As filed with the U.S. Securities and Exchange Commission on March 19, 2021
Registration No. 333-254183
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMAC Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 8093 | 83-0784691 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
IMAC Holdings, Inc.
1605 Westgate Circle
Brentwood, Tennessee 37027
(844) 266-4622
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey S. Ervin
Chief Executive Officer
IMAC Holdings, Inc.
1605 Westgate Circle
Brentwood, Tennessee 37027
(844) 266-4622
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (212) 451-2300 | Joseph M. Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 (732) 395-4400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | |
Non-accelerated filer [ ] | 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 or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
The purpose of this Amendment No. 2 to the Form S-1 Registration Statement is to incorporate additional exhibits. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note and Item 16 of Part II of the Registration Statement. The prospectus is unchanged and has been omitted.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Registration Statements or, as indicated, incorporated herein by reference.
Unless otherwise indicated, exhibits were previously filed.
* | Filed herewith. |
† | Denotes management contract or compensatory plan or agreement. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 19th day of March 2021.
IMAC HOLDINGS, INC. | ||
By: | /s/ Jeffrey S. Ervin | |
Jeffrey S. Ervin | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Jeffrey S. Ervin | Chief Executive Officer (principal executive | March 19, 2021 | ||
Jeffrey S. Ervin | officer) and Director | |||
/s/ Matthew C. Wallis, DC* | Chief Operating Officer and Director | March 19, 2021 | ||
Matthew C. Wallis, DC | ||||
/s/ Sheri Gardzina | Chief Financial Officer and Corporate Secretary (principal financial and accounting officer) | March 19, 2021 | ||
Sheri Gardzina | ||||
/s/ Maurice E. Evans* | Director | March 19, 2021 | ||
Maurice E. Evans | ||||
/s/ Michael D. Pruitt* | Director | March 19, 2021 | ||
Michael D. Pruitt | ||||
/s/ Cary W. Sucoff* | Director | March 19, 2021 | ||
Cary W. Sucoff | ||||
*By /s/ Jeffrey S. Ervin | March 19, 2021 | |||
Jeffrey S. Ervin | ||||
Attorney-in-Fact |