Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2020, IMAC Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with those institutional accredited investors identified on the signature page thereto (the "Purchasers") pursuant to which the Company offered for sale to the Purchasers an aggregate of 1,764,000 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"), in a registered direct offering (the "Registered Direct Offering"). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-237455) originally filed with the Securities and Exchange Commission (the "Commission") on March 27, 2020 (as amended, the "Registration Statement"), and declared effective on April 3, 2020. A copy of the press release announcing the Registered Direct Offering is attached hereto as Exhibit 99.1.

The purchase price for one Share in the Registered Direct Offering was $1.50, and closing of the Registered Direct Offering is expected to occur on or about June 22, 2020. The Company expects the gross proceeds from the Registered Direct Offering to be $2.646 million. The Company intends to use up to approximately $0.75 million of the gross proceeds for the repayment of certain indebtedness, and the remaining proceeds to the Company will be used to finance the costs of developing and acquiring additional outpatient medical clinics as a part of the Company's growth and expansion strategy and for working capital.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

The foregoing description of the material terms of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Commission.

The legal opinion, including the related consent, of Olshan Frome Wolosky LLP relating to the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

In connection with the Registered Direct Offering, the Company entered into a Placement Agency Agreement with A.G.P./ Alliance Global Partners (the "Placement Agent"), pursuant to which the Company will pay an aggregate cash fee of $185,220 to the Placement Agent. The Company will also reimburse the Placement Agent for up to $90,000 of expenses incurred by them in connection with the Registered Direct Offering.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the amount of proceeds expected from the Registered Direct Offering. The risks and uncertainties involved include the Company's financial position, market conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by U.S. federal securities law.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



5.1    Opinion of Olshan Frome Wolosky LLP.

10.1   Form of Securities Purchase Agreement dated June 18, 2020.

23.1   Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).

99.1   Press Release issued by IMAC Holdings, Inc., dated June 18, 2020.

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