Prior to establishing the first IMAC medical clinic, Dr. Wallis practiced as a licensed chiropractor in Kentucky. As our Chief Operating Officer, Dr.Wallis, has implemented consistent operating efficiencies for our sales, marketing and serviced delivery operations. Dr. Wallis received a Doctor ofChiropractic (DC) degree from Life University. Dr. Wallis’ 18 years of experience in the healthcare services industry, day-to-day operational leadership of our initial Paducah, Kentucky medicalclinic and in-depth knowledge of our company’s rehabilitative services make him well qualified as a member of the Board. Ian A. White, Ph.D. joined our company in August 2018 and serves as our Chief Scientific Officer. Dr. White most recently founded and continuesto serve as the President of BioFirma, LLC, a stem cell regenerative medicine research firm, of which we acquired an interest in August 2018. Prior tofounding BioFirma in March 2018, he worked at the University of Miami’s Miller School of Medicine – Interdisciplinary Stem Cell Institute from March2013 to March 2018, where he published research in the field of regenerative medicine with Dr. Joshua Hare, including a book chapter on the use ofmesenchymal stem cells in cardiology. Prior to his work at the University of Miami, Dr. White conducted research at the University of Georgia (February2009 to January 2013) on embryonic stem cells, at Harvard University (August 2000 to August 2002) on immune stem cell differentiation, and at DartmouthCollege (November 1999 to August 2000) on the genetics of gamete biology. Dr. White is considered an expert in the field of regenerative medicine with 20 years of experience working in tissue regeneration and stem cellbiology. Dr. White has published extensively in the field of stem cell biology, clinical stem cell applications and regenerative medicine. In 2016, he receivedan award for the “Best Manuscript” by the American Heart Association for his work highlighting the role of peripheral nerves in cardiac regeneration. Dr.White received a B.Sc. degree from Liverpool John Moores University and a M.Sc. degree from Liverpool School of Tropical Medicine, both in Liverpool,United Kingdom, and a Ph.D. in Physiology, Biophysics and Systems Biology from Cornell University at its Ansary Stem Cell Institute. 54 D. Anthony Bond, CPA joined our company in October 2017 and serves as our Chief Financial Officer. Mr. Bond served from 2012 to September2017 in senior financial capacities as an outside financial consultant with several healthcare organizations managing multi-state operations. From 2008 to2012, Mr. Bond served as a Group Chief Financial Officer for Symbion Surgery Centers, a company with 20 surgery center facilities and two hospitals. Mr.Bond received a B.A. degree in Accounting from Middle Tennessee State University and is a Certified Public Accountant. David Ellwanger joined our Board of Directors in February 2019. Mr. Ellwanger is currently the President of Health Plan Operations and SeniorVice President for Development of Intercede Health, a private managed care company, since January 2016. At Intercede Health, Mr. Ellwanger is involved inacquiring and building Medicare Advantage programs. From March 2014 to December 2015, Mr. Ellwanger was the President of Hospital Systems andPhysicians for Healthways, the largest population health company in the country at the time. From September 2001 to May 2006, Mr. Ellwanger was thePresident of HealthSpring, an HMO, PPO and Medicare Advantage plan provider. HealthSpring went public in February 2006 and was eventually sold toCIGNA. From April 1994 to July 1997, Mr. Ellwanger worked for InPhyNet Medical Management, where he ran multiple primary care clinics and PPOaccepting full risk capitation from insurance payors. InPhyNet went public in 1994 and was sold to MedPartners in 1996. Mr. Ellwanger began his healthcarecareer in 1985 with Partners National Health Plans, which eventually was merged into Aetna Health Plans. Mr. Ellwanger earned a B.B.A. degree in financeand financial management services from the University of Georgia. Mr. Ellwanger has more than 33 years of experience operating insurance companies, physician practices and hospitals. Using this experience, Mr.Ellwanger brings insight to the Board and, in particular, with regard to aligning incentives across constituents for long-term results. Additionally, Mr.Ellwanger was part of several management teams that took companies public, such as HealthSpring and InPhyNet Medical Management. Mr. Ellwanger’sexperience and expertise in relevant market areas make him well qualified as a member of the Board. George Hampton joined our Board of Directors in February 2019. Mr. Hampton has served as executive vice president of the primary care businessunit for Horizon Pharmaceuticals, a publicly-traded biopharmaceuticals company, since February 2016. Mr. Hampton leads Horizon Pharmaceuticals’forward-looking strategy and establishes operational goals for the business. From April 2015 to February 2016, he was the executive vice president, globalorphan business unit and international operations for Horizon Pharmaceuticals. From October 2008 to December 2014, Mr. Hampton served as a consultant toHorizon Pharmaceuticals focusing on preparing the company for the commercialization of its first product. Mr. Hampton has been involved in more than tenproduct launches in roles of increasing responsibility in sales, international marketing and operations at G.D. Searle (1992 to 2002), Abbott (now AbbVie)(2002 to 2005), and Amylin Pharmaceuticals (July 2007 to February 2009). Mr. Hampton earned a B.A. degree from Miami University in Oxford, Ohio. Mr. Hampton has more than 25 years of experience as a successful executive in the pharmaceutical and biotech field on both a national andinternational scale including specific expertise in the autoimmune, primary care, orthopedic, diabetes, anti-infectives and cardiovascular spaces, making hisinput invaluable to the Board’s discussions. Dean Weiland joined our Board of Directors in February 2019. Mr. Weiland served as a Director, President and Chief Executive Officer of CogentHealthcare, Inc., a privately-held healthcare company, from June 2013 until it was acquired by Sound Physicians in November 2014. Since November 2014,Mr. Weiland has been retired and serves on the board of VitaHeat, a privately-held company. Prior to Cogent, Mr. Weiland was a co-founder and served asChief Operating Officer of Renal Advantage Inc. from October 2005 to December 2012. Renal Advantage grew to become the third largest dialysis companyin the United States with 158 clinics in 19 states. Renal Advantage merged with Liberty Dialysis in 2010 and was acquired by Fresenius Medical Care in2012. In 2003, Mr. Weiland was a co-founder of The Work Institute and served as its Chief Executive Officer until July 2005 when he left to form RenalAdvantage. From 2000 to 2003, Mr. Weiland was a co-founder of Cleartrack Information Network, a healthcare data company, and served as its ChiefOperating Officer from 1997 to 2000. Mr. Weiland served as Executive Vice President at MEDSTAT and the General Manager of Inforum, which weredivisions of Thomson Reuters, a public company and held senior positions at Aladdin Industries from 1994 to 1997, and Coventry Corporation from 1993 to1994. He began his career with Baxter Healthcare from 1977 to 1993, where he served as Vice President of New Business Initiatives for its Caremark division. Mr. Weiland’s in-depth knowledge of the healthcare market and the broad range of companies in the industry makes him well qualified as a memberof the Board. He also brings transactional expertise in establishing a multi-state chain of medical clinics. 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. TheEthics Code contains general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with applicablelaw, 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 anysubstantive amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any director or executive officer, we will promptlydisclose the nature of the amendment or waiver on our website at https://ir.imacregeneration.com. 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 six members. 55 Director Independence Or common stock and warrants are listed for trading on The NASDAQ Capital Market. Under Nasdaq rules, independent directors must comprise amajority of a listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’saudit, compensation and nominating and governance committees must be independent. Under Nasdaq rules, a director will only qualify as an “independentdirector” 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 independentjudgment 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 consideredindependent 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 theaudit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory feefrom 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 uponinformation requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, ourboard of directors has determined that Messrs. Ellwanger, Hampton and Weiland, representing a majority of our directors, do not have any relationships thatwould 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-employeedirector has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including thebeneficial ownership of our capital stock by each non-employee director. Board Committees Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governancecommittee. Under Nasdaq rules, the membership of the audit committee is required to consist entirely of independent directors, subject to applicable phase-inperiods. 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 reportingprocesses and our internal controls over financial reporting; evaluates the independent public accounting firm’s qualifications, independence andperformance; engages and provides for the compensation of the independent public accounting firm; approves the retention of the independent publicaccounting firm to perform any proposed permissible non-audit services; reviews our consolidated financial statements; reviews our critical accountingpolicies and estimates and internal controls over financial reporting; and discusses with management and the independent registered public accounting firmthe results of the annual audit and the reviews of our quarterly consolidated financial statements. We believe that our audit committee members meet therequirements for financial literacy under the current requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. In addition, the board ofdirectors has determined that David Ellwanger is qualified as an audit committee financial expert within the meaning of SEC regulations. We have made thisdetermination based on information received by our board of directors, including questionnaires provided by the members of our audit committee. The auditcommittee is composed of Messrs. Ellwanger (Chairman), Hampton and Weiland. Compensation committee. In accordance with our compensation committee charter, our compensation committee reviews and recommends policiesrelating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant tocompensation of the Chief Executive Officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives andsetting compensation of these officers based on such evaluations. The compensation committee also administers the issuance of stock options and otherawards under our equity-based incentive plans. We believe that the composition of our compensation committee meets the requirements for independenceunder, and the functioning of our compensation committee complies with, any applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules andregulations. We intend to comply with future requirements to the extent they become applicable to us. The compensation committee is composed of Messrs.Hampton (Chairman) and Weiland. Nominating and governance committee. In accordance with our nominating and governance committee charter, our nominating and governancecommittee recommends to the board of directors nominees for election as directors, and meets as necessary to review director candidates and nominees forelection as directors; recommends members for each committee of the board; oversee corporate governance standards and compliance with applicable listingand regulatory requirements; develops and recommends to the board governance principles applicable to the company; and oversee the evaluation of theboard and its committees. 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 andregulations. We intend to comply with future requirements to the extent they become applicable to us. The nominating and governance committee iscomposed of Messrs. Weiland (Chairman) and Hampton. 56 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 amember of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors orcompensation 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 thatdirectors 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 extentpermitted by Delaware law. Any repeal of or modification to our certificate of incorporation and our bylaws may not adversely affect any right or protectionof 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 alsoprovide 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 tosecure 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 servicesto us, regardless of whether our bylaws permit such indemnification. We intend to enter into separate indemnification agreements with our directors and executive officers, in addition to the indemnification providedfor in our bylaws. These agreements, among other things, provide that we will indemnify our directors and executive officers for certain expenses (includingattorneys’ fees), judgments, fines, penalties and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of suchperson’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. Webelieve 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 discouragestockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigationagainst our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may beadversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnificationprovisions. There is no pending litigation or proceeding involving one of our directors or executive officers as to which indemnification is required orpermitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification. The 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 ofDirectors participate in our risk oversight assessment by receiving regular reports from members of senior management and the Company compliance officerappointed 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. TheAudit Committee oversees management of financial risks, as well as our policies with respect to risk assessment and risk management. The Nominating andGovernance Committee manages risks associated with the independence of our Board of Directors and potential conflicts of interest. Members of themanagement 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 ofDirectors at the next meeting of the Board of Directors, or sooner if deemed necessary. This enables our Board of Directors and its committees to effectivelycarry 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., 1605 Westgate Circle, Brentwood, Tennessee 37027and our telephone number is (844) 266-IMAC (4622). Our management will review all correspondence addressed to our Board of Directors, or any individualdirector, and forward all such communications to our Board of Directors or the appropriate director prior to the next regularly scheduled meeting of our Boardof Directors following the receipt of the communication, unless the corporate secretary decides the communication is more suitably directed to Companymanagement and forwards the communication to Company management. Our management will summarize all stockholder correspondence directed to ourBoard 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 therequest of any member of our Board of Directors. 57 Indebtedness of Directors and Executive Officers None of our directors or executive officers or their respective associates or affiliates is currently indebted to us. Compliance with Section 16(a) of the Exchange Act 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 ofownership 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 Section16(a) reports and written statements from executive officers and directors, for the year ended December 31, 2018, all required reports of executive officers,directors and holders of more than 10% of our equity securities were filed on time, except for any such reports which may have been filed late due toinadvertent administrative oversight. Family Relationships There are no family relationships among our directors and executive officers. ITEM 11.EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth summary compensation information for the following persons: (i) all persons serving as our principal executive officerduring the years ended December 31, 2018 and 2017, and (ii) our two other most highly compensated executive officers who received compensation duringthe years ended December 31, 2018 and 2017 of at least $100,000 and who were executive officers on December 31, 2018 and 2017. We refer to thesepersons as our “named executive officers” in this prospectus. The following table includes all compensation earned by the named executive officers for therespective period, regardless of whether such amounts were actually paid during the period: Name and Position Years Salary Bonus StockAwards OptionAwards Non-equityIncentivePlanCompensation Non-qualifiedDeferredCompensationEarnings All OtherCompensation Total Jeffrey S. Ervin, 2018 $177,500 — — — — — $24,000 $201,500 Chief Executive Officer 2017 $155,000 — — — — — 40,000 $195,000 Matthew C. Wallis, DC, 2018 $6,000 — — — — — — $6,000 Chief Operating Officer 2017 $6,000 — — — — — — $6,000 D. Anthony Bond, 2018 $209,484 — — — — — — $209,484 Chief Financial Officer (1) 2017 $26,754 — — — — — — $26,754 (1)Mr. Bond joined our company in October 2017. Employment Agreements We entered into employment agreements effective August 20, 2018 with Ian White, effective December 17, 2018 with D. Anthony Bond andeffective March 1, 2019 with each of Jeffrey Ervin and Matthew Wallis. The employment agreement with Mr. Bond extends for a term expiring on December31, 2020. The employment agreement with Dr. White extends for a term expiring on June 30, 2021. The employment agreements with Messrs. Ervin andWallis extend for a term expiring on February 28, 2023. Pursuant to these employment agreements, Messrs. Ervin, Bond, Wallis and White have agreed to devote substantially all of their business time,attention and ability, to our business as our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Scientific Officer,respectively. The employment agreements provide that Messrs. Ervin and Wallis will receive a base salary during the first year of the agreement at an annualrate of $240,000 and $240,000, respectively, for services rendered in such positions. Under the employment agreements for Messrs. Ervin and Wallis, theirannual base salaries will each be increased to $254,000, $267,000 and $280,000 during the second, third and fourth years of each agreement, respectively.Mr. Bond will receive a base salary at a rate of $175,000 per year through September 30, 2019 and at a rate of $185,000 per year for the period of October 1,2019 through December 31, 2020. Dr. White will receive a base salary at a rate of $120,000 per year through June 30, 2019, at a rate of $125,000 per yearfrom July 1, 2019 through June 30, 2019 and at a rate of $130,000 per year for the period of July 1, 2020 through June 30, 2021. In addition, each executivemay be entitled to receive, at the sole discretion of our board of directors, cash bonuses based on the executive meeting and exceeding performance goals ofthe company. Each executive is entitled to participate in our 2018 Incentive Compensation Plan. We have also agreed to pay or reimburse each executive upto $100 per month for the business use of his personal cell phone. In addition, Dr. White was eligible to receive a bonus of $30,000 in 2018 and retains 30%ownership of our subsidiary BioFirma, LLC. 58 The employment agreements also provide for termination by us upon death or disability of the executive (defined as three aggregate months ofincapacity 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. Inthe 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.We intend to obtain commitments for $1,000,000 key-man life insurance policies in respect of each of Messrs. Ervin and Wallis. In the event of a change of control of our company, Messrs. Ervin, Bond, Wallis and White may terminate their employment within six months aftersuch event and will be entitled to continue to be paid pursuant to the terms of their respective employment agreements. The employment agreements also contain covenants (a) restricting the executive from engaging in any activities competitive with our businessduring the terms of such employment agreements and one year thereafter, (b) prohibiting the executive from disclosure of confidential information regardingus at any time and (c) confirming that all intellectual property developed by the executive and relating to our business constitutes our sole and exclusiveproperty. Outstanding Equity Awards at December 31, 2018 No stock options or other equity awards were granted to any of our named executive officers during the year ended December 31, 2018, and no suchawards were outstanding as of such date. 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 ofcommon stock in May 2018, 1,000,000 shares of common stock (subject to certain adjustments) are reserved for issuance upon exercise of stock options andgrants 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 isauthorized to grant stock options and other equity awards thereunder to all eligible employees of our company, including non-employee consultants to ourcompany and directors. The Plan provides for the granting of “incentive stock options” (as defined in Section 422 of the Code), non-statutory stock options, stockappreciation rights, shares of restricted stock, restricted stock units, deferred stock, dividend equivalents, bonus stock and awards in lieu of cashcompensation, other stock-based awards and performance awards. Options may be granted under the Plan on such terms and at such prices as determined bythe 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 ourcommon 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 optionsmust 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 anddistribution. The compensation committee of the board has the authority to amend or terminate the Plan, provided that no amendment shall be made withoutstockholder approval if such stockholder approval is necessary to comply with any tax or regulatory requirement. Unless terminated sooner, the Plan willterminate ten years from its effective date. Equity Compensation Plan Summary The following table provides information as of December 31, 2018, relating to our equity compensation plan: Plan Category Number of Securities tobe Issued Upon Exerciseof Outstanding Options,Warrants and Rights Weighted-AverageExercise Price ofOutstanding Options Number of SecuritiesRemainingAvailable for FurtherIssuance UnderEquity CompensationPlans (ExcludingSecurities Reflected in the First Column) Equity compensation plan approved by security holders(1) — $— 1,000,000 Equity compensation plans not approved by security holders — $— — Total — $— 1,000,000 (1)Consists solely of the 2018 Incentive Compensation Plan. Director Compensation We intend to compensate each non-employee director through annual stock option grants and by paying a cash fee for each board of directors andcommittee meeting attended. Currently, our directors do not receive salaries or fees for serving on our board of directors, nor do they receive anycompensation for serving on committees. No compensation was paid to our directors in the years ended December 31, 2017 and 2018. Our board of directorswill review director compensation annually and adjust it according to then current market conditions and good business practices. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of April 11, 2019 regarding the beneficial ownership of our common stock by (i) each person we knowto be the beneficial owner of 5% or more of our common stock, (ii) each of our current executive officers, (iii) each of our directors, and (iv) all of our currentexecutive officers and directors as a group. Information with respect to beneficial ownership has been furnished by each director, executive officer or 5% ormore stockholder, as the case may be. The address for all executive officers and directors is c/o IMAC Holdings, Inc., 1605 Westgate Circle, Brentwood,Tennessee 37027. 59 Percentage of beneficial ownership in the table below is calculated based on 7,314,491 shares of common stock outstanding as of April 11, 2019.Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons whopossess sole or shared voting power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to theexercise of stock options, warrants or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of April 11,2019. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown asbeneficially owned by them. Name of Beneficial Owner SharesBeneficiallyOwned PercentageBeneficiallyOwned Jeffrey S. Ervin 261,700 3.6% Matthew C. Wallis, DC 2,151,604 29.4% Ian A. White, Ph.D. - * D. Anthony Bond, CPA - * David Ellwanger - * George Hampton(1) 6,438 * Dean Weiland(2) 29,268 * Edward S. Bredniak 2008 Grantor Retained Annuity Trust(3) 699,409 9.6% Edward S. Bredniak Exempt Trust(4) 699,413 9.6% Jason Brame 686,246 9.4% All directors and executive officers as a group (7 persons)(5) 2,449,010 33.4% *Less than 1% of outstanding shares. (1)Includes currently exercisable warrants to purchase 4,292 shares of common stock. (2)Includes currently exercisable warrants to purchase 19,512 shares of common stock. (3)The beneficiaries of the Edward S. Bredniak 2008 Grantor Retained Annuity Trust (Susan L. Bredniak, trustee) (the “GRAT”) are the grantor’s spouse anddescendants. The GRAT’s primary objective is to fund distributions to the grantor’s spouse and children. (4)The beneficiaries of the Edward S. Bredniak Exempt Trust (Susan L. Bredniak, trustee) (the “Exempt Trust”) are the grantor’s spouse and descendants.The Exempt Trust has the primary objective of funding distributions to the grantor’s grandchildren and later descendants. The GRAT and the ExemptTrust disclaim beneficial ownership of each other’s shares of common stock. The address of each trust described in footnotes (3) and (4) is 140 PearlStreet, Suite 100, Buffalo, NY 14202. (5)Includes currently exercisable warrants to purchase 23,804 shares of common stock. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDENPENDENCE Policies and Procedures for Transactions with Related Persons Our board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review and approvalor 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 amountinvolved exceeds $120,000, and (iii) a related person had or will have a direct or indirect material interest. Related person transactions include, withoutlimitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guaranteesof 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 theSecurities Act. We expect that the policy will provide that in any related person transaction, our audit committee and board of directors will consider all of theavailable material facts and circumstances of the transaction, including: the direct and indirect interests of the related persons; in the event the related personis 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’sindependence; the risks, costs and benefits of the transaction to us; and whether any alternative transactions or sources for comparable services or productsare available. After considering all such facts and circumstances, our audit committee and board of directors will determine whether approval or ratification ofthe related person transaction is in our best interests. For example, if our audit committee determines that the proposed terms of a related person transactionare reasonable and at least as favorable as could have been obtained from unrelated third parties, it will recommend to our board of directors that suchtransaction be approved or ratified. In addition, if a related person transaction will compromise the independence of one of our directors, our audit committeemay recommend that our board of directors reject the transaction if it could affect our ability to comply with securities laws and regulations or Nasdaq listingrequirements. Each transaction described in this section was entered into prior to the adoption of our audit committee charter and the foregoing policy proposal. 60 Corporate Conversion Effective June 1, 2018, we converted to a Delaware corporation and changed our name to IMAC Holdings, Inc. Prior to June 1, 2018, we were aKentucky limited liability company controlled by Matthew C. Wallis, DC, Jason Brame, DC, and Jeffrey S. Ervin. Upon the Corporate Conversion, all of ouroutstanding membership interests were exchanged on a proportional basis for shares of common stock of IMAC Holdings, Inc. Business Transactions Integrated Medicine and Chiropractic Regeneration Center PSC. Our wholly-owned subsidiary, IMAC Management Services, LLC, holds a long-term Management Services Agreement with Integrated Medicine and Chiropractic Regeneration Center PSC, a professional service corporation controlled byour co-founders Matthew C. Wallis, DC and Jason Brame, DC, which operates two IMAC Regeneration Centers in Kentucky. The Management ServicesAgreement is exclusive, extends through June 2048 and will automatically renew annually each year thereafter unless written notice is given within 180 daysprior to the completion of the extended term. On June 29, 2018, Clinic Management Associates, LLC, controlled by Drs. Wallis and Brame, merged with andinto our subsidiary IMAC Management Services, LLC. IMAC Management Services, LLC provides exclusive comprehensive management and relatedadministrative services to the IMAC Regeneration Centers under the Management Services Agreement. Pursuant to the merger agreement with ClinicManagement Associates, LLC, we agreed to pay cash or issue shares of our common stock having a value of $4,598,576 to its former owners. In August 2018,Drs. Wallis and Brame agreed to accept shares of our common stock upon the closing of our initial public offering, which was completed in February 2019, inlieu of any further payments for remaining consideration to be paid under the merger agreement. Under the Management Services Agreement, we will receiveservice fees based on the cost of the services we provide, plus a specified markup percentage, and a discretionary annual bonus. IMAC of St. Louis, LLC. We entered into a Unit Purchase Agreement with the equity owners of IMAC of St. Louis, LLC to acquire the remaining64% of the outstanding units of the limited liability company membership interests we did not already own. This entity, doing business as the Ozzie SmithCenter, operates two locations in Missouri. Pursuant to the terms of the Unit Purchase Agreement, we agreed to pay IMAC of St. Louis, LLC’s former ownersupon the closing our initial public offering, which was completed in February 2019, $1,000,000 in cash and the remainder in shares of common stock foraggregate consideration of $1,490,632. The former owners of IMAC of St. Louis, LLC received shares of our common stock upon the closing of our initialpublic offering in lieu of any further payments for remaining consideration to be paid under the Unit Purchase Agreement. The effective date of thetransaction was June 1, 2018. IMAC Regeneration Management of Nashville, LLC. We entered into a Unit Purchase Agreement with the equity owners of IMAC RegenerationManagement of Nashville, LLC to acquire the remaining 24% of the outstanding units of the limited liability company membership interests we did notalready own for $110,000 payable in shares of our common stock upon the closing our initial public offering, which was completed in February 2019, and$190,000 principal amount of 4% convertible notes (on the same terms as in our 2018 private placement described below). The effective date of thistransaction was June 1, 2018. IMAC Regeneration Management of Nashville, LLC, now our 100%-owned subsidiary, and IMAC Regeneration Center ofNashville, P.C. previously agreed to a long-term, exclusive management services agreement on November 1, 2016. Integrated Medicine and Chiropractic Regeneration Center PSC, IMAC Management Services, LLC, IMAC of St. Louis, LLC and IMACRegeneration Management of Nashville, LLC are related companies having common ownership with us and our controlling stockholders and have beenoperating together with us as a single group since 2015. BioFirma, LLC. On August 20, 2018, we acquired a 70% ownership position in BioFirma, LLC for $1,000 in cash. The acquisition of this entity wasnot considered significant as measured under specific financial tests of the SEC. BioFirma was formed to produce and commercialize NeoCyte, an umbilicalcord-derived mononuclear cell product following the FDA’s current Good Clinical Practices (or cGCPs) regulations. We intend to focus on further researchand product development of NeoCyte and other regenerative medicine products, including obtaining approvals, certifications or designations from the FDA.A portion of the funds for BioFirma will be used for the employment of Ian A. White, Ph.D., Chief Scientific Officer, for a three-year period, as well as forequipment and manufacturing of the product. When it is market-ready, we intend to sell the NeoCyte product at our IMAC Regeneration Centers and othermedical clinics. 61 Related Party Transactions Integrated Medicine and Chiropractic Regeneration Center PSC advanced monies to and leased real estate from OLM, a related company. OLM is avariable interest entity, formed by Jason Brame DC, a founding member of our company, and the spouse of Matthew C. Wallis, DC, our Chief OperatingOfficer and director, to purchase real estate for expansion of the Kentucky medical clinic. In 2017, OLM decided to not develop the real estate, which wassold. Integrated Medicine and Chiropractic Regeneration Center PSC sustained the loss related to the real estate sale. The financial statements of OLM havenot been included in our consolidated financial statements since Integrated Medicine and Chiropractic Regeneration Center PSC was deemed the primarybeneficiary of OLM. During the last two completed fiscal years, we contracted with SpeakLife to provide staff training and patient advocacy services for $99,000 peryear. SpeakLife is owned by Mr. Brame. This contract was terminated on September 30, 2018. During the last two completed fiscal years, we contracted with UCI to provide marketing services to chiropractic practitioners and sourceopportunities to expand chiropractic practices into regenerative medicine for $144,000 per year. UCI is owned by the spouse of Dr. Wallis. This contract wasterminated on September 30, 2018. We have a note payable to the Edward S. Bredniak Revocable Trust, the trustee of which is Edward S. Bredniak, a former director of our company, inthe amount of $500,000 dated December 1, 2016. The note requires 36 monthly installments of $8,534 including principal and interest. The interest rate isfixed at 5% per annum. The note matures and has a balloon payment of $250,000 on December 31, 2019, and is secured by the personal guarantees of ourformer members. The proceeds of the note were used to secure our medical clinic lease in Chesterfield, Missouri. On June 1, 2018, we entered into a note payable to the Edward S. Bredniak Revocable Trust in the amount of up to $2,000,000. An existing notepayable with this entity with an outstanding balance of $379,675.60 was combined into the new note payable. The note carries an interest rate of 10% perannum and all outstanding balances are due and payable 13 months after the closing of this offering. The proceeds of this note are being used to satisfyongoing working capital needs, expenses related to the preparation for our initial public offering, equipment and construction costs related to new cliniclocations, and potential business combination and transaction expenses. See also “Management’s Discussion and Analysis of Financial Condition andResults of Operations – Liquidity and Capital Resources.” Indemnification Agreements We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and ourcertificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Director Independence Our Board of Directors has determined that Messrs. Ellwanger, Hampton and Weiland, representing a majority of our directors, are independentdirectors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence of our directors, the Board of Directorsconsidered all transactions in which the Company and any director had any interest, including those discussed above. The independent directors meet asoften as necessary to fulfill their responsibilities, including meeting at least twice annually in executive session without the presence of non-independentdirectors and management. ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES In 2018, the Board selected Daszkal Bolton LLP as its independent accountant to audit the registrant’s financial statements. Since they were retained, therehave been (1) no disagreements between us and Daszkal Bolton LLP on any matters of accounting principle or practices, financial statement disclosure, orauditing scope or procedures and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. Daszkal Bolton LLP has notissued any reports on our financial statements during the previous two fiscal years that contained any adverse opinion or a disclaimer of opinion or werequalified or modified as to uncertainty, audit scope or accounting principle. In connection with the audit of the 2018 financial statements, we entered into anengagement agreement with Daszkal Bolton LLP which sets forth the terms by which Daszkal Bolton LLP has performed audit and related professionalservices for us. 62 The following table sets forth the aggregate accounting fees paid by us for the year ended December 31, 2018 and the year ended December 31, 2017. Thebelow fees were paid to the firm Daszkal Bolton LLP. All non-audit related services in the table were pre-approved and/or ratified by the Board of Directorsprior to our initial public offering or the Audit Committee of our Board of Directors following our initial public offering. Year Ended Year Ended Type of Fees December 31, 2018 December 31, 2017 Audit Fees $95,167 15,000 Audit Related Fees 29,300 - Tax Fees 20,888 Public Offering Related Fees 34,006 All Other Fees - 2,464 Total $179,631 17,464 Types of Fees Explanation Audit Fees. Audit fees were incurred for accounting services rendered for the audit of our consolidated financial statements for the year ended December 31,2018 and reviews of quarterly consolidated financial statements. Public Offering Related Fees. We incurred fees in connection with accounting review of our registration statement which was prepared for our initial publicoffering. 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 principalaccountants 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, theAudit Committee has established procedures by which the Chairman of the Audit Committee may pre-approve such services provided that the pre-approval isdetailed 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 atits next regularly scheduled meeting. The audit committee has considered the services provided by Daszkal Bolton LLP as disclosed above in the captions “audit fees” and “tax fees” and hasconcluded that such services are compatible with the independence of Daszkal Bolton LLP as our principal accountant. Our Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelatedto the audit is compatible with maintaining our independent auditors’ independence. 63 PART IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES ExhibitNumber Description 2.1 Agreement and Plan of Merger, dates as of April 1, 2019, by and among IMAC Holdings Inc., IMAC Management of Illinois, LLC, ISDIHoldings Inc. and Jason Hui (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2019 andincorporated herein by reference). 3.1 Certificate of Incorporation of IMAC Holdings, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with theSEC on September 17, 2018 and incorporated herein by reference). 3.2 Certificate of Amendment to the Certificate of Incorporation of IMAC Holdings, Inc. (filed as Exhibit 3.2 to the Company’s RegistrationStatement on Form S-1/A filed with the SEC on December 10, 2018 and incorporated herein by reference). 3.3 Bylaws of IMAC Holdings, Inc. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September17, 2018 and incorporated herein by reference). 4.1 Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC onSeptember 17, 2018 and incorporated herein by reference). 4.2 Form of Common Stock Warrant certificate (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC onDecember 3, 2018 and incorporated herein by reference). 4.3 Form of Warrant Agency Agreement between IMAC Holdings, Inc. and Equity Stock Transfer, LLC (filed as Exhibit 4.3 to the Company’sRegistration Statement on Form S-1/A filed with the SEC on December 3, 2018 and incorporated herein by reference). 4.4 Form of Underwriters’ Unit Purchase Option (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A filed with the SECon February 8, 2019 and incorporated herein by reference). 10.1† 2018 Incentive Compensation Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC onSeptember 17, 2018 and incorporated herein by reference). 10.2 Form of Indemnification Agreement (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC onSeptember 17, 2018 and incorporated herein by reference). 10.3 Form of Securities Purchase Agreement between IMAC Holdings, LLC and investors listed therein (filed as Exhibit 10.3 to the Company’sRegistration Statement on Form S-1 filed with the SEC on September 17, 2018 and incorporated herein by reference). 10.4 Management Services Agreement between IMAC Holdings, LLC and Integrated Medicine and Chiropractic Regeneration Center PSC (filed asExhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 17, 2018 and incorporated herein byreference). 10.5 Unit Purchase Agreement among IMAC Holdings, Inc., IMAC of St. Louis, LLC and certain unitholders of IMAC of St. Louis LLC (filed asExhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 17, 2018 and incorporated herein byreference). 10.6 Promissory Note for $1,232,500, dated March 29, 2018, to Independence Bank of Kentucky (filed as Exhibit 10.9 to the Company’sRegistration Statement on Form S-1 filed with the SEC on September 17, 2018 and incorporated herein by reference). 10.7 Commercial Line of Credit Agreement, dated May 1, 2018, between Integrated Medicine and Chiropractic Regeneration Center of St. Louis,LLC and Independence Bank of Kentucky (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC onSeptember 17, 2018 and incorporated herein by reference). 10.8 Promissory Note for $2,000,000, dated June 1, 2018, to Edward S. Bredniak Revocable Trust U/A Dated August 14, 2015 (filed as Exhibit10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 17, 2018 and incorporated herein by reference). 10.9 Merger Agreement with Clinic Management Associates, LLC (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1filed with the SEC on December 3, 2018 and incorporated herein by reference). 10.10 Unit Purchase Agreement for Advantage Hand Therapy (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed withthe SEC on December 3, 2018 and incorporated herein by reference). 64 10.11 Addendum to Merger Agreement with Clinic Management Associates, LLC (filed as Exhibit 10.18 to the Company’s Registration Statementon Form S-1 filed with the SEC on October 26, 2018 and incorporated herein by reference). 10.12 Addendum to Unit Purchase Agreement among IMAC Holdings, Inc., IMAC of St. Louis, LLC and certain unitholders of IMAC of St. LouisLLC (filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 26, 2018 and incorporatedherein by reference). 10.13†* Employment Agreement, dated as of March 1, 2019, between IMAC Holdings, Inc. and Jeffrey S. Ervin. 10.14†* Employment Agreement, dated as of March 1, 2019, between IMAC Holdings, Inc. and Matthew C. Wallis. 10.15†* Employment Agreement, dated as of March 1, 2019, between IMAC Holdings, Inc. and Dwight Anthony Bond. 10.16†* Employment Agreement, dated as of March 1, 2019, between IMAC Holdings, Inc. and Ian White. 21.1 List of subsidiaries (filed as Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 17, 2018 andincorporated herein by reference). 14.1 Code of Ethics and Business Conduct (filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC onSeptember 17, 2018 and incorporated herein by reference). 14.2 Code of Ethics for the CEO and Senior Financial Officers (filed as Exhibit 14.2 to the Company’s Registration Statement on Form S-1 filedwith the SEC on September 17, 2018 and incorporated herein by reference). 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †Compensatory plan or agreement. *Filed herewith +The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities andExchange Commission and are not to be incorporated by reference into any filing of IMAC Holdings, Inc. under the Securities and Exchange Act of1933, as amended, or the Securities and Exchange Act of 1934, as amended, whether made before or after the date of this 10-K, irrespective of anygeneral incorporation language contained in such filings. All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notesthereto. ITEM 16.FORM 10-K SUMMARY None. 65 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. IMAC HOLDINGS, INC. Dated:April 16, 2019By:/s/ Jeffrey S. Ervin Name:Jeffrey S. Ervin Title:Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant andin the capacities and on the dates indicated: Name Title Date /s/ Jeffrey S. Ervin Director and Chief Executive Officer April 16, 2019Jeffrey S. Ervin (Principal Executive Officer) /s/ Dwight Anthony Bond Chief Financial Officer April 16, 2019Dwight Anthony Bond (Principal Financial and Accounting Officer) /s/ Matthew C. Wallis Director and Chief Operating Officer April 16, 2019Matthew C. Wallis /s/ David Ellwanger Director April 16, 2019David Ellwanger /s/ George Hampton Director April 16, 2019George Hampton /s/ Dean Weiland Director April 16, 2019Dean Weiland 66 Exhibit 10.13EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 1, 2019, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and the Executive identified onExhibit A attached hereto (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him,upon the terms and conditions herein set forth; and WHEREAS, the Executive desires to be employed by the Company upon such terms and conditions; NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to bebound, hereby agree as follows: 1. APPOINTMENT AND TERM Subject to the terms hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all inaccordance with the terms and conditions set forth herein, for a period commencing on the date hereof (the “Commencement Date”) and ending on the date(the “Expiration Date”) set forth in Exhibit A, unless the parties mutually agree in writing upon a later date. 2. DUTIES (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented byincapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his dutieshereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board ofDirectors of the Company (the “Board”), such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shalluse his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)be directly or indirectly engaged or concerned or interested in any other business activity, except through ownership of an interest of not more than 2% inany entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his dutieshereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable andprofessional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based in a city agreed upon with other management, with Brentwood, Tennessee, being the preference, except for requiredtravel on the Company’s business. 3. REMUNERATION (a) As compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at the annual rateset forth in Exhibit A. This amount shall be payable in equal periodic installments in accordance with the usual payroll practices of the Company. (b) Except as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additionalcompensation, remuneration or other payments from the Company. 4. FRINGE BENEFITS The Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered by the Companyto its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan. 5. VACATION The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays) during eachcontract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and theCompany. 6. REIMBURSEMENT FOR EXPENSES The Executive shall be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company inaccordance with practices and policies established by the Company. 7. TERMINATION (a) This Agreement shall terminate in accordance with the terms of Section 7(b) hereof; provided, however, that such termination shall not affect theobligations of the Executive pursuant to the terms of Sections 8 and 9. (b) This Agreement shall terminate on the Expiration Date; or as follows: (i) Upon the written notice to the Executive by the Company at any time, because of the willful and material malfeasance,dishonesty or habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s conviction of afelony, any crime involving moral turpitude (including, without limitation, sexual harassment) related to or affecting the performance of his duties or any actof fraud, embezzlement, theft or willful breach of fiduciary duty against the Company. 2 (ii) In the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of himhereunder for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate during any period of twelve(12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute underthis Section 7(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing near the Executive asselected by the Board, and reasonably acceptable to the Executive. (iii) In the event the Executive dies while employed pursuant hereto, on the day in which his death occurs. (c) If this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the date of terminationincluding, without limitation, the compensation and benefits described herein, except as set forth in Exhibit A. (d) In the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond the ExpirationDate, the Company agrees to provide Executive at least 360 days prior written notice of such determination, during which time the Executive will not berequired to perform any duties for the Company, and may seek alternative employment while still being employed by the Company. If such prior writtennotice is not given, this Agreement shall be automatically extended by one (I) year and the then effective annual base salary shall be increased by 4%. (e) If there is a Change of Control (as defined below), the Executive may terminate his employment at any time within six months after such Changeof Control and the Executive shall continue to be paid pursuant to this Agreement. A Change of Control shall be deemed to have occurred at such time as anyperson, other than the Company, its existing shareholders or any of its or their affiliates on the date hereof, purchases the “beneficial ownership” (as definedin Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the combined voting power of voting securities thenordinarily having the right to vote for directors of the Company. 8. CONFIDENTIAL INFORMATION (a) The Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter (i) print,publish, divulge or communicate to any person, firm, corporation or other business organization (except in connection with the Executive’s employmenthereunder) or use for his own account any secret or confidential information relating to the business of the Company (including, without limitation,information relating to any customers, suppliers, employees, products, services, formulae, technology, know-how, trade secrets or the like, financialinformation or plans) or any secret or confidential information relating to the affairs, dealings, projects and concerns of the Company, both past and planned(the “Confidential Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment with theCompany (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive), or (ii) take with him, upon terminationof his employment hereunder, any information in paper or document form or on any computer-readable media relating to the foregoing. The term“Confidential Information” does not include information which is or becomes generally available to the public other than as a result of disclosure by theExecutive or which is generally known in the medical claim processing and receivable financing business. The Executive further covenants and agrees thathe shall retain the Confidential Information received or obtained during such service in trust for the sole benefit of the Company or its successors and assigns. 3 (b) The term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any third partyunder an agreement including restrictions on disclosure known to the Executive. (c) In the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, theExecutive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waivecompliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliancewith the provisions of Section 8 of this Agreement, the Executive will :furnish only that portion of the Confidential Information which is legally required. 9. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION (a) The Executive shall not, anywhere within the United States, during his full term of employment under Section 1 hereof and for a period of one (1)year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof: without the prior written consent of the Company, directly orindirectly, and whether as principal, agent, officer, director, partner, employee, consultant, broker, dealer or otherwise, alone or in association with any otherperson, firm, corporation or other business organization, carry on, or be engaged, have an interest in or take part in, or render services to any person, firm,corporation or other business organization (other than the Company) engaged in a business which is competitive with all or part of the Business of theCompany. The term “Business of the Company” shall mean developing, providing and marketing technology and financial services that focus on productsand services related to processing claims by medical professionals and service providers for insurance reimbursement and the financing of receivables due tothem arising out of such claims. (b) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, endeavor to entice away from the Company any person who, at any time during thecontinuance of this Agreement, was an employee of the Company. (c) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, solicit or direct others to solicit, any of the Company’s customers or prospective customers(including, but not limited to, those customers or prospective customers with whom the Executive had a business relationship during his term ofemployment) for any purpose or for any activity which is competitive with all or part of the Business of the Company. 4 (d) It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are essential elementsof this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement.It is recognized by the Executive that the Company currently operates in, and may continue to expand its operations throughout, the geographical territoriesreferred to in Section 9(a) above. The Company and the Executive have independently consulted with their respective counsel and have been advised in allrespects concerning the reasonableness and propriety of such covenants. 10. REMEDIES (a) Without intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are of aspecial, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably or adequatelycompensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues after any applicable cureperiod, the Company shall be entitled to equitable relief by way of injunction or otherwise. (b) The covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be enforceable asaforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether based on this Agreement or otherwise.In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product/service or otherlimitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in any such jurisdiction to the maximum time,geographic, product/service or other limitations permitted by applicable law. 11. COMPLIANCE WITH OTHER AGREEMENTS The Executive represents and warrants to the Company that the execution of this Agreement by him and his performance of his obligationshereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the terminationof, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. 12. WAIVERS The waiver by the Company or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver ofany subsequent breach. 13. BINDING EFFECT; BENEFITS This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including any corporation or other business organization with which the Company may merge or consolidate or sell all or substantially all ofits assets. Insofar as the Executive is concerned, this contract, being personal, cannot be assigned. 5 14. NOTICES All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party asshall be specified by notice given pursuant hereto: (a) If to the Executive, to him at the address set forth in Exhibit A. and (b) If to the Company, to it at: IMAC Holdings, Inc.1605 Westgate CircleBrentwood, TN 37027Attention: Chief Executive Officer with a copy to: Olshan Frome Wolosky LLP1325 Avenue of the Americas, 15th FloorNew York, New York 10019Attention: Spencer G. Feldman, Esq. 15. MISCELLANEOUS (a) This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written,between the parties hereto with respect to the subject matter hereof This Agreement may not be changed, modified, extended or terminated except uponwritten amendment approved by the Board and executed by a duly authorized officer of the Company. (b) The Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals of handbooks orpersonnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies andprocedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or onbehalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no actsor practices of any nature, shall be construed to modify this Agreement or to create express or implied obligations of any nature to the Executive. 6 (c) The Company shall have no obligation actually to utilize the Executive’s services; if the Company elects not to use the Executive’s services atany time, the Company’s obligations to the Executive shall be satisfied, in all respects, by the payment to the Executive for the balance of the term of theExecutive’s employment under this Agreement, but for a minimum period of four (4) years, the compensation provided in Section 3, plus any other amountspayable to the Executive and the continuation of benefits under Section 4. During such remaining term of employment, the Executive will not be required toperform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate the terms of thisAgreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation of this Agreement. (d) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute oneand the same instrument. (e) All questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed inaccordance with the laws of the State of Tennessee, without regard to its conflict of law principles. (f) Any controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising from,out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration in Nashville, Tennessee, or the currentlocation of the corporate headquarters, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel ofnot less than three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and enforced in any courtof competent jurisdiction by either the Company or the Executive. 7 The parties indicate their acceptance of the foregoing arbitration requirement by initialing below: /s/ MW /s/ JEFor the Company Executive IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. IMAC HOLDINGS, INC. By:/s/ Matthew Wallis Name:Matthew Wallis Title:Chief Operating Officer EXECUTIVE /s/ Jeffrey Ervin Name: Jeffrey Ervin 8 EXHIBIT A TO THE EMPLOYMENT AGREEMENT,DATED AS OF MARCH 1, 2019,BETWEEN IMAC HOLDINGS, INC. AND JEFFREY ERVIN A. For Section 1: The date referred to in Section 1 shall be March 1, 2019. B. For Section 2: The position of the Executive referred to in Section 2 shall be Chief Executive Officer. C. For Section 3(a): The annual rate referred to in Section 3(a) shall be: Two Hundred Forty Thousand dollars ($240,000.00) for the period March 1, 2019 through February 27,2020; Two Hundred Fifty-Four Thousand dollars ($254,000.00) for the period February 28, 2020 through February 27, 2021; Two Hundred Sixty-SevenThousand dollars ($267,000.00) for the period February 28, 2021 through February 27, 2022; and Two Hundred Eighty Thousand dollars ($280,000.00) forthe period February 28, 2022 through February 28, 2023. The Board of Directors’ Compensation Committee has the right to amend the compensation at anytime. D. For Section 3(b): In addition to the compensation referred to in Section 3(a), the Company shall also pay to the Executive an annual cash bonus in an amount to be determinedby the Board based on the Executive meeting and exceeding mutually agreed upon performance goals for the Company. The Executive shall be reimbursedup to $100 per month for the business use of his personal cell phone. A stock option award in an amount determined by the board will be granted uponadoption of the incentive stock option plan. E. For Section 4: The Health Insurance and Other Company Paid Fringe Benefits for the Executive shall include: Up to a $500 per month reimbursement for health insurance, which will terminate upon the adoption of a company-wide health insurance policy. Standardeligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance requirements. F. For Section 5: The length of vacation referred to in Section 5 shall be four (4) weeks. Vacation not taken during any calendar year may be carried forward as follows: up toone (1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week may be carried forward cumulatively. 9 G. For Sections 7 and 15(c): In the case of termination pursuant to Section 7(b)(ii), the Executive will receive his then current salary until such time as payments begin under anydisability insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination pursuant to Section 7(b)(iii), theExecutive’s spouse will continue to receive Executive’s then current salary for a period of six (6) months and the Executive’s spouse will continue to receiveCompany-paid individual health insurance benefits for the lesser of five (5) years or until the spouse re-marries or reaches age 65. In the case of terminationpursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, his heirs or assignees may elect to have any, or all, stock options, warrants or other grants underthe Company’s Incentive Compensation Plans to become immediately exercisable. H. For Section 14: The address of the Executive referred to in Section 14 shall be: 10 Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 1, 2019, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and the Executive identified onExhibit A attached hereto (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him,upon the terms and conditions herein set forth; and WHEREAS, the Executive desires to be employed by the Company upon such terms and conditions; NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to bebound, hereby agree as follows: 1. APPOINTMENT AND TERM Subject to the terms hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all inaccordance with the terms and conditions set forth herein, for a period commencing on the date hereof (the “Commencement Date”) and ending on the date(the “Expiration Date”) set forth in Exhibit A, unless the parties mutually agree in writing upon a later date. 2. DUTIES (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented byincapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his dutieshereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board ofDirectors of the Company (the “Board”), such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shalluse his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)be directly or indirectly engaged or concerned or interested in any other business activity, except through ownership of an interest of not more than 2% inany entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his dutieshereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable andprofessional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based in a city agreed upon with other management, with Paducah, Kentucky, being the preference, except for requiredtravel on the Company’s business. 3. REMUNERATION (a) As compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at the annual rateset forth in Exhibit A. This amount shall be payable in equal periodic installments in accordance with the usual payroll practices of the Company. (b) Except as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additionalcompensation, remuneration or other payments from the Company. 4. FRINGE BENEFITS The Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered by the Companyto its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan. 5. VACATION The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays) during eachcontract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and theCompany. 6. REIMBURSEMENT FOR EXPENSES The Executive shall be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company inaccordance with practices and policies established by the Company. 7. TERMINATION (a) This Agreement shall terminate in accordance with the terms of Section 7(b) hereof; provided, however, that such termination shall not affect theobligations of the Executive pursuant to the terms of Sections 8 and 9. (b) This Agreement shall terminate on the Expiration Date; or as follows: (i) Upon the written notice to the Executive by the Company at any time, because of the willful and material malfeasance,dishonesty or habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s conviction of afelony, any crime involving moral turpitude (including, without limitation, sexual harassment) related to or affecting the performance of his duties or any actof fraud, embezzlement, theft or willful breach of fiduciary duty against the Company. 2 (ii) In the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of himhereunder for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate during any period of twelve(12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute underthis Section 7(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing near the Executive asselected by the Board, and reasonably acceptable to the Executive. (iii) In the event the Executive dies while employed pursuant hereto, on the day in which his death occurs. (c) If this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the date of terminationincluding, without limitation, the compensation and benefits described herein, except as set forth in Exhibit A. (d) In the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond the ExpirationDate, the Company agrees to provide Executive at least 180 days prior written notice of such determination, during which time the Executive will not berequired to perform any duties for the Company, and may seek alternative employment while still being employed by the Company. If such prior writtennotice is not given, this Agreement shall be automatically extended by one (I) year and the then effective annual base salary shall be increased by 4%. (e) If there is a Change of Control (as defined below), the Executive may terminate his employment at any time within six months after such Changeof Control and the Executive shall continue to be paid pursuant to this Agreement. A Change of Control shall be deemed to have occurred at such time as anyperson, other than the Company, its existing shareholders or any of its or their affiliates on the date hereof, purchases the “beneficial ownership” (as definedin Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the combined voting power of voting securities thenordinarily having the right to vote for directors of the Company. 8. CONFIDENTIAL INFORMATION (a) The Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter (i) print,publish, divulge or communicate to any person, firm, corporation or other business organization (except in connection with the Executive’s employmenthereunder) or use for his own account any secret or confidential information relating to the business of the Company (including, without limitation,information relating to any customers, suppliers, employees, products, services, formulae, technology, know-how, trade secrets or the like, financialinformation or plans) or any secret or confidential information relating to the affairs, dealings, projects and concerns of the Company, both past and planned(the “Confidential Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment with theCompany (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive), or (ii) take with him, upon terminationof his employment hereunder, any information in paper or document form or on any computer-readable media relating to the foregoing. The term“Confidential Information” does not include information which is or becomes generally available to the public other than as a result of disclosure by theExecutive or which is generally known in the medical claim processing and receivable financing business. The Executive further covenants and agrees thathe shall retain the Confidential Information received or obtained during such service in trust for the sole benefit of the Company or its successors and assigns. 3 (b) The term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any third partyunder an agreement including restrictions on disclosure known to the Executive. (c) In the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, theExecutive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waivecompliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliancewith the provisions of Section 8 of this Agreement, the Executive will :furnish only that portion of the Confidential Information which is legally required. 9. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION (a) The Executive shall not, anywhere within the United States, during his full term of employment under Section 1 hereof and for a period of one (1)year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof: without the prior written consent of the Company, directly orindirectly, and whether as principal, agent, officer, director, partner, employee, consultant, broker, dealer or otherwise, alone or in association with any otherperson, firm, corporation or other business organization, carry on, or be engaged, have an interest in or take part in, or render services to any person, firm,corporation or other business organization (other than the Company) engaged in a business which is competitive with all or part of the Business of theCompany. The term “Business of the Company” shall mean developing, providing and marketing technology and financial services that focus on productsand services related to processing claims by medical professionals and service providers for insurance reimbursement and the financing of receivables due tothem arising out of such claims. (b) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, endeavor to entice away from the Company any person who, at any time during thecontinuance of this Agreement, was an employee of the Company. (c) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, solicit or direct others to solicit, any of the Company’s customers or prospective customers(including, but not limited to, those customers or prospective customers with whom the Executive had a business relationship during his term ofemployment) for any purpose or for any activity which is competitive with all or part of the Business of the Company. 4 (d) It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are essential elementsof this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement.It is recognized by the Executive that the Company currently operates in, and may continue to expand its operations throughout, the geographical territoriesreferred to in Section 9(a) above. The Company and the Executive have independently consulted with their respective counsel and have been advised in allrespects concerning the reasonableness and propriety of such covenants. 10. REMEDIES (a) Without intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are of aspecial, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably or adequatelycompensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues after any applicable cureperiod, the Company shall be entitled to equitable relief by way of injunction or otherwise. (b) The covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be enforceable asaforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether based on this Agreement or otherwise.In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product/service or otherlimitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in any such jurisdiction to the maximum time,geographic, product/service or other limitations permitted by applicable law. 11. COMPLIANCE WITH OTHER AGREEMENTS The Executive represents and warrants to the Company that the execution of this Agreement by him and his performance of his obligationshereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the terminationof, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. 12. WAIVERS The waiver by the Company or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver ofany subsequent breach. 13. BINDING EFFECT; BENEFITS This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including any corporation or other business organization with which the Company may merge or consolidate or sell all or substantially all ofits assets. Insofar as the Executive is concerned, this contract, being personal, cannot be assigned. 5 14. NOTICES All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party asshall be specified by notice given pursuant hereto: (a) If to the Executive, to him at the address set forth in Exhibit A. and (b) If to the Company, to it at: IMAC Holdings, Inc.1605 Westgate CircleBrentwood, TN 37027Attention: Chief Executive Officer with a copy to: Olshan Frome Wolosky LLP1325 Avenue of the Americas, 15th FloorNew York, New York 10019Attention: Spencer G. Feldman, Esq. 15. MISCELLANEOUS (a) This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written,between the parties hereto with respect to the subject matter hereof This Agreement may not be changed, modified, extended or terminated except uponwritten amendment approved by the Board and executed by a duly authorized officer of the Company. (b) The Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals of handbooks orpersonnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies andprocedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or onbehalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no actsor practices of any nature, shall be construed to modify this Agreement or to create express or implied obligations of any nature to the Executive. 6 (c) The Company shall have no obligation actually to utilize the Executive’s services; if the Company elects not to use the Executive’s services atany time, the Company’s obligations to the Executive shall be satisfied, in all respects, by the payment to the Executive for the balance of the term of theExecutive’s employment under this Agreement, but for a minimum period of four (4) years, the compensation provided in Section 3, plus any other amountspayable to the Executive and the continuation of benefits under Section 4. During such remaining term of employment, the Executive will not be required toperform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate the terms of thisAgreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation of this Agreement. (d) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute oneand the same instrument. (e) All questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed inaccordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. (f) Any controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising from,out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration in Nashville, Tennessee, or the currentlocation of the corporate headquarters, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel ofnot less than three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and enforced in any courtof competent jurisdiction by either the Company or the Executive. 7 The parties indicate their acceptance of the foregoing arbitration requirement by initialing below: /s/ JE /s/ MWFor the Company Executive IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. IMAC HOLDINGS, INC. By:/s/ Jeffrey S. Ervin Name:Jeffrey S. Ervin Title:CEO EXECUTIVE /s/ Matthew Wallis Name: Matthew Wallis 8 EXHIBIT A TO THE EMPLOYMENT AGREEMENT,DATED AS OF MARCH 1, 2019,BETWEEN IMAC HOLDINGS, INC. AND DR. MATT WALLIS A. For Section 1: The date referred to in Section 1 shall be March 1, 2019. B. For Section 2: The position of the Executive referred to in Section 2 shall be Chief Operating Officer. C. For Section 3(a): The annual rate referred to in Section 3(a) shall be: Two Hundred Forty Thousand dollars ($240,000.00) for the period March 1, 2019 through February 27,2020; Two Hundred Fifty-Four Thousand dollars ($254,000.00) for the period February 28, 2020 through February 27, 2021; Two Hundred Sixty-SevenThousand dollars ($267,000.00) for the period February 28, 2021 through February 27, 2022; and Two Hundred Eighty Thousand dollars ($280,000.00) forthe period February 28, 2022 through February 28, 2023. The Board of Directors’ Compensation Committee has the right to amend the compensation at anytime. D. For Section 3(b): In addition to the compensation referred to in Section 3(a), the Company shall also pay to the Executive an annual cash bonus in an amount to be determinedby the Board based on the Executive meeting and exceeding mutually agreed upon performance goals for the Company. The Executive shall be reimbursedup to $100 per month for the business use of his personal cell phone. A stock option award in an amount determined by the board will be granted uponadoption of the incentive stock option plan. E. For Section 4: The Health Insurance and Other Company Paid Fringe Benefits for the Executive shall include: Up to a $500 per month reimbursement for health insurance, which will terminate upon the adoption of a company-wide health insurance policy. Standardeligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance requirements. F. For Section 5: The length of vacation referred to in Section 5 shall be four (4) weeks. Vacation not taken during any calendar year may be earned forward as follows: up toone (1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week may be carried forward cumulatively. 9 G. For Sections 7 and 15(c): In the case of termination pursuant to Section 7(b)(ii), the Executive will receive his then current salary until such time as payments begin under anydisability insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination pursuant to Section 7(b)(iii), theExecutive’s spouse will continue to receive Executive’s then current salary for a period of six (6) months and the Executive’s spouse will continue to receiveCompany-paid individual health insurance benefits for the lesser of five (5) years or until the spouse re-marries or reaches age 65. In the case of terminationpursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, his heirs or assignees may elect to have any, or all, stock options, warrants or other grants underthe Company’s Incentive Compensation Plans to become immediately exercisable. H. For Section 14: The address of the Executive referred to in Section 14 shall be: 10 Exhibit 10.15 EMPLOYMENT AGREEMENT AGREEMENT, dated as of December 17, 2018, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and the Executiveidentified on Exhibit A attached hereto (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him,upon the terms and conditions herein set forth; and WHEREAS, the Executive desires to be employed by the Company upon such terms and conditions; NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to bebound, hereby agree as follows: 1. APPOINTMENT AND TERM Subject to the terms hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all inaccordance with the terms and conditions set forth herein, for a period commencing on the date hereof (the “Commencement Date”) and ending on the date(the “Expiration Date”) set forth in Exhibit A, unless the parties mutually agree in writing upon a later date. 2. DUTIES (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented byincapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his dutieshereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board ofDirectors of the Company (the “Board”), such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shalluse his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)be directly or indirectly engaged or concerned or interested in any other business activity, except through ownership of an interest of not more than 2% inany entity that does not compete with the Company, provided it does not impair the ability of the Executive to discharge fully and faithfully his dutieshereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable andprofessional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based in a city agreed upon with other management, with the Nashville, Tennessee, metropolitan area being thepreference, except for required travel on the Company’s business. 3. REMUNERATION (a) As compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at the annual rateset forth in Exhibit A. This amount shall be payable in equal periodic installments in accordance with the usual payroll practices of the Company. (b) Except as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additionalcompensation, remuneration or other payments from the Company. 4. FRINGE BENEFITS The Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered by the Companyto its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan. 5. VACATION The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays) during eachcontract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and theCompany. 6. REIMBURSEMENT FOR EXPENSES The Executive shall be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company inaccordance with practices and policies established by the Company. 7. TERMINATION (a) This Agreement shall terminate in accordance with the terms of Section 7(b) hereof; provided, however, that such termination shall not affect theobligations of the Executive pursuant to the terms of Sections 8 and 9. (b) This Agreement shall terminate on the Expiration Date; or as follows: (i) Upon the written notice to the Executive by the Company at any time, because of the willful and material malfeasance,dishonesty or habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s conviction of afelony, any crime involving moral turpitude (including, without limitation, sexual harassment) related to or affecting the performance of his duties or any actof fraud, embezzlement, theft or willful breach of fiduciary duty against the Company. 2 (ii) In the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of himhereunder for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate during any period of twelve(12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute underthis Section 7(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing near the Executive asselected by the Board, and reasonably acceptable to the Executive. (iii) In the event the Executive dies while employed pursuant hereto, on the day in which his death occurs. (iv) Upon the written notice to Executive by the Company, for any or no reason, at any time. (c) If this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the date of terminationincluding, without limitation, the compensation and benefits described herein, except as set forth in Exhibit A. (d) In the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond the ExpirationDate, the Company agrees to provide Executive at least 90 days prior written notice of such determination, during which time the Executive will not berequired to perform any duties for the Company, and may seek alternative employment while still being employed by the Company. If such prior writtennotice is not given, this Agreement shall be automatically extended by one (I) year and the then effective annual base salary shall be increased by 4%. (e) If there is a Change of Control (as defined below), the Executive may terminate his employment at any time within six months after such Changeof Control and the Executive shall continue to be paid pursuant to this Agreement. A Change of Control shall be deemed to have occurred at such time as anyperson, other than the Company, its existing shareholders or any of its or their affiliates on the date hereof, purchases the “beneficial ownership” (as definedin Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the combined voting power of voting securities thenordinarily having the right to vote for directors of the Company. 8. CONFIDENTIAL INFORMATION (a) The Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter (i) print,publish, divulge or communicate to any person, firm, corporation or other business organization (except in connection with the Executive’s employmenthereunder) or use for his own account any secret or confidential information relating to the business of the Company (including, without limitation,information relating to any customers, suppliers, employees, products, services, formulae, technology, know-how, trade secrets or the like, financialinformation or plans) or any secret or confidential information relating to the affairs, dealings, projects and concerns of the Company, both past and planned(the “Confidential Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment with theCompany (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive), or (ii) take with him, upon terminationof his employment hereunder, any information in paper or document form or on any computer-readable media relating to the foregoing. The term“Confidential Information” does not include information which is or becomes generally available to the public other than as a result of disclosure by theExecutive or which is generally known in the medical claim processing and receivable financing business. The Executive further covenants and agrees thathe shall retain the Confidential Information received or obtained during such service in trust for the sole benefit of the Company or its successors and assigns. 3 (b) The term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any third partyunder an agreement including restrictions on disclosure known to the Executive. (c) In the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, theExecutive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waivecompliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliancewith the provisions of Section 8 of this Agreement, the Executive will :furnish only that portion of the Confidential Information which is legally required. 9. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION (a) The Executive shall not, anywhere within the United States, during his full term of employment under Section 1 hereof and for a period of one (1)year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof: without the prior written consent of the Company, directly orindirectly, and whether as principal, agent, officer, director, partner, employee, consultant, broker, dealer or otherwise, alone or in association with any otherperson, firm, corporation or other business organization, carry on, or be engaged, have an interest in or take part in, or render services to any person, firm,corporation or other business organization (other than the Company) engaged in a business which is competitive with all or part of the Business of theCompany. The term “Business of the Company” shall mean developing, providing and marketing technology and financial services that focus on productsand services related to processing claims by medical professionals and service providers for insurance reimbursement and the financing of receivables due tothem arising out of such claims. (b) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, endeavor to entice away from the Company any person who, at any time during thecontinuance of this Agreement, was an employee of the Company. (c) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, solicit or direct others to solicit, any of the Company’s customers or prospective customers(including, but not limited to, those customers or prospective customers with whom the Executive had a business relationship during his term ofemployment) for any purpose or for any activity which is competitive with all or part of the Business of the Company. 4 (d) It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are essential elementsof this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement.It is recognized by the Executive that the Company currently operates in, and may continue to expand its operations throughout, the geographical territoriesreferred to in Section 9(a) above. The Company and the Executive have independently consulted with their respective counsel and have been advised in allrespects concerning the reasonableness and propriety of such covenants. 10. REMEDIES (a) Without intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are of aspecial, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably or adequatelycompensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues after any applicable cureperiod, the Company shall be entitled to equitable relief by way of injunction or otherwise. (b) The covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be enforceable asaforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether based on this Agreement or otherwise.In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product/service or otherlimitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in any such jurisdiction to the maximum time,geographic, product/service or other limitations permitted by applicable law. 11. COMPLIANCE WITH OTHER AGREEMENTS The Executive represents and warrants to the Company that the execution of this Agreement by him and his performance of his obligationshereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the terminationof, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. 12. WAIVERS The waiver by the Company or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver ofany subsequent breach. 5 13. BINDING EFFECT; BENEFITS This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including any corporation or other business organization with which the Company may merge or consolidate or sell all or substantially all ofits assets. Insofar as the Executive is concerned, this contract, being personal, cannot be assigned. 14. NOTICES All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party asshall be specified by notice given pursuant hereto: (a) If to the Executive, to him at the address set forth in Exhibit A. and (b) If to the Company, to it at: IMAC Holdings, Inc.1605 Westgate CircleBrentwood, TN 37027Attention: Chief Executive Officer with a copy to: Olshan Frome Wolosky LLP1325 Avenue of the Americas, 15th FloorNew York, New York 10019Attention: Spencer G. Feldman, Esq. 15. MISCELLANEOUS (a) This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written,between the parties hereto with respect to the subject matter hereof This Agreement may not be changed, modified, extended or terminated except uponwritten amendment approved by the Board and executed by a duly authorized officer of the Company. (b) The Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals of handbooks orpersonnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies andprocedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or onbehalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no actsor practices of any nature, shall be construed to modify this Agreement or to create express or implied obligations of any nature to the Executive. 6 (c) The Company shall have no obligation actually to utilize the Executive’s services; if the Company elects not to use the Executive’s services atany time, the Company’s obligations to the Executive shall be satisfied, in all respects, by the payment to the Executive for the balance of the term of theExecutive’s employment under this Agreement, but for a minimum period of two (2) years, the compensation provided in Section 3, plus any other amountspayable to the Executive and the continuation of benefits under Section 4. During such remaining term of employment, the Executive will not be required toperform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate the terms of thisAgreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation of this Agreement. (d) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute oneand the same instrument. (e) All questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed inaccordance with the laws of the State of Tennessee, without regard to its conflict of law principles. (f) Any controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising from,out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration in Nashville, Tennessee, or the currentlocation of the corporate headquarters, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel ofnot less than three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and enforced in any courtof competent jurisdiction by either the Company or the Executive. 7 The parties indicate their acceptance of the foregoing arbitration requirement by initialing below: For the Company Executive IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. IMAC HOLDINGS, INC. By:/s/ Jeff Ervin Name:Jeff Ervin Title:CEO EXECUTIVE /s/ D. Anthony Bond D. Anthony Bond 8 EXHIBIT A TO THE EMPLOYMENT AGREEMENT,DATED AS OF DECEMBER 17, 2018,BETWEEN IMAC HOLDINGS, INC. AND ANTHONY BOND A. For Section 1: The date referred to in Section 1 shall be December 17, 2018. B. For Section 2: The position of the Executive referred to in Section 2 shall be Chief Financial Officer. C. For Section 3(a): The annual rate referred to in Section 3(a) shall be: One Hundred Sixty Thousand dollars ($175,000.00) for the period December 17, 2018 to September 30,2019; and One Hundred Seventy Thousand dollars ($185,000.00) for the period October 1, 2019 through December 31, 2020. D. For Section 3(b): In addition to the compensation referred to in Section 3(a), the Company shall also pay to the Executive a one-time bonus of $10,000.00 related to thecompletion of an equity raise greater than $7,000,000. Additionally, a $10,000.00 incentive will be paid by June 30, 2019 for a Q1 2019 net revenueimprovement of 200 bps from Q1 2018, provided that SEC required quarterly and annual filings are completed within federally imposed deadlines. An annual cash bonus up to 20% of base compensation in an amount to be determined by the Board based on the Executive meeting and exceeding mutuallyagreed upon performance goals for the Company. The Executive shall be reimbursed up to $100 per month for the business use of her personal cell phone. A stock option award of 30,000 shares will be granted upon adoption of the incentive stock option plan and an award of 20,000 shares will be granted at theone-year anniversary of the plan adoption date. E. For Section 4: The Health Insurance and Other Company Paid Fringe Benefits for the Executive shall include: A $500 per month reimbursement for health insurance, which will terminate upon the adoption of a company-wide health insurance policy. Standardeligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance requirements. 9 F. For Section 5: The length of vacation referred to in Section 5 shall be one (1) week per calendar quarter. Vacation not taken during any calendar year may be carried forwardas follows: up to one (1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week may be carried forwardcumulatively. G. For Sections 7 and 15(c): In the case of termination pursuant to Section 7(b)(ii), the Executive will receive her then current salary until such time as payments begin under anydisability insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination pursuant to Section 7(b)(iii), theExecutive’s spouse will continue to receive Executive’ s then current salary for a period of six (6) months and the Executive’s spouse will continue to receiveCompany-paid individual health insurance benefits for the lesser of ten ( I0) years or until the spouse re-marries or reaches age 65. In the case of terminationpursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, her heirs or assignees may elect to have any, or all, stock options, warrants or other grants underthe Company’s Incentive Compensation Plans to become immediately exercisable. H. For Section 14: The address of the Executive referred to in Section 14 shall be: 10 Exhibit 10.16 EMPLOYMENT AGREEMENT AGREEMENT, dated as of August 20, 2018, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and the Executive identifiedon Exhibit A attached hereto (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him,upon the terms and conditions herein set forth; and WHEREAS, the Executive desires to be employed by the Company upon such terms and conditions; NOW, THEREFORE, in consideration of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to bebound, hereby agree as follows: 1. APPOINTMENT AND TERM Subject to the terms hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all inaccordance with the terms and conditions set forth herein, for a period commencing on the date hereof (the “Commencement Date”) and ending on the date(the “Expiration Date”) set forth in Exhibit A, unless the parties mutually agree in writing upon a later date. 2. DUTIES (a) During the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented byincapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours to the discharge of his dutieshereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may be assigned to or vested in him by the Board ofDirectors of the Company (the “Board”), such duties to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shalluse his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) The Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)be directly or indirectly engaged or concerned or interested in any other business activity that competes with the Company. All other investments orengagements shall not impair the ability of the Executive to discharge fully and faithfully his duties hereunder. (c) Notwithstanding the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable andprofessional organizations. The Executive recognizes that his primary and paramount responsibility is to the Company. (d) The Executive shall be based in a city agreed upon with other management, with Miami, Florida, being the preference, except for required travelon the Company’s business. 3. REMUNERATION (a) As compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at the annual rateset forth in Exhibit A. This amount shall be payable in equal periodic installments in accordance with the usual payroll practices of the Company. (b) Except as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additionalcompensation, remuneration or other payments from the Company. 4. FRINGE BENEFITS The Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered by the Companyto its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan. 5. VACATION The Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays) during eachcontract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed between the Executive and theCompany. 6. REIMBURSEMENT FOR EXPENSES The Executive shall be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company inaccordance with practices and policies established by the Company. 7. TERMINATION (a) This Agreement shall terminate in accordance with the terms of Section 7(b) hereof; provided, however, that such termination shall not affect theobligations of the Executive pursuant to the terms of Sections 8 and 9. (b) This Agreement shall terminate on the Expiration Date; or as follows: (i) Upon the written notice to the Executive by the Company at any time, because of the willful and material malfeasance,dishonesty or habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s conviction of afelony, conviction of any crime involving moral turpitude (including, without limitation, sexual harassment) related to or affecting the performance of hisduties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against the Company. 2 (ii) In the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of hishereunder for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate during any period of twelve(12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute underthis Section 7(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing near the Executive asselected by the Board, and reasonably acceptable to the Executive. (iii) In the event the Executive dies while employed pursuant hereto, on the day in which his death occurs. (c) If this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the date of terminationincluding, without limitation, the compensation and benefits described herein, except as set forth in Exhibit A. (d) In the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond the ExpirationDate, the Company agrees to provide Executive at least 60 days prior written notice of such determination, during which time the Executive will not berequired to perform any duties for the Company, and may seek alternative employment while still being employed by the Company. (e) If there is a Change of Control (as defined below), the Executive may terminate his employment at any time within six months after such Changeof Control and the Executive shall continue to be paid pursuant to this Agreement. A Change of Control shall be deemed to have occurred at such time as anyperson, other than the Company, its existing shareholders or any of its or their affiliates on the date hereof, purchases the “beneficial ownership” (as definedin Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the combined voting power of voting securities thenordinarily having the right to vote for directors of the Company. 8. CONFIDENTIAL INFORMATION (a) The Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter (i) print,publish, divulge or communicate to any person, firm, corporation or other business organization (except m connection with the Executive’s employmenthereunder) or use for his own account any secret or confidential information relating to the business of the Company (including, without limitation,information relating to any customers, suppliers, employees, products, services, formulae, technology, know-how, trade secrets or the like, financialinformation or plans) or any secret or confidential information relating to the affairs, dealings, projects and concerns of the Company, both past and planned(the “Confidential Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment with theCompany (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive), or (ii) take with him, upon terminationof his employment hereunder, any information in paper or document form or on any computer-readable media relating to the foregoing. The term“Confidential Information” does not include information which is or becomes generally available to the public other than as a result of disclosure by theExecutive or which is generally known in the regenerative medicine business. The Executive further covenants and agrees that he shall retain theConfidential Information received or obtained during such service in trust for the sole benefit of the Company or its successors and assigns. 3 (b) The term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any third partyunder an agreement including restrictions on disclosure known to the Executive. (c) In the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, theExecutive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waivecompliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliancewith the provisions of Section 8 of this Agreement, the Executive will furnish only that portion of the Confidential Information which is legally required. 9. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION (a) The Executive shall not, anywhere within 15 miles of an IMAC Regeneration Center, during his full term of employment under Section 1 hereofand for a period of one (1) year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof, without the prior written consent of theCompany, directly or indirectly, and whether as principal, agent, officer, director, partner, employee, consultant, broker, dealer or otherwise, alone or inassociation with any other person, firm, corporation or other business organization, carry on, or be engaged, have an interest in or take part in, or renderservices to any person, firm, corporation or other business organization (other than the Company) engaged in a business which is competitive with all or partof the Business of the Company. The term “Business of the Company” shall mean delivering regenerative and physical medicine services. (b) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, endeavor to entice away from the Company any person who, at any time during thecontinuance of this Agreement, was an employee of the Company. (c) The Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on behalf of anyother person, firm, corporation or other business organization, solicit or direct others to solicit, any of the Company’s customers or prospective customers(including, but not limited to, those customers or prospective customers with whom the Executive had a business relationship during his term ofemployment) for any purpose or for any activity which is competitive with all or part of the Business of the Company. 4 (d) It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are essential elementsof this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement.It is recognized by the Executive that the Company currently operates in, and may continue to expand its operations throughout, the geographical territoriesreferred to in Section 9(a) above. The Company and the Executive have independently consulted with their respective counsel and have been advised in allrespects concerning the reasonableness and propriety of such covenants. 10. REMEDIES (a) Without intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are of aspecial, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably or adequatelycompensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues after any applicable cureperiod, the Company shall be entitled to equitable relief by way of injunction or otherwise. (b) The covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be enforceable asaforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether based on this Agreement or otherwise.In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product/service or otherlimitations permitted by applicable law in any jurisdiction , then such provisions shall be deemed reformed in any such jurisdiction to the maximum time,geographic, product/service or other limitations permitted by applicable law. 11. COMPLIANCE WITH OTHER AGREEMENTS The Executive represents and warrants to the Company that the execution of this Agreement by his and his performance of his obligations hereunderwill not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the termination of, orconstitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. 12. WAIVERS The waiver by the Company or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver ofany subsequent breach. 13. BINDING EFFECT; BENEFITS This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including any corporation or other business organization with which the Company may merge or consolidate or sell all or substantially all ofits assets. Insofar as the Executive is concerned, this contract, being personal, cannot be assigned. 5 14. NOTICES All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party asshall be specified by notice given pursuant hereto: (a) If to the Executive, to his at the address set forth in Exhibit A. and (b) If to the Company, to it at: IMAC Holdings, Inc.2725 James Sanders Blvd.Paducah, KY 42001Attention: Chief Executive Officer with a copy to: Olshan Frome Wolosky LLP1325 Avenue of the Americas, 15th FloorNew York, New York 10019Attention: Spencer G. Feldman, Esq. 15. MISCELLANEOUS (a) This Agreement and Exhibit A contain the entire agreement between the parties hereto and supersedes all prior agreements and understandings,oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement and Exhibit A may not be changed, modified, extended orterminated except upon written amendment executed by the Executive and approved by the Board and executed by a duly authorized officer of theCompany. (b) The Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals of handbooks orpersonnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies andprocedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or onbehalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no actsor practices of any nature, shall be construed to modify this Agreement or to create express or implied obligations of any nature to the Executive. (c) The Company shall have no obligation to actually utilize the Executive’s services; if the Company elects not to use the Executive’s services atany time, the Company’s obligations to the Executive shall be satisfied, in all respects, by the payment to the Executive for the balance of the term of theExecutive’s employment under this Agreement, but for a minimum period of three (3) years, the compensation provided in Section 3, plus any other amountspayable to the Executive and the continuation of benefits under Section 4. During such remaining term of employment, the Executive will not be required toperform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate the terms of thisAgreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation of this Agreement. (d) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute oneand the same instrument. (e) All questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed inaccordance with the laws of the state of residence and the location of full-time employment, without regard to its conflict of law principles. If the state of full-time employment is in conflict, the Agreement shall be governed in accordance with the laws of the State of Tennessee. (f) Any controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising from,out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration in Nashville, Tennessee, or the currentlocation of the corporate headquarters, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel ofnot less than three (3) arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and enforced in any courtof competent jurisdiction by either the Company or the Executive. 6 The parties indicate their acceptance of the foregoing arbitration requirement by initialing below: /s/ JE /s/ IWFor the Company Executive IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. IMAC HOLDINGS, INC. By:/s/ Jeff Ervin Name:Jeff Ervin Title:CEO EXECUTIVE /s/ Ian White Name: Ian White 7 EXHIBIT A TO THE EMPLOYMENT AGREEMENT,DATED AS OF AUGUST 20, 2018,BETWEEN IMAC HOLDINGS, INC. AND IAN WHITE A. For Section 1: The date referred to in Section 1 shall be August 20, 2018. B. For Section 2: The position of the Executive referred to in Section 2 shall be Chief Scientific Officer of IMAC Holdings, Inc. and President of BioFirma, LLC. C. For Section 3(a): The annual rate referred to in Section 3(a) shall be: One Hundred Twenty Thousand dollars ($120,000.00) for the period August 20, 2018 through June 30,2019; One Hundred Twenty-Five Thousand dollars ($125,000.00) for the period July 1, 2019 through June 30, 2020; and One Hundred Thirty Thousanddollars ($130,000.00) for the period July 1, 2020 through June 30, 2021. D. For Section 3(b): In addition to the compensation referred to in Section 3(a), the Executive shall: ●be reimbursed $100.00 per month for the business use of his personal cell phone; and ●receive a signing bonus of $30,000.00 within the first three months of the Commencement Date. The Executive will receive a stock option award for the purchase of 100,000 shares of stock in accordance with the stock option plan, pending approval fromthe board of directors. The Executive will retain thirty percent (30%) ownership in BioFirma, LLC and receive annual dividends if available in accordance with the BioFirma, LLCBylaws and governing Operating Agreements. E. For Section 4: The Health Insurance and Other Company Paid Fringe Benefits for the Executive shall include: A $500 per month reimbursement for health insurance, which will terminate upon the adoption of a company-wide health insurance policy. Standardeligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance requirements. The Company will allow for complementary regenerative medicine treatments for the Executive and immediate family during the Term of this Agreement,within reason. 8 The Company will assume and pay for expenses including and related to professional association fees, within reason and within the course of normalbusiness. F. For Section 5: The length of vacation referred to in Section 5 shall be three (3) weeks. Vacation not taken during any calendar year may be carried forward as follows: up toone (1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week may be carried forward cumulatively. G. For Sections 7 and 15(c): In the case of termination pursuant to Section 7(b)(ii), the Executive will receive his then current salary until such time as payments begin under anydisability insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination pursuant to Section 7(b)(iii), theExecutive’s spouse will continue to receive Executive’s then current salary for a period of six (6) months. In the case of termination pursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, his heirs or assignees may elect to have any, or all, stock options, warrants or other grants under the Company’s IncentiveCompensation Plans to become immediately exercisable. H. For Section 14: The address of the Executive referred to in Section 14 shall be: Dr. Ian White With copies to: Omar K Ibrahem, P.A.1001 Brickell Bay Drive, Ninth FloorMiami, Florida 33131 9 Exhibit 31.1 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffrey Ervin, Chief Executive Officer of IMAC Holdings, Inc. (the “Registrant”), certify that: 1. I have reviewed this Annual Report on Form 10-K for the twelve months ended December 31, 2018 of IMAC Holdings, Inc. (the “Annual Report“); 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisAnnual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under mysupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this Annual Report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under mysupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Annual Report my conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, tothe Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internalcontrol over financial reporting. Date: April 16, 2019By:/s/ Jeffrey Ervin Name:Jeffrey Ervin Title:Chief Executive Officer (Principal Executive Officer) Exhibit 31.2 CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dwight Anthony Bond, Chief Financial Officer of IMAC Holdings, Inc. (the “ Registrant “), certify that: 1. I have reviewed this Annual Report on Form 10-K for the twelve months ended December 31, 2018 of IMAC Holdings, Inc. (the “Annual Report“); 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisAnnual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under mysupervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this Annual Report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under mysupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Annual Report my conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, tothe Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internalcontrol over financial reporting. Date: April 16, 2019By:/s/ D. Anthony Bond Name:D. Anthony Bond Title:Chief Financial Officer (Principal Financial Officer) Exhibit 32.1 CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing by IMAC Holdings, Inc. (the “Registrant”) of its Annual Report on Form 10-K for the year ended December 31, 2018(the “Annual Report”) with the Securities and Exchange Commission, I, Jeffrey Ervin, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that: (i) The Annual Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934,as amended; and (ii) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant andfurnished to the Securities and Exchange Commission or its staff upon request. Date: April 16, 2019By:/s/ Jeffrey Ervin Name:Jeffrey Ervin Title:Chief Executive Officer (Principal Executive Officer) Exhibit 32.2 CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing by IMAC Holdings, Inc. (the “Registrant”) of its Annual Report on Form 10-K for the year ended December 31, 2018(the “Annual Report”) with the Securities and Exchange Commission, I, Dwight Anthony Bond, certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (i) The Annual Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934,as amended; and (ii) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant andfurnished to the Securities and Exchange Commission or its staff upon request. Date: April 16, 2019By:/s/ D. Anthony Bond Name:D. Anthony Bond Title:Chief Financial Officer (Principal Financial Officer)
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