Item 1.01 Entry into a Material Definitive Agreement.

On March 25, 2020, IMAC Holdings, Inc. (the "Company") entered into a note purchase agreement (the "Purchase Agreement") with Iliad Research & Trading, L.P. (the "Holder"), pursuant to which the Company agreed to issue and sell to the Holder a secured promissory note (the "Note") in an aggregate initial principal amount of $1,115,000 (the "Initial Principal Amount"), which is payable on or before September 25, 2021 (the "Maturity Date"). The Initial Principal Amount includes an original issue discount of $100,000 and $15,000 that the Company agreed to pay to the Holder to cover the Holder's legal fees, accounting costs, due diligence and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $1,000,000 (the "Transaction"). The Purchase Agreement also provides for indemnification of the Holder and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement.

The terms of the Note include:

Interest. Interest on the Note accrues at a rate of 10% per annum and is payable on the Maturity Date or otherwise in accordance with the Note.

Prepayment. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance on or before September 25, 2020, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay, and if the Company elects to prepay all or any portion of the outstanding balance after September 25, 2020 but before the Maturity Date, it shall pay to the Holder 125% of the portion of the outstanding balance the Company elects to prepay.

Redemption. At any time after September 25, 2020, the Holder may redeem a portion of the Note, not to exceed an amount of $200,000 per month. Under certain circumstances, the Company may defer the redemption payments up to three times for a duration of 30 days each, subject to certain penalties as described in the Note. In addition, if the Company does not pay the Holder following receipt of a redemption notice, the outstanding balance of the Note will increase by 25%.

Default Events. The Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22% following an event of default. Upon the occurrence of an event of default for non-payment of amounts owed under the Note, the Holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the Note to be immediately due and payable, subject to certain penalties. Upon the occurrence of certain other events of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable, subject to certain penalties.

During the term of the Note, the Company shall not, without the prior written consent of the Purchaser, enter into or effect certain fundamental business transactions. In addition, the Note gives the Holder a right of first refusal with respect to debt issuances of the Company while the Note is outstanding. If the Holder elects not to participate in any such issuance, then the outstanding balance of the Note shall be increased by 3%, and if the Holder is not afforded its right of first refusal, then the outstanding balance of the Note shall be increased by 10%. The Purchase Agreement also gives the Holder a right to the first $250,000 of every $1 million of proceeds from future sales of equity by the Company. While the Note is outstanding, if the proceeds of an equity sale are not so paid to the Holder, then he outstanding balance of the Note shall be increased by 5%.

The Company will use the proceeds of the Note for certain growth initiatives including an investigational new drug application with the United States Food and Drug Administration.

In connection with the Purchase Agreement and the Note, the Company entered into a Security Agreement with the Holder (the "Security Agreement"), pursuant to which the obligations of the Company is secured by all of the assets of the Company, excluding the Company's owned real property, accounts receivable and intellectual property. Upon an event of default under the Note, the Security Agreement entitles the Holder to take possession of such collateral.

The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation D, promulgated under the Securities Act of 1933, as amended. The description of the Note, the Purchase Agreement and the Security Agreement is qualified in its entirety by the full text of the Note, the Purchase Agreement and the Security Agreement, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and which are incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On March 26, 2020, the Company issued a press release announcing its financial results for the year ended December 31, 2019 (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including the exhibit hereto, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.   Description

   10.1         Note Purchase Agreement, dated March 25, 2020.

   10.2         Promissory Note, dated March 25, 2020.

   10.3         Security Agreement, dated March 25, 2020

   99.1         Press Release, dated March 26, 2020.

Cautionary Note Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the benefits of the Transaction. The words "intend," "may," "should," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company's actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company's filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

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