UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share IMAC NASDAQ Capital Market Warrants to Purchase Common Stock IMACW NASDAQ Capital Market Emerging growth company [X] FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTI ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share IMAC NASDAQ Capital Market Warrants to Purchase Common Stock IMACW NASDAQ Capital Market FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for the quarter ended March 31, 2020, show total assets of $21.1 million and total liabilities of $13.8 million, with a net loss of $2.1 million and cash used in operating activities of $1.2 million [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2020, total assets increased to $21.1 million, total liabilities rose to $13.8 million, and stockholders' equity decreased to $7.3 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 1,281,940 | 373,689 | | Total current assets | 3,541,307 | 2,577,575 | | Total assets | 21,103,552 | 20,418,078 | | **Liabilities & Equity** | | | | Total current liabilities | 9,284,967 | 6,065,636 | | Total liabilities | 13,820,832 | 12,480,786 | | Total stockholders' equity | 7,282,720 | 7,937,292 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2020, total revenue grew to $3.32 million, but operating expenses increased to $5.32 million, resulting in an operating loss of $2.0 million and a net loss of $1.73 million Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2020 ($) | Three Months Ended March 31, 2019 ($) | | :--- | :--- | :--- | | Total revenue | 3,321,556 | 2,769,828 | | Total operating expenses | 5,315,501 | 4,114,453 | | Operating loss | (1,993,945) | (1,344,625) | | Net loss | (2,070,149) | (2,030,410) | | Net loss attributable to IMAC Holdings, Inc. | (1,733,545) | (1,599,187) | | Net loss per share (Basic and diluted) | (0.18) | (0.27) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2020, net cash used in operating activities was $1.16 million, net cash provided by financing activities was $2.27 million, and the period ended with a cash balance of $1.28 million Condensed Consolidated Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2020 ($) | Three Months Ended March 31, 2019 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,157,207) | (894,149) | | Net cash used in investing activities | (207,243) | (42,426) | | Net cash provided by financing activities | 2,272,701 | 3,807,811 | | **Net increase in cash** | **908,251** | **2,871,237** | | **Cash, end of period** | **1,281,940** | **3,065,553** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business operations, accounting policies, and recent events, including acquisitions, a going concern warning due to a $5.7 million working capital deficiency, COVID-19 impacts, and a $1.69 million PPP loan received post-quarter - The company operates **16 medical clinics** across Kentucky, Missouri, Illinois, Tennessee, and Florida, focusing on non-invasive orthopedic therapies[11](index=11&type=chunk)[92](index=92&type=chunk) - The company has sustained substantial losses and had a working capital deficiency of approximately **$5.7 million** at March 31, 2020, raising substantial doubt about its ability to continue as a going concern[40](index=40&type=chunk) - In January 2020, the company acquired Chiropractic Health of Southwest Florida, Inc. (CHSF) for **$200,000**[19](index=19&type=chunk)[53](index=53&type=chunk) - Subsequent to the quarter end, in April 2020, the company received a **$1.69 million** loan under the Paycheck Protection Program (PPP) and approximately **$400,000** from the CARES Act Provider Relief Fund[85](index=85&type=chunk)[86](index=86&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the business overview, COVID-19 impacts, and Q1 2020 financial performance, noting a 19% revenue increase to $3.3 million, a widened operating loss of $2.0 million, and liquidity challenges with a $5.7 million working capital deficiency [Impacts of and Response to COVID-19 Outbreak](index=24&type=section&id=Impacts%20of%20and%20Response%20to%20COVID-19%20Outbreak) The COVID-19 pandemic led to clinic closures and a 19% staff reduction, with the company launching telemedicine and anticipating negative Q2 2020 revenue impacts - The company suspended operations at **three Kentucky clinics** and **one Illinois clinic** to comply with government orders related to COVID-19[101](index=101&type=chunk) - Cost-saving measures included terminating 11% of employees, additional furloughs resulting in a **19% total staff reduction**, and company-wide salary reductions of approximately **10%**[102](index=102&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q1 2020 patient service revenues increased 19% to $3.3 million due to acquisitions, but operating expenses, including a $0.9 million rise in salaries, led to an operating loss of $2.0 million and a net loss of $1.7 million - Patient service revenues increased **19% to $3.3 million** for Q1 2020, primarily due to the 2019 acquisitions of ISDI Holdings II and PHR Holdings[123](index=123&type=chunk) Revenue Breakdown by Service Type | Service Type | Q1 2020 (%) | Q1 2019 (%) | | :--- | :--- | :--- | | Medical treatments | 67% | 64% | | Physical therapy | 30% | 33% | | Chiropractic care | 3% | 3% | - Salaries and benefits expenses increased by **$0.9 million to $2.9 million**, mainly attributable to acquisitions in the Chicago and Rockford, Illinois areas[127](index=127&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | Metric | March 31, 2020 ($) | March 31, 2019 ($) | | :--- | :--- | :--- | | GAAP loss attributable to IMAC Holdings, Inc. | (1,733,545) | (1,599,187) | | Interest expense | 76,204 | 30,671 | | Beneficial conversion interest expense | - | 639,159 | | Share-based compensation expense | 81,084 | 3,749 | | Depreciation and amortization | 450,495 | 285,567 | | **Adjusted EBITDA** | **(1,125,762)** | **(640,041)** | [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2020, the company had $1.3 million in cash and a $5.7 million working capital deficiency, raising going concern doubts, and relies on external financing, including a $10 million share purchase agreement and a $1.0 million note purchase agreement - The company had **$1.3 million in cash** and a working capital deficiency of **$5.7 million** as of March 31, 2020[140](index=140&type=chunk) - In March 2020, the company entered into a note purchase agreement with Iliad Research & Trading, L.P., receiving **$1.0 million** in proceeds from a secured promissory note with an initial principal amount of **$1,115,000**[152](index=152&type=chunk) - As of March 31, 2020, the company had sold **1,602,294 shares** to Lincoln Park Capital under a purchase agreement for aggregate proceeds of **$2,424,053**[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the company - The company states that this section is **not applicable**[157](index=157&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, due to material weaknesses in internal control over financial reporting, including a lack of in-house accounting expertise and insufficient separation of duties - The CEO and interim CFO concluded that disclosure controls and procedures were **not effective** as of March 31, 2020[159](index=159&type=chunk) - Material weaknesses identified include a lack of in-house accounting personnel for complex transactions and insufficient separation of duties[159](index=159&type=chunk) - To remediate, the company has engaged a consulting firm and intends to hire dedicated accounting staff in the future[160](index=160&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently aware of any legal proceedings or claims that would have a material adverse effect on its business, financial condition, or operations - The company reports **no material legal proceedings** that would have a significant adverse effect[163](index=163&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company directs investors to its 2019 Annual Report on Form 10-K for risk factors, with the primary new addition being risks related to the COVID-19 outbreak and its potential material adverse impact - A new risk factor has been added regarding the **material adverse impact of the COVID-19 outbreak** on the company's business and financial results[165](index=165&type=chunk) - Key uncertainties related to COVID-19 include the duration of the pandemic, government and business responses, and the impact on patient demand and ability to pay[165](index=165&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - The company reported **no unregistered sales of equity securities** for the quarter[166](index=166&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - The company reported **no defaults upon senior securities**[168](index=168&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - The company reported **no other information**[169](index=169&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including merger agreements, corporate governance documents, financing agreements, and officer certifications - Exhibits filed include the Note Purchase Agreement, Promissory Note, and Security Agreement dated **March 25, 2020**[171](index=171&type=chunk)[172](index=172&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are included as exhibits[173](index=173&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Title of Each Class Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share NASDAQ Capital Market Warrants to Purchase Common Stock NASDAQ Capital Market Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra ...