Core Insights - Ignite Proteomics LLC has entered a research collaboration with Inova Health to utilize its Reverse Phase Protein Array (RPPA) technology for analyzing tumor samples from patients with late-stage gastrointestinal cancers [1][2] - The collaboration aims to generate actionable biomarker data from up to 600 tumor samples, focusing on various cancer-relevant drug target proteins [2][3] - This partnership is expected to enhance precision medicine approaches and contribute significantly to Ignite's revenue in 2025 [3] Company Overview - Ignite Proteomics is a subsidiary of IMAC Holdings, specializing in pathway-level protein analytics to guide precision oncology [4] - The company operates a CLIA-certified, CAP-accredited laboratory and its clinical RPPA assay quantifies 32 phospho- and total-protein biomarkers from small biopsy samples [4] Collaboration Details - The results from the RPPA analysis will be provided to Inova's Molecular Tumor Board to assess therapy response and resistance based on specific protein or phosphor-protein levels [2][3] - The collaboration is seen as a significant advancement in providing direct measures of protein drug target activity, which is not obtainable through genomic analysis [3]

[Important Information Regarding Forward-Looking Statements](index=4&type=section&id=Important%20Information%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties - This report contains forward-looking statements based on current beliefs, expectations, and projections, subject to risks and uncertainties that could cause actual results to differ materially. Significant risks are detailed in the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023[8](index=8&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and related disclosures for interim periods [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Presents the company's condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :-------------------------------- | :------------ | :------------------ | | Cash | $42,665 | $504,189 | | Total current assets | $277,096 | $684,341 | | Total assets | $1,077,390 | $1,589,021 | | Accounts payable and accrued expenses | $4,498,691 | $2,714,105 | | Total current liabilities | $10,903,336 | $7,227,546 | | Total stockholders' deficit | $(9,825,946) | $(5,638,525) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Presents the company's condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues, net | $0 | $15,750 | $1,500 | $15,750 | | Gross profit | $(102,328) | $(56,252) | $(204,015) | $(56,252) | | Operating loss | $(1,972,113) | $(1,401,944) | $(4,161,014) | $(1,810,574) | | Net loss from continuing operations | $(2,120,265) | $(1,413,106) | $(4,320,447) | $(1,862,005) | | Net loss | $(2,120,265) | $(1,383,404) | $(4,320,133) | $(1,790,623) | | Net loss available to common stockholders | $(3,363,656) | $(2,031,520) | $(6,777,861) | $(2,518,104) | | Net loss per share – Basic and diluted | $(0.89) | $(1.72) | $(1.95) | $(2.16) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20EQUITY%20(DEFICIT)) Details changes in stockholders' equity (deficit) for the six months ended June 30, 2025, reflecting stock transactions and net loss Changes in Stockholders' Equity (Deficit) - Six Months Ended June 30, 2025 | Metric | January 31, 2025 Balance (USD) | Dividends Declared (USD) | Capitalized Dividends (USD) | Preferred Stock Conversion (USD) | Common Stock Issuance (USD) | Net Loss (USD) | June 30, 2025 Balance (USD) | | :-------------------------- | :----------------------- | :----------------- | :-------------------- | :------------------------- | :-------------------- | :--------- | :---------------------- | | Preferred Stock (Par) | $51 | - | - | $(4) | - | - | $47 | | Common Stock (Par) | $1,168 | - | - | $4 | $165 | - | $1,337 | | Additional Paid-In Capital | $59,344,408 | $(2,457,728) | $2,312,108 | $178,332 | $99,835 | - | $59,476,955 | | Accumulated Deficit | $(64,984,152) | - | - | - | - | $(4,320,133) | $(69,304,285) | | Total | $(5,638,525) | $(2,457,728) | $2,312,108 | $178,332 | $100,000 | $(4,320,133) | $(9,825,946) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Presents the company's condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (As Restated) (USD) | | :------------------------------------------ | :----------------------------- | :------------------------------------------- | | Net cash used in operating activities | $(2,328,451) | $(930,128) | | Net cash used in investing activities | $0 | $(375,000) | | Net cash provided in financing activities | $1,866,927 | $1,974,227 | | Net increase (decrease) in cash | $(461,524) | $669,099 | | Cash, end of period | $42,665 | $890,610 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1 – Description of Business](index=10&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Business) Describes the company's continuing operations in precision medicine for cancer treatment and its discontinued operations - The Company's continuing operations focus on precision medicine in cancer treatment, utilizing activated protein analysis for clinical testing of breast cancer patients and collaborations with biopharmaceutical companies for drug target identification[24](index=24&type=chunk) - Discontinued operations include IMAC Regeneration Centers, The BackSpace retail stores, and the Investigational New Drug division, with patient care at all locations sold or discontinued as of December 31, 2023[25](index=25&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the significant accounting policies used in preparing the unaudited condensed financial statements and impact of new standards - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and Article 8 of Regulation S-X, including only normal recurring adjustments[26](index=26&type=chunk) - Management makes estimates and assumptions affecting reported amounts, with actual results potentially differing materially[28](index=28&type=chunk) - The Company is evaluating the impact of recently issued accounting standards: ASU 2023-09 (Income Taxes) effective after December 15, 2024, and ASU 2024-03 (Expense Disaggregation Disclosures) effective after December 15, 2026[29](index=29&type=chunk)[30](index=30&type=chunk) [Note 3 – Going Concern Considerations](index=11&type=section&id=Note%203%20%E2%80%93%20Going%20Concern%20Considerations) Addresses the company's ability to continue as a going concern, citing expected operating losses and plans for capital raises - The Company expects to incur operating losses and cash outflows, leading to substantial doubt about its ability to continue as a going concern within twelve months from the statements' issuance[31](index=31&type=chunk) - Management plans to raise additional capital through debt and equity to mitigate going concern risks[31](index=31&type=chunk) [Note 4 – Property and Equipment](index=11&type=section&id=Note%204%20%E2%80%93%20Property%20and%20Equipment) Details the company's property and equipment, net of accumulated depreciation, and related depreciation expense Property and Equipment, Net | Category | June 30, 2025 (USD) | December 31, 2024 (USD) | | :-------------------------- | :------------ | :------------------ | | Equipment | $1,044,000 | $1,044,000 | | Less: accumulated depreciation | $(244,000) | $(139,000) | | Total property and equipment, net | $800,000 | $905,000 | - Depreciation expense for the six months ended June 30, 2025, was approximately **$0.10 million**, significantly higher than **$0.04 million** for the same period in 2024[33](index=33&type=chunk) [Note 5 – Note Payable](index=12&type=section&id=Note%205%20%E2%80%93%20Note%20Payable) Summarizes the company's notes payable, including new issuances and unamortized debt discounts Notes Payable Summary | Note Type | June 30, 2025 (USD) | December 31, 2024 (USD) | | :------------------------ | :------------ | :------------------ | | 40% OID promissory note | $2,278,000 | $0 | | 10% OID promissory note | $154,000 | $0 | | Total notes payable | $2,432,000 | $0 | | Less: unamortized debt discounts | $(505,000) | $0 | | Notes payable, net | $1,927,000 | $0 | - During the six months ended June 30, 2025, the Company issued promissory notes totaling **$2.43 million** in principal for an aggregate purchase price of **$1.77 million**[34](index=34&type=chunk) [Note 6 – Shareholders' Deficit](index=12&type=section&id=Note%206%20%E2%80%93%20Shareholders%27%20Deficit) Details changes in shareholders' deficit, including preferred stock conversions and common stock issuances - **4,455 shares** of preferred stock were converted into **1,425,170 shares** of common stock during the six months ended June 30, 2025[35](index=35&type=chunk) Preferred Stock Liquidation Preference as of June 30, 2025 | Series | Shares Outstanding | Stated Value (USD) | Liquidation Preference (USD) | | :------- | :----------------- | :----------- | :--------------------- | | Series C-1 | 2,020 | $1,000 | $2,578,000 | | Series C-2 | 876 | $1,000 | $1,071,000 | | Series D | 14,003 | $1,090 | $17,177,000 | | Series E | 24,172 | $1,090 | $29,650,000 | | Series F | 300 | $1,091 | $368,000 | | Series G | 4,676 | $1,038 | $5,462,000 | | Total | 46,047 | | $56,306,000 | - Shareholders approved an increase in authorized common stock to **120,000,000 shares** from **60,000,000 shares** on March 26, 2025. The Company issued **329,932 common shares** for **$0.10 million** cash in the six months ended June 30, 2025[37](index=37&type=chunk) [Note 7 – Net Loss Per Share](index=13&type=section&id=Note%207%20%E2%80%93%20Net%20Loss%20Per%20Share) Explains the calculation of basic and diluted net loss per share and lists dilutive instruments excluded due to anti-dilutive effects - Basic and diluted net loss per common share are computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding. Dilutive common stock equivalents are excluded due to their anti-dilutive effect from the Company's net loss[38](index=38&type=chunk) Dilutive Shares Not Included in EPS Calculation | Instrument | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Common Stock Purchase Warrants | 5,905,946 | 2,928,231 | | Preferred shares C-1 | 927,857 | 1,043,388 | | Preferred shares C-2 | 383,860 | 509,318 | | Preferred shares D | 4,298,245 | 4,828,637 | | Preferred shares E | 7,419,643 | 6,721,844 | | Preferred shares F | 98,639 | 134,043 | | Preferred shares G | 3,169,988 | - | | Stock options | 11,306 | 1,312 | | Total | 22,215,484 | 16,166,773 | [Note 8 – Commitments and Contingencies](index=13&type=section&id=Note%208%20%E2%80%93%20Commitments%20and%20Contingencies) Outlines the company's commitments and contingencies, primarily related to governmental program audits and potential overpayments - The Company is subject to audits under governmental programs, with CMS contractors recommending overpayments for discontinued operations[40](index=40&type=chunk) - For Progressive Health, CMS recommended an overpayment of approximately **$2.7 million**. The Company has appealed through multiple levels, including filing a lawsuit in federal court on May 14, 2025, and has reserved this amount[41](index=41&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - For Advantage Therapy, CMS recommended an overpayment of approximately **$0.5 million**. The Company received a partially favorable reconsideration decision and awaits a response from an Administrative Law Judge hearing[45](index=45&type=chunk)[46](index=46&type=chunk) - For IMAC St. Louis, CMS estimated an overpayment of approximately **$1.1 million** for the period February 26, 2020, through January 2, 2024[47](index=47&type=chunk) [Note 9 – Segment Reporting](index=14&type=section&id=Note%209%20%E2%80%93%20Segment%20Reporting) Identifies the company's single operating segment in precision medicine and presents segment expenses from continuing operations - The Company operates in a single segment: precision medicine in cancer treatment, located in the United States[48](index=48&type=chunk) Segment Expenses from Continuing Operations | Expense Category | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :----------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Employee expense | $1,144,984 | $431,207 | $1,947,025 | $581,409 | | Professional fees | $372,074 | $752,799 | $1,435,279 | $910,535 | | Occupancy | $71,569 | $34,257 | $137,555 | $36,334 | | Insurance | $69,091 | $85,408 | $139,597 | $167,248 | | Other | $212,067 | $42,021 | $297,543 | $58,796 | | Total operating expenses | $1,869,785 | $1,345,692 | $3,956,999 | $1,754,322 | | Operating loss | $(1,972,113) | $(1,401,944) | $(4,161,014) | $(1,810,574) | [Note 10 – Subsequent Events](index=15&type=section&id=Note%2010%20%E2%80%93%20Subsequent%20Events) Reports significant events occurring after June 30, 2025, including the issuance of additional unsecured promissory notes - Subsequent to June 30, 2025, the Company issued unsecured promissory notes (Q3 2025 Notes) with an aggregate principal amount of **$1.2 million** for a purchase price of **$0.9 million**, maturing by December 24, 2025, or upon a qualifying securities offering[50](index=50&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on the company's financial condition, operating results, liquidity, and capital resources for interim periods [Special Note Regarding Forward-Looking Information](index=16&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Information) Highlights that this discussion contains forward-looking statements subject to uncertainties and risks that could materially affect actual results - This discussion contains forward-looking statements subject to uncertainties, risks, and other influences, many beyond the company's control, which could materially affect actual results. The company does not undertake to update these statements[51](index=51&type=chunk)[52](index=52&type=chunk) [Overview](index=16&type=section&id=Overview) Provides an overview of IMAC Holdings, Inc.'s primary operations through Ignite Proteomics, LLC, and key financial highlights - IMAC Holdings, Inc. primarily operates through Ignite Proteomics, LLC, which uses a patented RPPA technology platform for oncology clinical treatment decisions and biopharmaceutical drug development[54](index=54&type=chunk) Key Financials for Q2 and H1 2025 | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Net revenue | $0 | $0.002 million | | Net loss | $2.1 million | $4.3 million | | Net loss from continuing operations | $(2.1 million) | $(4.3 million) | | Net loss from discontinued operations | $0 | $0 | | Legal fees (H1 only) | N/A | $0.6 million | [Matters that May or Are Currently Affecting Our Business](index=17&type=section&id=Matters%20that%20May%20or%20Are%20Currently%20Affecting%20Our%20Business) Discusses factors impacting the business, including the need for additional financing and attracting skilled personnel - Future success depends on the ability to obtain additional financing for the recently acquired laboratory's growth and to attract competent, skilled laboratory and sales personnel at acceptable prices[57](index=57&type=chunk) [Critical Accounting Estimates](index=18&type=section&id=Critical%20Accounting%20Estimates) Explains the role of management estimates and assumptions in financial statements and the impact of critical accounting estimates - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, with material differences potentially impacting financial condition or results of operations[58](index=58&type=chunk) - A critical accounting estimate involves highly uncertain assumptions and changes that could materially impact financial condition or results[59](index=59&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024](index=18&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20to%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024) Analyzes the company's operating results for the three and six months ended June 30, 2025, compared to the same periods in 2024 - Cost of revenues increased for both the three and six months ended June 30, 2025, primarily due to costs incurred in the operation of the laboratory acquired in May 2024[61](index=61&type=chunk)[62](index=62&type=chunk) - Operating expenses increased to **$1.9 million** (Q2 2025) from **$1.3 million** (Q2 2024) and to **$4.0 million** (H1 2025) from **$1.8 million** (H1 2024), mainly attributable to the acquired laboratory's operations, including higher salaries and benefits[63](index=63&type=chunk)[64](index=64&type=chunk) - Other expenses, primarily interest expense, significantly increased to **$0.1 million** (Q2 2025) from **$0.01 million** (Q2 2024) and to **$0.2 million** (H1 2025) from **$0.05 million** (H1 2024)[65](index=65&type=chunk) [Liquidity and Capital Resources](index=18&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's liquidity position, working capital, and capital resources, including the need for additional funding Liquidity Position | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------------ | | Cash | $0.04 million | $0.5 million | | Working capital deficit | $(10.6) million | $(6.5) million | | Total current liabilities | $10.9 million | N/A | - The decrease in working capital was primarily due to a **$1.8 million** increase in accounts payable and a **$1.8 million** increase in notes payable[66](index=66&type=chunk) - The Company had an accumulated deficit of **$69.3 million** as of June 30, 2025, and anticipates needing to raise additional capital to fund future operations. Management has determined that the financial condition raises substantial doubt about the ability to continue as a going concern[68](index=68&type=chunk) [Cash Flows](index=19&type=section&id=Cash%20Flows) Analyzes the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 - Net cash used in operating activities increased to **$2.3 million** for the six months ended June 30, 2025, compared to **$0.9 million** for the same period in 2024, primarily due to an increase in accounts payable[69](index=69&type=chunk) - Net cash provided by financing activities was **$1.9 million** for the six months ended June 30, 2025, mainly from common stock sales and promissory note issuances, compared to **$2.0 million** in the prior year[70](index=70&type=chunk) [Impact of Inflation](index=19&type=section&id=Impact%20of%20Inflation) Discusses the material impact of inflation on the company's results of operations, particularly on staffing and supply costs - Inflation had a material impact on the Company's results of operations for the six months ended June 30, 2025, particularly affecting staffing and supply costs related to patient care[71](index=71&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=20&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) States that there are no quantitative and qualitative disclosures about market risk applicable to the Company - This item is not applicable to the Company[73](index=73&type=chunk) [Item 4. Controls and Procedures](index=20&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting [Disclosure Controls and Procedures](index=20&type=section&id=Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2025, and June 30, 2025, due to material weaknesses in internal control over financial reporting[75](index=75&type=chunk)[77](index=77&type=chunk) [Material Weaknesses](index=20&type=section&id=Material%20Weaknesses) Identifies material weaknesses in internal control over financial reporting, including insufficient accounting resources and lack of segregation of duties - Insufficient resources in the accounting department, limiting the ability to gather, analyze, and properly review financial reporting information, including complex accounting principles - Lack of segregation of duties, where conflicting duties may not always be possible to separate due to the Company's size and nature - Insufficiently designed and implemented operating controls surrounding accounting policies to ensure books and records are recorded in accordance with US GAAP[78](index=78&type=chunk) [Changes in Internal Control over Financial Reporting](index=21&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports no material changes in internal control over financial reporting during the most recent fiscal quarter - No change in internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting[79](index=79&type=chunk) [PART II. OTHER INFORMATION](index=22&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings and risk factors [Item 1. Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The Company may be involved in various lawsuits and legal proceedings, but management is not aware of any material adverse effects - The Company is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on the business[81](index=81&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the Company's Risk Factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to Risk Factors have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[82](index=82&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that there were no unregistered sales of equity securities or use of proceeds to disclose - None to report[82](index=82&type=chunk) [Item 3. Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities - None to report[83](index=83&type=chunk) [Item 4. Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Not applicable[84](index=84&type=chunk) [Item 5. Other Information](index=22&type=section&id=Item%205.%20Other%20Information) This section reports that there is no other information to disclose - None to report[85](index=85&type=chunk) [Item 6. Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate organizational documents and certifications - Includes Certificate of Incorporation, Bylaws, Specimen Common Stock Certificate, various Forms of Warrants, Form of Promissory Note, Credit Agreement, and Security and Pledge Agreement[87](index=87&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith[88](index=88&type=chunk) [SIGNATURES](index=25&type=section&id=SIGNATURES) This section confirms the report was duly signed by the Chief Executive Officer and Chief Financial Officer on August 14, 2025 - The report was duly caused to be signed on behalf of IMAC Holdings, Inc. by Faith Zaslavsky, Chief Executive Officer, and Sheri Gardzina, Chief Financial Officer, on August 14, 2025[90](index=90&type=chunk)[91](index=91&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q1 2025 financials show a **$2.2 million** net loss and **$7.6 million** stockholders' deficit, following a business shift [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$1.14 million** by March 2025, liabilities increased to **$8.77 million**, and stockholders' deficit worsened to **$7.63 million** Condensed Consolidated Balance Sheet Summary | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $30,880 | $504,189 | | Total Current Assets | $287,643 | $684,341 | | Total Assets | $1,140,130 | $1,589,021 | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $8,772,592 | $7,227,546 | | Total Stockholders' Deficit | $(7,632,462) | $(5,638,525) | | Total Liabilities and Stockholders' Deficit | $1,140,130 | $1,589,021 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 reported minimal revenue, a **$0.1 million** gross loss, **$2.09 million** operating expenses, and a **$3.41 million** net loss or **$(1.08) per share** Q1 2025 vs. Q1 2024 Statement of Operations | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenues, net | $1,500 | $- | | Gross loss | $(101,687) | $- | | Operating expenses | $2,087,214 | $408,630 | | Operating loss | $(2,188,901) | $(408,630) | | Net loss from continuing operations | $(2,200,182) | $(448,899) | | Net loss available to common stockholders | $(3,414,205) | $(616,584) | | Net loss per share – Basic and diluted | $(1.08) | $(0.35) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 net cash used in operations increased to **$1.03 million**, financing provided **$0.56 million**, resulting in a **$0.47 million** cash decrease, ending at **$30,880** Q1 2025 vs. Q1 2024 Cash Flow Summary | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,033,309) | $(202,252) | | Net cash provided by financing activities | $560,000 | $(1,724) | | Net decrease in cash | $(473,309) | $(203,976) | | Cash, end of period | $30,880 | $17,535 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's shift to precision medicine, express substantial doubt about going concern, and highlight new promissory notes and significant Medicare liabilities - The company's continuing operations are focused on precision medicine in cancer treatment, leveraging technology from Theralink Technologies, Inc. Previous operations, including IMAC Regeneration Centers, are now classified as discontinued[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern for the next twelve months due to historical operating losses and cash outflows. The company plans to raise additional capital to mitigate this risk[30](index=30&type=chunk) - The company is appealing an alleged Medicare overpayment of approximately **$2.7 million** related to its discontinued Progressive Health operations and has reserved this amount. A lawsuit was filed in federal court in May 2025 after an unfavorable appeal result[40](index=40&type=chunk)[43](index=43&type=chunk) - Subsequent to the quarter's end, the company issued additional promissory notes for an aggregate principal amount of **$1.7 million** to raise **$1.2 million** in cash[50](index=50&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the operational shift to Ignite Proteomics, highlighting a **$2.2 million** net loss, **$8.5 million** working capital deficit, and substantial doubt about going concern [Results of Operations](index=17&type=section&id=Results%20of%20Operations) Q1 2025 saw minimal revenue, **$0.1 million** in cost of revenues, and **$2.1 million** in operating expenses, primarily driven by salaries, legal, and professional fees - Operating expenses for Q1 2025 totaled **$2.1 million**, primarily composed of salaries and benefits (**$0.8 million**), legal fees (**$0.5 million**), and professional/consulting fees (**$0.5 million**)[61](index=61&type=chunk) - Cost of revenues in Q1 2025 was **$0.1 million**, split between **$0.05 million** for laboratory supplies and **$0.05 million** for depreciation expense[60](index=60&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity deteriorated with cash at **$0.03 million** and working capital deficit widening to **$(8.5) million**, raising substantial doubt about going concern Working Capital and Cash Position | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $0.03 million | $0.5 million | | Working Capital | $(8.5) million | $(7.3) million | - Current liabilities stood at approximately **$8.8 million**, including **$3.8 million** to vendors, **$0.4 million** in dividends payable, **$0.5 million** in notes payable, and **$4.0 million** for liabilities of discontinued operations[63](index=63&type=chunk) - Management has concluded that the company's financial condition raises substantial doubt about its ability to continue as a going concern and anticipates the need to raise additional capital to fund future operations[64](index=64&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable to the company - This item is not applicable to the company[68](index=68&type=chunk) [Item 4. Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2025, due to material weaknesses including insufficient accounting resources and lack of segregation of duties - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting[70](index=70&type=chunk) - Identified material weaknesses include: 1. Insufficient resources in the accounting department, hindering timely and proper financial reporting 2. Lack of segregation of conflicting duties due to the company's small size[74](index=74&type=chunk) - No changes were made to the internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[75](index=75&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=20&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently aware of any legal proceedings with a material adverse effect on its business - The company is not currently aware of any legal proceedings that are believed to have a material adverse effect on the business[77](index=77&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) No material changes to Risk Factors from the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have been made to the Risk Factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[78](index=78&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=20&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None reported[79](index=79&type=chunk) [Item 6. Exhibits](index=21&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents and officer certifications - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[84](index=84&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38797 IMAC Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 83-0784691 (State or Other Jurisdiction of I ...

Core Insights - Ignite Proteomics has demonstrated that MHC-II protein expression is a superior predictor of response to pembrolizumab (Keytruda) compared to PD-L1, with data to be presented at the NCCN Annual Conference [1][6] - The analysis indicates that measuring MHC-II levels can better identify breast cancer patients who will respond to Keytruda, potentially leading to more effective treatment decisions [2][6] I-SPY 2 Trial Context - The I-SPY 2 trial is a multicenter, adaptive platform trial focused on high-risk stage II and III breast cancer patients undergoing neoadjuvant treatment, evaluating new agents based on interim outcomes [2] - MHC-II expression outperformed PD-L1 measurements in predicting patient outcomes within this significant research setting [2] Key Findings - Among five tested PD-L1 antibodies, only MHC-II showed a statistically significant correlation with response to pembrolizumab, while none of the PD-L1 measurements reached statistical significance [7] - Patients with higher MHC-II protein levels exhibited nearly double the response rate compared to unselected patient cohorts [7] - There is an unmet need for biomarker testing in certain cancer types, where a significant number of patients do not respond to checkpoint inhibitors; MHC-II testing could enhance the identification of those likely to benefit [7] About Ignite Proteomics - Ignite Proteomics utilizes a multi-analyte proteomic assay to assist oncologists in identifying the most effective targeted therapies for patients, moving beyond single-gene tests to evaluate entire protein pathways [4] - The company is expanding its focus from advanced breast cancer to other solid tumors and therapies reliant on protein function, aiming to improve treatment outcomes and reduce costs [4]

Core Insights - Ignite Proteomics LLC has successfully transferred the Proprietary Laboratory Analyses (PLA) code 0249U from Theralink Technologies, enhancing its capabilities in proteomic diagnostics for breast cancer [1][10] - The PLA code 0249U is recognized in the Medicare Clinical Laboratory Fee Schedule and is reimbursed at $2,219.13, indicating its significance among high-complexity diagnostic assays [2][10] - The integration of the PLA code positions Ignite Proteomics to lead in proteomic diagnostics and accelerate innovation in precision oncology [3] Company Overview - Ignite Proteomics specializes in advanced Reverse Phase Protein Array (RPPA) technology for cancer diagnostics, operating under a CLIA-certified, CAP-accredited, and NY State-approved laboratory [7] - The company aims to bridge the gap left by gene-focused methods by helping physicians match patients with suitable targeted therapies [7] - IMAC Holdings, the parent company, is committed to improving patient outcomes through innovative healthcare solutions and is in the process of rebranding to IMAC Holdings, Inc., DBA Ignite Sciences, Inc. [8] Diagnostic Methodology - Ignite's proteomic assay measures functional protein activity in breast tumors, providing oncologists with data on how patients might respond to targeted therapies [3] - This method differs from standard genomic tests by identifying active proteins, potentially improving treatment outcomes for patients [6][12] - The establishment of a dedicated PLA code allows for clearer reimbursement pathways, avoiding confusion associated with generic billing codes [5][10]

The new study adds to growing evidence that measuring activated proteins is key to cancer therapy selection. Golden, CO, Feb. 10, 2025 (GLOBE NEWSWIRE) -- Ignite Proteomics LLC, a subsidiary of IMAC Holdings, Inc. (Nasdaq: BACK), announces the publication of a significant study in the British Journal of Cancer titled "Functional activation of the AKT–mTOR signalling axis in a real-world metastatic breast cancer cohort". This research underscores the critical importance of measuring functional protein activa ...

Core Insights - IMAC Holdings has launched Ignite Proteomics LLC, a subsidiary focused on personalized cancer treatment through protein-level insights, addressing the need for improved therapy selection in breast cancer and other cancers [1][2] Group 1: Market Opportunity - The genomic testing market has not fully delivered on personalized care, as genetics reveal potential but proteins indicate current tumor behavior, positioning Ignite to disrupt the multi-billion-dollar genomic testing market [2][3] - The current clinically approved indication for Ignite's test represents a market opportunity of $600 million [2] Group 2: Product Offering - Ignite's multi-protein test measures a range of proteins in a single sample, providing a comprehensive view of tumor activity and therapy vulnerability, with several biomarkers protected by licensed patents [4][9] - The test aims to improve therapy selection by identifying drug targets that standard genomic tests may overlook, thus avoiding the trial-and-error approach in treatment [8] Group 3: Strategic Vision - Ignite Proteomics is collaborating with leading cancer centers to expand clinical evidence and integrate its test into routine care, enhancing the standard of care for breast cancer [8] - The focus on antibody-drug conjugates (ADCs) and immunotherapy reflects the need for deeper insights into tumor behavior as more complex therapies are introduced [8]

Financial Performance - Net loss for the nine months ended September 30, 2024 was $3,995,271, compared to $7,959,631 in the same period of 2023, representing a 49.8% improvement[14] - Net loss for the nine months ended September 30, 2024, was $3,995,271, compared to $7,960,429 in the same period in 2023, showing a significant improvement[20] - Net loss per share improved from $7.28 in the nine months ended September 30, 2023 to $3.64 in the same period of 2024, a 50.0% enhancement[14] - Revenues for the nine months ended September 30, 2024 were $72,050, compared to $0 in the same period of 2023[14] - Revenues from continuing operations for the three months and nine months ended September 30, 2024 were $56,300 and $72,050, respectively[81] - Net cash used in operating activities for the nine months ended September 30, 2024, was $2,025,227, compared to $2,957,156 in the same period in 2023[20] - Net cash used in operations decreased to approximately $2.0 million for the nine months ended September 30, 2024, compared to $3.0 million for the same period in 2023[92] Assets and Liabilities - Cash decreased from $221,511 in December 2023 to $195,511 in September 2024, a decline of 11.7%[12] - Total current assets dropped from $1,144,119 in December 2023 to $510,738 in September 2024, a significant decrease of 55.4%[12] - Accumulated deficit increased from $55,938,325 in December 2023 to $59,933,596 in September 2024, a growth of 7.1%[12] - Additional paid-in capital decreased slightly from $55,184,524 in December 2023 to $55,133,084 in September 2024, a marginal decline of 0.1%[12] - Working capital deficit increased to ($5.5 million) as of September 30, 2024, compared to ($0.8 million) as of December 31, 2023[74] - As of September 30, 2024, the company had $0.2 million in cash and negative working capital of $5.8 million[95] - The company had an accumulated deficit of $59.9 million as of September 30, 2024[97] - Operating lease obligations as of September 30, 2024 totaled $506,547, with $117,758 due within one year[98] Equity and Stock - Preferred stock increased from 4,550 shares in December 2023 to 45,826 shares in September 2024, a substantial growth of 907.1%[12] - Weighted average common shares outstanding increased from 1,102,738 in the nine months ended September 30, 2023 to 1,414,912 in the same period of 2024, a rise of 28.3%[14] - Preferred stock sales generated gross proceeds of $1.35 million during the nine months ended September 30, 2024[36] - Total liquidation value of preferred shares outstanding as of September 30, 2024, was $52,241,000[40] - The company amended its 2018 Incentive Compensation Plan to increase the number of shares authorized for issuance from 66,667 to 566,667 shares[24] - The company issued common stock purchase warrants with a total value of $8.4 million, with a weighted average exercise price of $2.60[37] - The Company entered into a Common Stock Purchase Agreement with Keystone Capital Partners, LLC, allowing the sale of up to $60 million of newly issued shares of Common Stock[63] Expenses and Costs - Total operating expenses for the nine months ended September 30, 2024 were $3,684,636, a decrease of 35.3% from $5,697,144 in the same period of 2023[14] - Laboratory supplies for the three months and nine months ended September 30, 2024 were approximately $70,000 and $107,000, respectively[84] - Laboratory depreciation for the three months and nine months ended September 30, 2024 was approximately $52,000 and $87,000, respectively[85] - Salaries and benefits expenses increased by $277,000 in the three months ended September 30, 2024 compared to the same period in 2023[88] - General and administrative expenses increased by $707,000 in the three months ended September 30, 2024 compared to the same period in 2023[90] Acquisitions and Financing - The company acquired Theralink assets, resulting in the recording of long-lived assets of $1.1 million and the settlement of note receivables of $1.1 million[34] - The company issued promissory notes totaling $2.0 million, with cash proceeds of approximately $1.4 million during the nine months ended September 30, 2024[35] - The Company issued promissory notes in October 2024 with an aggregate principal amount of $0.3 million, maturing on the earlier of June 18, 2025, or the consummation of a securities offering[60] - The Company entered into a PIPE Financing agreement, issuing 4,676 shares of Series G convertible preferred stock and 2,977,711 warrants for aggregate proceeds of $3,740,000[61] - The Company used $2.2 million of the PIPE Financing proceeds to repay outstanding promissory notes[62] Discontinued Operations - The company has discontinued operations related to IMAC Regeneration Centers, The BackSpace retail stores, and the Investigational New Drug division[25] - Discontinued operations resulted in a net loss of $31,992 for September 30, 2024, compared to a net loss of $2,196,405 for the same period in 2023[44] Internal Controls and Reporting - The company identified material weaknesses in internal control over financial reporting, leading to ineffective disclosure controls and procedures as of September 30, 2024[105] - No changes in internal control over financial reporting were identified during the most recent fiscal quarter that materially affected or are likely to affect the company's financial reporting[106] - Insufficient resources in the accounting department restrict the company's ability to gather, analyze, and review financial reporting information in a timely manner[107] - The company faces challenges in segregating conflicting duties due to its size and nature, which has been identified as a material weakness in internal controls[107] Legal and Regulatory Matters - The Company received a recommendation from Covent Bridge Group for overpayment of $2.7 million related to Progressive Health, with 38 claims reviewed and 15 claims supported by medical necessity[50][51][52] - The Company received a recommendation from Covent Bridge Group for overpayment of $0.5 million related to Advantage Therapy, with a partially favorable decision supporting the appealed claims[55][56] - The Company received a notification from Covent Bridge Group estimating an overpayment of $1.1 million at a patient center in MO, with plans to appeal by filing a redetermination request[65] - The Company has not recorded a provision for any claims as of September 30, 2024, due to the inability to estimate a possible loss or range of loss[59] Strategic Focus - The company's continuing operations focus on precision medicine in cancer treatment, leveraging acquired laboratory capabilities from Theralink Technologies, Inc[23]

FORM 10-Q Filing Information [Registrant Information](index=1&type=section&id=Registrant%20Information) IMAC Holdings, Inc. filed its Form 10-Q, identifying as a non-accelerated, smaller reporting, and emerging growth company - IMAC Holdings, Inc. is a **non-accelerated filer, smaller reporting company, and emerging growth company**[2](index=2&type=chunk)[4](index=4&type=chunk) - As of December 18, 2024, the registrant had **2,013,199 shares of common stock outstanding**[5](index=5&type=chunk) Important Information Regarding Forward-Looking Statements [Forward-Looking Statements Disclosure](index=4&type=section&id=Forward-Looking%20Statements%20Disclosure) The Form 10-Q contains forward-looking statements subject to risks and uncertainties detailed in the Annual Report on Form 10-K/A - The report contains forward-looking statements, identified by words like **'believe,' 'expect,' 'anticipate,' 'project,' 'could,' 'would,' and similar expressions**[8](index=8&type=chunk) - Actual results may differ **materially** due to risks and uncertainties described in 'Item 1A — Risk Factors' of the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023[8](index=8&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law[8](index=8&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (Selected Data) | ASSETS / LIABILITIES AND STOCKHOLDERS' (DEFICIT) | June 30, 2024 | December 31, 2023 | | :----------------------------------------------- | :------------ | :---------------- | | Cash | $890,610 | $221,511 | | Total current assets | $1,214,417 | $1,144,119 | | Total assets | $2,223,483 | $1,144,119 | | Total current liabilities | $4,518,282 | $1,896,766 | | Total stockholders' deficit | $(2,294,799) | $(752,647) | | Total liabilities and stockholders' deficit | $2,223,483 | $1,144,119 | - Cash increased significantly from **$221,511** at December 31, 2023, to **$890,610** at June 30, 2024[14](index=14&type=chunk) - Total current liabilities more than doubled from **$1,896,766** to **$4,518,282**, primarily due to an increase in accounts payable and accrued expenses, dividends payable, and a new note payable[11](index=11&type=chunk) - Stockholders' deficit worsened from **$(752,647)** to **$(2,294,799)**[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (Selected Data) | Metric (Continuing Operations) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues, net | $15,750 | $- | $15,750 | $- | | Gross profit | $(56,252) | $- | $(56,252) | $- | | Operating loss | $(1,401,944) | $(1,137,682) | $(1,810,574) | $(2,433,700) | | Net loss from continuing operations | $(1,413,106) | $(1,158,898) | $(1,862,005) | $(2,455,760) | | Net income (loss) from discontinued operations | $29,702 | $(244,409) | $71,382 | $(2,646,200) | | Net loss | $(1,383,404) | $(1,403,307) | $(1,790,623) | $(5,101,960) | | Preferred dividends | $(648,116) | $- | $(727,481) | $- | | Net loss available to common stockholders | $(2,031,520) | $(1,403,307) | $(2,518,104) | $(5,101,960) | | Net loss per share – Basic and diluted | $(1.72) | $(1.28) | $(2.16) | $(4.63) | - The company generated **$15,750** in revenue from continuing operations for both the three and six months ended June 30, 2024, compared to no revenue in the prior year periods[17](index=17&type=chunk) - Net loss from continuing operations for the six months ended June 30, 2024, improved to **$(1,862,005)** from **$(2,455,760)** in the prior year[17](index=17&type=chunk) - Net income from discontinued operations was **$71,382** for the six months ended June 30, 2024, a significant improvement from a loss of **$(2,646,200)** in the prior year[17](index=17&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Changes in Stockholders' Equity (Deficit) (Six Months Ended June 30) | Metric | June 30, 2024 | June 30, 2023 | | :------------------------- | :------------ | :------------ | | Balance, January 1 | $(752,647) | $4,651,256 | | Issuance of preferred stock, net of issuance costs | $975,952 | $- | | Dividends declared | $(727,481) | $- | | Net loss | $(1,790,623) | $(5,101,960) | | Balance, June 30 | $(2,294,799) | $(358,970) | - The total stockholders' deficit increased from **$(752,647)** at January 1, 2024, to **$(2,294,799)** at June 30, 2024, primarily due to net loss and preferred dividends declared, despite proceeds from preferred stock issuance[21](index=21&type=chunk) - Preferred stock issuance generated **$975,952** in net proceeds during the six months ended June 30, 2024[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2024 | 2023 | | :----------------- | :------------ | :------------ | | Operating activities | $(930,128) | $(1,670,284) | | Investing activities | $(375,000) | $1,130,000 | | Financing activities | $1,974,227 | $24,075 | | Net increase (decrease) in cash | $669,099 | $(516,209) | | Cash, end of period | $890,610 | $247,002 | - Net cash used in operating activities decreased to approximately **$0.9 million** in 2024 from **$1.7 million** in the prior year, primarily due to a lower net loss and discontinuance of operations[94](index=94&type=chunk) - Net cash used in investing activities was **$(0.4) million** in 2024, compared to **$1.1 million** provided in 2023, which was attributed to the sale of Louisiana Orthopedic operations[95](index=95&type=chunk) - Net cash provided by financing activities significantly increased to **$2.0 million** in 2024 from **$0.02 million** in 2023, driven by the issuance of notes payable and preferred stock[95](index=95&type=chunk) - The company experienced a net increase in cash of **$669,099**, ending the period with **$890,610** in cash, compared to a decrease of **$(516,209)** and **$247,002** cash at the end of the period in 2023[24](index=24&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 – Description of Business](index=10&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Business) - The company's continuing operations focus on **precision medicine in cancer treatment**, utilizing **activated protein analysis for clinical testing of breast cancer patients and collaborations with biopharmaceutical companies**[28](index=28&type=chunk) - Discontinued operations include **IMAC Regeneration Centers, The BackSpace retail stores, and the Investigational New Drug division**, with **all patient care locations sold or discontinued as of June 30, 2024**[29](index=29&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) - **Interim financial statements are unaudited and prepared in accordance with SEC rules, with adjustments consisting of normal and recurring items**[29](index=29&type=chunk) - **Continuing revenues are derived from individual patient protein analysis (billed to patient/third-party payor) and biopharmaceutical collaborations (billed directly to company)**[31](index=31&type=chunk) - The company is **evaluating the impact of recently issued accounting standards, ASU 2023-09 (Income Taxes) effective January 1, 2025, and ASU 2023-07 (Segment Reporting) effective December 31, 2024**[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Note 3 – Liquidity and Going Concern Considerations](index=12&type=section&id=Note%203%20%E2%80%93%20Liquidity%20and%20Going%20Concern%20Considerations) - The company expects to **incur operating losses and cash outflows, leading to substantial doubt about its ability to continue as a going concern for the next twelve months**[36](index=36&type=chunk) [Note 4 – Property and Equipment](index=12&type=section&id=Note%204%20%E2%80%93%20Property%20and%20Equipment) Property and Equipment, Net | Category | June 30, 2024 | December 31, 2023 | | :------- | :------------ | :---------------- | | Equipment | $1,044,000 | $762 | | Accumulated depreciation | $(35,000) | $- | | Total property and equipment, net | $1,009,000 | $762 | - Net property and equipment significantly increased to **$1,009,000** at June 30, 2024, from **$762** at December 31, 2023, primarily due to equipment acquisition[38](index=38&type=chunk) [Note 5 – Settlement and Release Agreement - Theralink](index=13&type=section&id=Note%205%20%E2%80%93%20Settlement%20and%20Release%20Agreement%20-%20Theralink) - The company **acquired certain assets from Theralink Technologies, Inc. during the six months ended June 30, 2024, resulting in $1.1 million in long-lived assets and settlement of $1.1 million in note receivables**[39](index=39&type=chunk) - As part of the Theralink settlement, the company **issued 24,172 shares of Series E preferred stock**[39](index=39&type=chunk) [Note 6 – Note Payable](index=13&type=section&id=Note%206%20%E2%80%93%20Note%20Payable) Notes Payable | Note Type | Interest Rate | Due Date | June 30, 2024 | December 31, 2023 | | :-------------------- | :------------ | :------------ | :------------ | :---------------- | | 40% OID promissory note | OID only | June 18, 2025 | $1,400,000 | $- | | Less: unamortized debt discounts | | | $(386,000) | $- | | Notes payable | | | $1,014,000 | $- | - The company **issued promissory notes totaling $1,400,000 (with a purchase price of $1,000,000) during the quarter, due June 18, 2025**[40](index=40&type=chunk) [Note 7 – Preferred Stock](index=13&type=section&id=Note%207%20%E2%80%93%20Preferred%20Stock) - During the six months ended June 30, 2024, the company **sold various series of preferred stock (C-2, D, E, F) for gross proceeds of $1.35 million**[41](index=41&type=chunk) - In connection with preferred stock sales, the company **issued common stock purchase warrants for 2.8 million shares with a weighted average exercise price of $2.60, valued at $8.4 million**[42](index=42&type=chunk) Preferred Stock Liquidation Preference | Series | Total Value | | :--------- | :------------ | | Series C & F | $6,269,000 | | Series D & E | $46,209,000 | | Total | $52,478,000 | [Note 8 – Common stock purchase warrants](index=13&type=section&id=Note%208%20%E2%80%93%20Common%20stock%20purchase%20warrants) Common Stock Purchase Warrants Activity | Metric | Number of Warrants | Weighted Average Exercise Price Per Share | | :---------------------- | :----------------- | :---------------------------------------- | | January 1, 2024 | 2,474,284 | $8.80 | | Granted | 2,756,084 | $2.60 | | Expired | (2,302,137) | $8.62 | | June 30, 2024 | 2,928,231 | $4.12 | - The **number of outstanding common stock purchase warrants increased from 2,474,284 at January 1, 2024, to 2,928,231 at June 30, 2024, with a significant number of new warrants granted at a lower exercise price**[44](index=44&type=chunk)[45](index=45&type=chunk) [Note 9 – Net Loss Per Share](index=15&type=section&id=Note%209%20%E2%80%93%20Net%20Loss%20Per%20Share) - **Basic and diluted net loss per common share are computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding**[46](index=46&type=chunk) - **Common stock equivalents (warrants, preferred shares, stock options) are excluded from diluted EPS calculation due to their anti-dilutive effect**[46](index=46&type=chunk) Anti-Dilutive Common Stock Equivalents | Item | June 30, 2024 | June 30, 2023 | | :------------------------ | :------------ | :------------ | | Common Stock Purchase Warrants | 2,928,231 | 398,582 | | Preferred shares (C-1, C-2, D, E, F) | 13,237,229 | - | | Stock options | 1,312 | 4,368 | | Total | 16,166,773 | 402,950 | [Note 10 – Discontinued operations](index=15&type=section&id=Note%2010%20%E2%80%93%20Discontinued%20operations) Net Assets and Liabilities from Discontinued Operations | Category | June 30, 2024 | December 31, 2023 | | :-------- | :------------ | :---------------- | | Net assets | $95,041 | $96,830 | | Net liabilities | $1,318,806 | $1,312,711 | Income (Loss) from Discontinued Operations | Metric | June 30, 2024 | June 30, 2023 | | :------------------------ | :------------ | :------------ | | Patient revenues, net | $- | $3,437,338 | | Operating expenses (recovery) | $(83,412) | $4,687,372 | | Other expenses | $12,030 | $1,396,166 | | Income (loss) from discontinued operations, net of income taxes | $71,382 | $(2,646,200) | - **Discontinued operations generated no patient revenues in 2024, compared to $3.4 million in 2023, reflecting the closure of all patient care locations**[46](index=46&type=chunk) - **Discontinued operations shifted from a net loss of $(2,646,200) in 2023 to a net income of $71,382 in 2024, primarily due to operating expense recovery**[46](index=46&type=chunk) [Note 11 – Commitments and Contingencies](index=17&type=section&id=Note%2011%20%E2%80%93%20Commitments%20and%20Contingencies) - The company is **subject to ongoing third-party audits by CMS contractors, including significant overpayment recommendations for Progressive Health ($2.7 million) and Advantage Therapy ($0.5 million), which are currently under appeal**[51](index=51&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) - A **payment suspension for IMAC Regeneration Center of Kentucky resulted in approximately $90,000 of Medicare accounts receivable being fully reserved as of December 31, 2023**[55](index=55&type=chunk) - Management is **unable to predict the timing or ultimate outcomes of these matters or estimate the range of possible loss, and no provision has been recorded**[57](index=57&type=chunk)[58](index=58&type=chunk) [Note 12 – Subsequent Events](index=18&type=section&id=Note%2012%20%E2%80%93%20Subsequent%20Events) - Between September 12 and October 30, 2024, the company **issued unsecured promissory notes totaling $840,000 (for $600,000 purchase price), maturing by June 18, 2025**[59](index=59&type=chunk) - On November 12, 2024, the company **completed a PIPE Financing, issuing 4,676 shares of Series G convertible preferred stock and warrants for $3,740,000, with $2,240,000 used to repay outstanding promissory notes**[60](index=60&type=chunk) - On November 22, 2024, **The Ozzie Smith Center received notification of an estimated $1,096,346.51 overpayment from CMS, which the company plans to appeal**[61](index=61&type=chunk) - The company is **in default on a lease for a former clinic in Tampa, Florida, and is in discussions with the landlord regarding outstanding amounts, with the likelihood and amount of loss currently inestimable**[62](index=62&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, covering the shift to precision medicine, key metrics, and cash flows [Special Note Regarding Forward-Looking Information](index=20&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Information) - The **discussion contains forward-looking statements subject to uncertainties, risks, and other influences, many beyond the company's control, which could materially affect actual results**[64](index=64&type=chunk)[65](index=65&type=chunk) - **Factors affecting results include risks and uncertainties detailed in Item 1A. Risk Factors of the Annual Report on Form 10-K/A**[64](index=64&type=chunk) [Overview](index=20&type=section&id=Overview) - The **company's continuing operations are focused on precision medicine in cancer treatment, leveraging acquired laboratory capabilities and intellectual property licenses from Theralink Technologies, Inc.**[67](index=67&type=chunk) - The company **previously provided movement and orthopedic therapies but decided to close underperforming locations and sell remaining practices in 2023 due to its financial position**[68](index=68&type=chunk) [Significant financial metrics](index=21&type=section&id=Significant%20financial%20metrics) - **Working capital deficit increased to $(3.3) million as of June 30, 2024, from $(0.8) million as of December 31, 2023**[70](index=70&type=chunk) - **Revenues from biopharmaceutical collaborations were $15,000 for the second quarter of 2024**[71](index=71&type=chunk) [Matters that May or Are Currently Affecting Our Business](index=21&type=section&id=Matters%20that%20May%20or%20Are%20Currently%20Affecting%20Our%20Business) - **Key factors for future success include obtaining additional financing, attracting skilled laboratory and sales personnel, and controlling operating expenses while proving the benefit of the Theralink asset acquisition**[72](index=72&type=chunk) - The company **acquired most assets of Theralink via a Settlement and Release Agreement on May 1, 2024, forgiving outstanding debt and issuing Series E Convertible Preferred Stock**[73](index=73&type=chunk) - The **merger agreement with Theralink was terminated on May 6, 2024, following the asset acquisition**[74](index=74&type=chunk) [Critical Accounting Policies and Estimates](index=22&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - **Financial statements are prepared under GAAP, requiring management estimates that affect reported amounts of assets, liabilities, and disclosures**[76](index=76&type=chunk) - **Critical accounting estimates involve highly uncertain assumptions and could materially impact financial condition or results of operations if changes occur**[77](index=77&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2024 Compared to the Three and Six Months Ended June 30, 2023](index=22&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202024%20Compared%20to%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202023) - In 2023, the company **discontinued business activities related to its underperforming clinic locations and BackSpace retail stores, with all locations closed and assets sold by December 31, 2023**[79](index=79&type=chunk) [Revenues – Continuing Operations](index=23&type=section&id=Revenues%20%E2%80%93%20Continuing%20Operations) - **Revenues from continuing operations for the three and six months ended June 30, 2024, were $15,750, solely from biopharmaceutical collaborations**[82](index=82&type=chunk) - The **continuing business focuses on precision medicine in cancer treatment, including clinical testing of breast cancer patients and collaborations with biopharmaceutical companies**[81](index=81&type=chunk) [Revenues – Discontinued Operations](index=23&type=section&id=Revenues%20%E2%80%93%20Discontinued%20Operations) - **Prior revenue mix from discontinued operations included medical treatments (traditional and regenerative), with traditional treatments covered by insurance and regenerative treatments typically patient-paid**[83](index=83&type=chunk) [Operating Expenses – Continuing Operations](index=23&type=section&id=Operating%20Expenses%20%E2%80%93%20Continuing%20Operations) - **Laboratory supplies expense was approximately $37,000 for the three and six months ended June 30, 2024, due to the acquisition of the laboratory**[85](index=85&type=chunk) - **Salaries and benefits remained flat for the three months ended June 30, 2024 (YoY) but decreased for the six-month period due to lower staff count in early 2024**[87](index=87&type=chunk) - **General and administrative (G&A) expense increased by $510,000 for the three months ended June 30, 2024 (YoY) due to laboratory acquisition costs, but decreased by $378,000 for the six-month period (YoY) due to clinic closures**[89](index=89&type=chunk) - **Depreciation and amortization decreased for the six months ended June 30, 2024 (YoY) due to asset sales and impairment, while remaining consistent for the three-month period**[90](index=90&type=chunk) [Analysis of Cash Flows](index=24&type=section&id=Analysis%20of%20Cash%20Flows) - **Net cash used in operations decreased to approximately $0.9 million for the six months ended June 30, 2024, from $1.7 million in the prior year, primarily due to a lower net loss and discontinuance of operations**[94](index=94&type=chunk) - **Net cash used in investing activities was $(0.4) million in 2024, compared to $1.1 million provided in 2023, which was attributed to the sale of Louisiana Orthopedic operations**[95](index=95&type=chunk) - **Net cash provided by financing activities significantly increased to $2.0 million in 2024 from $0.02 million in 2023, driven by the issuance of notes payable and preferred stock**[95](index=95&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2024, the company had **$0.9 million** in cash and a negative working capital of **$3.3 million**, worsening from a **$0.8 million deficit** at December 31, 2023[96](index=96&type=chunk) - Current liabilities totaled approximately **$4.5 million**, with **$1.1 million** owed to vendors[97](index=97&type=chunk) - The company has an accumulated deficit of **$57.7 million** and anticipates needing additional capital, raising **substantial doubt** about its ability to continue as a going concern[98](index=98&type=chunk) [Private Offering](index=24&type=section&id=Private%20Offering) - During the six months ended June 30, 2024, the company **sold various series of preferred stock (C-2, D, E, F) for gross proceeds of $1.35 million**[99](index=99&type=chunk) - **Common stock purchase warrants for 2.7 million shares were issued in connection with preferred stock sales, with a weighted average exercise price of $2.74**[99](index=99&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) Contractual Obligations as of June 30, 2024 | Period | Total | Less Than 1 Year | 1-3 Years | 4-5 Years | | :------------ | :---------- | :--------------- | :---------- | :---------- | | Operating lease obligations | $506,547 | $117,758 | $307,098 | $81,691 | [Impact of Inflation](index=24&type=section&id=Impact%20of%20Inflation) - **Inflation had a material impact on operating results for the six months ended June 30, 2024 and 2023, particularly affecting staffing and supply costs related to patient care**[102](index=102&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No applicable quantitative and qualitative disclosures about market risk are reported for the company - The company has **no applicable quantitative and qualitative disclosures about market risk**[104](index=104&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to material weaknesses in internal control, including insufficient accounting resources - Disclosure controls and procedures were **not effective** as of June 30, 2024, due to **material weaknesses** in internal control over financial reporting[106](index=106&type=chunk)[108](index=108&type=chunk) - **Material weaknesses** include **insufficient resources in the accounting department**, restricting the ability to gather, analyze, and review financial reporting information, and a **lack of segregation of duties**[106](index=106&type=chunk) - The company plans to expand accounting functions and improve internal procedures when additional capital resources are available[107](index=107&type=chunk) - **No changes in internal control over financial reporting occurred** during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[109](index=109&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) No legal proceedings are currently expected to have a material adverse effect on financial condition or operations - The company is **not currently aware of any legal proceedings or claims that are reasonably likely to have a material adverse effect** on its financial condition, results of operations, or liquidity[112](index=112&type=chunk) - Litigation, even if successfully defended, can impose a **significant burden on management and employees and incur costly defense costs**[112](index=112&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Outlines updated risk factors materially affecting business, financial condition, and stock price, including operational and securities risks [Risks Related to our Business](index=27&type=section&id=Risks%20Related%20to%20our%20Business) - **Failure to successfully integrate the recently acquired Theralink assets**, **obtain necessary credentials for reimbursement**, or **secure additional funding could adversely affect financial results and growth strategy**[114](index=114&type=chunk)[115](index=115&type=chunk)[119](index=119&type=chunk) - The company expects **substantial resource expenditure for technology development and commercialization**, requiring additional funding that may **dilute existing stockholders or restrict operations**[116](index=116&type=chunk) - Risks include **potential goodwill/intangible asset impairment charges**, **susceptibility to audits by CMS/health insurance providers/IRS**, and **liabilities from discontinued operations**[121](index=121&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - Commercial success depends on **market acceptance, adequate coverage/reimbursement, and ability to compete against less expensive or more effective alternatives in the intense cancer information field**[126](index=126&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) - **Failure to retain key scientific, clinical, and regulatory personnel**, or **reliance on third-party suppliers**, could **impede technology development and commercialization**[132](index=132&type=chunk)[136](index=136&type=chunk) - **Regulatory changes, such as proposed government regulation of Laboratory Developed Tests (LDTs)**, could **require additional clinical trials, increase costs, or delay approvals**[140](index=140&type=chunk)[141](index=141&type=chunk) - **Inability to safeguard against security breaches**, **potential product liability claims**, and **complex legal matters regarding licensed patents** pose **significant risks to business operations and profitability**[146](index=146&type=chunk)[148](index=148&type=chunk)[150](index=150&type=chunk)[155](index=155&type=chunk) [Risks Related to Our Securities](index=33&type=section&id=Risks%20Related%20to%20Our%20Securities) - The company's stock price is **volatile**, with a **52-week range from $1.2176 to $7.75**, influenced by operational results, market expectations, and general economic factors[163](index=163&type=chunk) - The **Board of Directors can issue 'blank check' preferred stock**, which could **adversely affect common stockholders by diluting voting power or having preference in dividends/liquidation**[167](index=167&type=chunk) - As an **'emerging growth company' and 'smaller reporting company,'** the company utilizes **reduced reporting requirements**, which may make its financial statements **less comparable and securities less attractive to some investors**[167](index=167&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk) - While the company **regained Nasdaq compliance on July 17, 2024**, it remains under a **one-year 'Panel Monitor,'** and **failure to maintain listing criteria could harm its ability to raise capital and adversely impact stock price**[175](index=175&type=chunk)[176](index=176&type=chunk) - Concerns related to **product efficacy, safety, slow adoption, or failure to obtain foreign regulatory approvals** could **seriously harm revenues and future prospects**[178](index=178&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk) - The company faces **competition from other technologies and products**, and **regulatory changes could impact its ability to obtain or maintain approvals**[187](index=187&type=chunk)[188](index=188&type=chunk) - Operations involve **hazardous materials, requiring compliance with environmental laws and regulations**, which can be **expensive and carry risks of accidental contamination or injury**[189](index=189&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - There were **no unregistered sales of equity securities and use of proceeds to report**[192](index=192&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - There were **no defaults upon senior securities**[193](index=193&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - **Mine safety disclosures are not applicable**[194](index=194&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) No other information is reported for the period - There is **no other information to report**[195](index=195&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including warrants, promissory notes, and various agreements - Exhibits include **various forms of warrants (Exchange, PIPE, Placement Agent, general)**, a **Promissory Note dated June 18, 2024**, and several agreements[191](index=191&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - Key agreements filed include the **Exchange Agreement, Securities Purchase Agreements, Registration Rights Agreements, Settlement and Release Agreement with Theralink, Credit Agreement, and Security and Pledge Agreement**[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - A **Consulting Agreement dated May 24, 2024, with Jeffrey S. Ervin** is also included as an exhibit[204](index=204&type=chunk) SIGNATURES [Report Signatures](index=41&type=section&id=Report%20Signatures) The report was signed by Sheri Gardzina, CFO (Principal Financial and Accounting Officer), on December 18, 2024 - The report was **signed by Sheri Gardzina, Chief Financial Officer (Principal Financial and Accounting Officer), on December 18, 2024**[212](index=212&type=chunk)