Theralink Technologies, Inc.
(OTC: THER) (“Theralink”) and IMAC Holdings, Inc.
(Nasdaq: BACK) (“IMAC”), today announced that they
have entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) under which Theralink will merge with a
newly-formed wholly-owned subsidiary of IMAC in a stock-for-stock
reverse merger transaction (the “Merger”) in which Theralink will
survive as a wholly-owned subsidiary of IMAC, a Nasdaq-listed
company. If completed, the Merger will result in a combined company
that will focus on end-to-end proteomics testing, one of the most
robust and growing areas of medicine.
The Theralink® Test for Advanced Breast Cancer
measures the abundance and activation of 32 clinically actionable
biomarkers. The test reports which of the 32 biomarkers are highly
expressed or activated and the FDA-approved therapeutics that
target them. This test is a novel tool that broadens actionability
and supports oncologists in selecting the most effective treatment
plan for their cancer patients.
Recently, Theralink received a Medicare
reimbursement rate determination as well as added to its evidence
based clinical utility data via an observational registry study
that demonstrated greater than 90% actionability and greater than
70% clinical utility for the test. The Theralink test may be deemed
necessary to achieve a personalized and targeted approach to breast
cancer treatment
Through its current and planned lab developed
tests (LDTs), Theralink's technology hopes to target multiple areas
of oncology and drug development. In addition to the Company's
first test for advanced breast cancer, Theralink is actively
working on a pan-tumor test for solid tumors across multiple tumor
types such as ovarian, endometrial, head and neck, pancreatic,
colorectal, lung, prostate, among others.
Dr. Mick Ruxin, CEO of Theralink summed up the
transaction by saying, “Our team is motivated by the enormous
impact we can have on cancer care by making our test more
accessible to all cancer patients. We are excited to be making that
a reality by embarking on our next chapter with this merger with
IMAC.” He went on to say, “It is anticipated that the potential
merger and listing will allow the Company broader access to
capital, which will be invested in our business to accelerate
market access and reimbursement initiatives for our clinical
patient testing, expand our product offering portfolio and research
initiatives, and increase our laboratory throughput.” Dr. Ruxin
further said, “With our predictive, protein biomarker test,
oncologists may have better insights into each individual cancer
patient’s unique biology and to the targeted therapies that act
upon each patient’s unique cancer.”
About the Transaction
The Merger is structured as a stock for stock
reverse merger whereby all of Theralink’s outstanding equity
interests are to be exchanged for shares of IMAC common stock.
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 calculated using the treasury stock method, subject
to certain adjustments provided for in the Merger Agreement. The
boards of directors of both companies have unanimously approved the
Merger Agreement. The merger is expected to close late in the third
quarter or early in the fourth quarter of 2023, subject to
satisfying certain closing conditions, including the completion of
satisfactory due diligence by both parties and the receipt of
shareholder approval by both companies. 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.
Advisors
Joseph Gunnar & Co., LLC is serving as the
exclusive financial advisor to IMAC Holdings, Inc. and Theralink
Technologies, Inc. in connection with the Transaction. Olshan Frome
Wolosky LLP is serving as legal counsel for IMAC Holdings, Inc. and
K&L Gates is serving as legal counsel for Theralink
Technologies, Inc.
About Theralink Technologies,
Inc.
Theralink Technologies is a proteomics-based,
precision medicine company with a nationally CLIA-certified and
CAP-accredited laboratory located in Golden, Colorado. Through its
unique and patented phosphoprotein and protein biomarker platform
and LDTs, Theralink's technology targets multiple areas of oncology
and drug development. In addition to the Company's first assay for
advanced breast cancer, Theralink is actively working on a second
assay that is planned to be pan-tumor for solid tumors across
multiple tumor types such as ovarian, endometrial, pancreatic,
liver, head and neck, colorectal, lung, prostate, among others.
Theralink provides precision oncology data through its powerful
Theralink® Reverse Phase Protein Array assays to assist the
biopharmaceutical industry and clinical oncologists in identifying
likely responders and non-responders to both FDA-approved and
investigational drug treatments. Theralink intends to help improve
cancer outcomes for patients, help reveal therapeutic options for
oncologists, and support biopharmaceutical drug development by
using a beyond-genomics approach to molecular profiling that
directly measures drug target levels and activity. For more
information, please visit www.theralink.com.
About IMAC Holdings, Inc.
IMAC Holdings owns and manages health and
wellness centers that deliver sports medicine, orthopedic care, and
restorative joint and tissue therapies for movement restricting
pain and neurodegenerative diseases. IMAC is comprised of
two business segments: outpatient medical centers and a clinical
research division. With treatments to address both young and aging
populations, IMAC Holdings owns or manages outpatient
medical clinics that deliver regenerative rehabilitation services
as a minimally invasive approach to acute and chronic
musculoskeletal and neurological health problems. IMAC’s research
division is currently conducting a Phase I clinical trial
evaluating a mesenchymal stem cell therapy candidate for
bradykinesia due to Parkinson’s disease. For more information visit
www.imacholding.com.
Important Additional Information and
Where to Find It
In connection with the proposed Merger between
IMAC and Theralink, IMAC intends to file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) to register the shares of IMAC’s
common stock to be issued in connection with the proposed Merger.
The Registration Statement will include a document that serves as a
prospectus of IMAC and joint proxy/information statement of IMAC
and Theralink (the “joint proxy statement/prospectus”), and each
party will file other documents regarding the proposed Merger with
the SEC. INVESTORS AND SECURITYHOLDERS OF IMAC AND THERALINK ARE
URGED TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE,
THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS,
AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER
RELEVANT DOCUMENTS FILED BY IMAC AND THERALINK WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IMAC, THERALINK AND
THE PROPOSED MERGER, THE RISKS RELATED THERETO AND RELATED
MATTERS.
After the Registration Statement has been
declared effective, a definitive joint proxy statement/prospectus
will be mailed to shareholders of IMAC and of Theralink. Investors
will be able to obtain free copies of the Registration Statement
and the joint proxy statement/prospectus, as each may be amended
from time to time, and other relevant documents filed by IMAC and
Theralink with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. Copies of documents
filed with the SEC by IMAC, including the joint proxy
statement/prospectus (when available), will be available free of
charge from IMAC’s website at www.ir.imacregeneration.com. Copies
of documents filed with the SEC by Theralink, including the joint
proxy statement/prospectus (when available), will be available free
of charge from Theralink’s website at www.theralink.com under the
“Investor Relations” tab.
Participants in the
Solicitation
IMAC, Theralink and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of IMAC in connection
with the proposed transaction. Information about IMAC’s directors
and executive officers is set forth in IMAC’s Annual Report on Form
10-K for the year ended December 31, 2022 which was filed with the
SEC on March 31, 2023, as amended, its definitive proxy statement
for the 2023 annual meeting of stockholders filed with the SEC on
May 11, 2023 and the joint proxy statement/prospectus (when
available). Information about Theralink’s directors and executive
officers is set forth in Theralink’s Annual Report on Form 10-K for
the year ended September 30, 2022 which was filed with the SEC on
December 29, 2022, and the joint proxy statement/prospectus (when
available). Other information regarding the interests of such
individuals, as well as information regarding other persons who may
be deemed participants in the proposed transaction, will be set
forth in the Registration Statement, the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available. Shareholders of IMAC and
Theralink, potential investors and other readers should read the
joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
Cautionary Note Regarding
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements, other than statements of
historical fact, included in this communication that address
activities, events or developments that IMAC or Theralink expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Words such as “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,”
“create,” “intend,” “could,” “would,” “may,” “plan,” “will,”
“guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,”
“strive,” “allow” or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the proposed Merger, the expected closing of
the proposed Merger and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio,
capital expenditures, cash flows and anticipated uses thereof,
synergies, opportunities and anticipated future performance,
including maintaining current Theralink management. Information
adjusted for the proposed Merger should not be considered a
forecast of future results. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this communication.
These include the risk that cost savings, synergies and growth from
the proposed Merger may not be fully realized or may take longer to
realize than expected; the possibility that shareholders of IMAC
may not approve the issuance of new shares of IMAC common stock in
the proposed Merger or that shareholders of IMAC may not approve
the proposed Merger; the risk that a condition to closing of the
proposed Merger may not be satisfied, that either party may
terminate the Merger Agreement or that the closing of the proposed
Merger might be delayed or not occur at all; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the proposed Merger; the occurrence of any other event, change or
other circumstances that could give rise to the termination of the
Merger Agreement relating to the proposed Merger; the risk that
changes in IMAC’s capital structure and governance could have
adverse effects on the market value of its securities and its
ability to access the capital markets; the ability of IMAC to
retain its Nasdaq listing; the ability of Theralink to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on Theralink’s
operating results and business generally; the risk the proposed
Merger could distract management from ongoing business operations
or cause IMAC and/or Theralink to incur substantial costs; the risk
that Theralink may be unable to reduce expenses; the impact of the
COVID-19 pandemic, any related economic downturn; the risk of
changes in regulations effecting the healthcare industry; and other
important factors that could cause actual results to differ
materially from those projected. All such factors are difficult to
predict and are beyond IMAC’s or Theralink’s control, including
those detailed in IMAC’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K that are
available on IMAC’s website at www.ir.imacregeneration.com and on
the website of the Securities and Exchange Commission (the “SEC”)
at www.sec.gov, and those detailed in Theralink’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on Theralink’s website at
www.theralink.com and on the website of the SEC. All
forward-looking statements are based on assumptions that IMAC and
Theralink believe to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither IMAC nor Theralink
undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Contact InformationTheralink
Technologies, Inc.Trevor McCartneyVP, Strategic PartnershipsCell:
(720) 800-2160trevor.mccartney@theralink.com
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