Theralink Technologies, Inc. (OTCPK:THER) executed a non-binding letter of intent to acquire IMAC Holdings, Inc. (NasdaqCM:BACK) in a reverse merger transaction on April 26, 2023. Theralink Technologies, Inc. entered into a definitive agreement and plan of merger to acquire IMAC Holdings, Inc. for $0.9 million in a reverse merger transaction on May 23, 2023. The merger is structured as a stock for stock reverse merger whereby all Theralink?s outstanding equity interests are to be exchanged for shares of IMAC common stock. At the effective time of the merger, each share of common stock of Theralink, each share of Series A preferred stock and each share of Series C-1 convertible preferred stock of Theralink issued and outstanding as of immediately prior to the effective time will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, such that the total number of shares of IMAC common stock issued to the holders of Theralink Shares shall equal 73.2% of the total number of shares of IMAC common stock outstanding as of the effective. In addition, at the effective time, each share of Series G convertible preferred stock of Theralink issued and outstanding as of immediately prior to the effective time will be converted into and will thereafter represent the right to receive a portion of a share of Series B preferred stock of IMAC, which will initially be convertible into 11.3% of the total number of shares of IMAC Common Stock outstanding. As reported, IMAC expects to issue up to approximately 6,450,672 shares of IMAC Common Stock in connection with the merger. Additionally, following the closing of the merger and in accordance with the terms of the merger agreement, IMAC may issue additional shares of IMAC Common Stock in connection with Theralink?s outstanding warrants and equity awards that will be assumed by IMAC. Theralink stakeholders are expected to own approximately 85% of the combined company, and pre-merger IMAC equity holders are expected to own approximately 15% of the combined company, on a fully diluted basis, subject to certain adjustments provided for in the Merger Agreement. All current IMAC directors but one will resign effective upon the closing of the Merger, and the existing directors of Theralink shall be appointed to the board of IMAC, with Jeffrey Busch to serve as Chairman.

The transaction is subject to satisfaction or waiver of certain closing conditions, including IMAC shall have completed its due diligence of Theralink to its full satisfaction diligence by both parties, the receipt of shareholder approval by Theralink and IMAC, court order approval, all waiting periods applicable to the consummation of the Merger under the HSR Act (or any extension thereof) shall have expired or been terminated, any agreement with any governmental entity not to consummate the transactions contemplated by the Merger Agreement, the Form S-4 shall have become effective under the Securities Act , the shares of IMAC Common Stock issuable as merger consideration pursuant to the agreement shall have been approved for listing on Nasdaq. The boards of directors of Theralink and IMAC have unanimously approved the merger agreement on May 22, 2023. The merger is expected to close late in the third quarter or early in the fourth quarter of 2023. As of October 4, 2023, transaction is expected to close by the end of Q4 2023. As of January 5, 2024, the transaction is expected to close in early 2024.

Joseph Gunnar & Co., LLC is serving as the exclusive financial advisor to IMAC and Theralink Technologies, Inc. in connection with the Transaction. Spencer G. Feldman of Olshan Frome Wolosky LLP is serving as legal counsel to IMAC and Clayton Parker of K&L Gates is serving as legal counsel to Theralink Technologies, Inc. Equity Stock Transfer, LLC acted as transfer agent and registrar for IMAC common stock. Theralink paid Joseph Gunnar & Co. a financial advisory fee of $50,000. Theralink also paid $50,000 in fees to Gunnar?s legal counsel.