Current Report Filing (8-k)
01 September 2021 - 9:02PM
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2021-08-26
2021-08-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): August
26, 2021
IMAC
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38797
|
|
83-0784691
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
1605
Westgate Circle, Brentwood, Tennessee
|
|
37027
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (844) 266-4622
(Former Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol
|
|
Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.001 per share
|
|
IMAC
|
|
NASDAQ
Capital Market
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Warrants
to Purchase Common Stock
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IMACW
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|
NASDAQ
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange Act.
Item
4.01
|
Changes
in Registrant’s Certifying Accountant.
|
On
August 27, 2021, IMAC Holdings, Inc. (the “Company”) notified Daszkal Bolton LLP (“Daszkal Bolton”), the Company’s
independent accounting firm, that the Company had elected to change accounting firms and, therefore, was dismissing Daszkal Bolton effective
August 27, 2021. On August 26, 2021, the Company engaged Cherry Bekaert LLP (“Cherry Bekaert”) as its new independent
registered accounting firm, subject to the completion of its standard client acceptance procedures.
The
decision to change accountants was made by the Company’s board of directors. The Company’s historical financial statements
contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles, except that Daszkal Bolton’s report dated March 3, 2021, relating to its audits of the consolidated financial statements
of the Company at and for the years ended December 31, 2020 and 2019, which appears in the Company’s Annual Report on Form 10-K
filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2021, contains an explanatory paragraph regarding
the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years and the subsequent interim period preceding Daszkal Bolton’s dismissal, there
were: (i) no “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Daszkal Bolton on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Daszkal Bolton, would have caused it to make reference to the subject matter of the disagreements in its report on the consolidated
financial statements of the Company; and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation
S-K).
The
Company has provided Daszkal Bolton with a copy of this Form 8-K prior to its filing with the SEC and requested Daszkal Bolton to furnish
to the Company a letter addressed to the SEC stating that it agrees with the statements made above.
During
the Company’s two most recent fiscal years and the subsequent interim period preceding Cherry Bekaert’s engagement, neither
the Company nor anyone on its behalf consulted Cherry Bekaert regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and no written report or oral advice was provided to the Company that Cherry Bekaert concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject
of a “disagreement” or “reportable event” (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v)
of Regulation S-K, respectively). In approving the selection of Cherry Bekaert as the Company’s independent registered public accounting
firm, the Company’s board of directors considered all relevant factors, including that no non-audit services were previously provided
by Cherry Bekaert to the Company. The Company’s board of directors also considered the location of Cherry Bekaert’s offices
in proximity to the Company’s principal offices.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 1, 2021
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IMAC
HOLDINGS, INC.
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By:
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/s/
Jeffrey S. Ervin
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Name:
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Jeffrey
S. Ervin
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Title:
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Chief
Executive Officer
|
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