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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 IMAC Holdings, Inc. 10-K 12/31/23 74:7.3M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.63M
2: EX-21.1 Subsidiaries List HTML 25K
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 32K
Awarded Compensation
3: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
13: R1 Cover HTML 97K
14: R2 Consolidated Balance Sheets HTML 109K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
16: R4 Consolidated Statements of Operations HTML 138K
17: R5 Consolidated Statement Changes in Stockholders' HTML 68K
Equity (Deficit)
18: R6 Consolidated Statements of Cash Flows HTML 109K
19: R7 Description of Business HTML 33K
20: R8 Summary of Significant Accounting Policies HTML 149K
21: R9 Capital Requirements, Liquidity and Going Concern HTML 27K
Considerations
22: R10 Concentration of Credit Risks HTML 32K
23: R11 Accounts Receivable HTML 30K
24: R12 Property and Equipment HTML 37K
25: R13 Intangibles Assets and Goodwill HTML 91K
26: R14 Operating Leases HTML 40K
27: R15 Notes Payable HTML 54K
28: R16 Shareholders? Equity (Deficit) HTML 105K
29: R17 Retirement Plan HTML 25K
30: R18 Income Taxes HTML 57K
31: R19 Commitments and Contingencies HTML 43K
32: R20 Subsequent Events HTML 61K
33: R21 Summary of Significant Accounting Policies HTML 197K
(Policies)
34: R22 Summary of Significant Accounting Policies HTML 95K
(Tables)
35: R23 Concentration of Credit Risks (Tables) HTML 30K
36: R24 Accounts Receivable (Tables) HTML 28K
37: R25 Property and Equipment (Tables) HTML 35K
38: R26 Intangibles Assets and Goodwill (Tables) HTML 80K
39: R27 Operating Leases (Tables) HTML 36K
40: R28 Notes Payable (Tables) HTML 49K
41: R29 Shareholders? Equity (Deficit) (Tables) HTML 65K
42: R30 Income Taxes (Tables) HTML 54K
43: R31 Schedule of Discontinued Operations on HTML 66K
Consolidated Balance Sheet and Income Statement
(Details)
44: R32 Schedule of Allowance for Doubtful Accounts HTML 28K
(Details)
45: R33 Schedule of Net Loss Per Share (Details) HTML 35K
46: R34 Summary of Significant Accounting Policies HTML 78K
(Details Narrative)
47: R35 Capital Requirements, Liquidity and Going Concern HTML 37K
Considerations (Details Narrative)
48: R36 Schedule of Concentration Risk (Details) HTML 31K
49: R37 Concentration of Credit Risks (Details Narrative) HTML 22K
50: R38 Schedule of Accounts Receivable (Details) HTML 29K
51: R39 Schedule of Property and Equipment (Details) HTML 46K
52: R40 Property and Equipment (Details Narrative) HTML 23K
53: R41 Schedule of Intangible Assets and Goodwill HTML 73K
(Details)
54: R42 Intangibles Assets and Goodwill (Details HTML 50K
Narrative)
55: R43 Schedule of Operating Lease Cost (Details) HTML 22K
56: R44 Schedule of Future Minimum Lease Payments HTML 43K
(Details)
57: R45 Schedule of Notes Payable (Details) HTML 44K
58: R46 Schedule of Notes Payable (Details) HTML 60K
(Parenthetical)
59: R47 Schedule of Stock Option Activity (Details) HTML 36K
60: R48 Schedule of Restricted Stock Units (Details) HTML 41K
61: R49 Schedule of Warrants (Details) HTML 29K
62: R50 Shareholders? Equity (Deficit) (Details Narrative) HTML 166K
63: R51 Retirement Plan (Details Narrative) HTML 26K
64: R52 Schedule of Components of Income Tax Benefits HTML 42K
(Details)
65: R53 Schedule of Deferred Tax Assets and Liabilities HTML 47K
(Details)
66: R54 Schedule of Effective Income Tax Rate HTML 40K
Reconciliation (Details)
67: R55 Income Taxes (Details Narrative) HTML 30K
68: R56 Commitments and Contingencies (Details Narrative) HTML 44K
69: R57 Subsequent Events (Details Narrative) HTML 92K
71: XML IDEA XML File -- Filing Summary XML 126K
74: XML XBRL Instance -- form10-k_htm XML 1.53M
70: EXCEL IDEA Workbook of Financial Report Info XLSX 142K
9: EX-101.CAL XBRL Calculations -- back-20231231_cal XML 206K
10: EX-101.DEF XBRL Definitions -- back-20231231_def XML 466K
11: EX-101.LAB XBRL Labels -- back-20231231_lab XML 1.08M
12: EX-101.PRE XBRL Presentations -- back-20231231_pre XML 758K
8: EX-101.SCH XBRL Schema -- back-20231231 XSD 155K
72: JSON XBRL Instance as JSON Data -- MetaLinks 477± 683K
73: ZIP XBRL Zipped Folder -- 0001493152-24-014857-xbrl Zip 417K
Exhibit 97.1
IMAC HOLDINGS, INC.
DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of IMAC Holdings, Inc. (the “Company”) has adopted this clawback policy (the “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company to provide for the recovery of erroneously awarded Incentive-Based Compensation from Executive Officers. This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and Listing Rule 5608(c) of the Nasdaq Stock Market (the “Exchange”), and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,” “Financial Reporting Measures,” “Incentive-Based Compensation” and “Received.” As used herein, these terms shall have the same meaning as in that regulation.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event of such an accounting restatement, the Company will recover reasonably promptly the Erroneously Awarded Compensation Received in accordance with this Policy.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received by an Executive Officer (1) after beginning service as an Executive Officer and (2) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in section 2, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question (whether or not such person is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company). The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
| (a) | Notwithstanding the foregoing, the Policy shall only apply if the Incentive-Based Compensation is Received (1) while the Company has a class of securities listed on the Exchange and (2) on or after October 2, 2023. | |
| (b) | See 17 C.F.R. §240.10D-1(b)(1)(i) for certain circumstances under which the Policy will apply to Incentive-Based Compensation Received during a transition period arising due to a change in the Company’s fiscal year. |
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery under this Policy with respect to each Executive Officer in connection with an accounting restatement described in Section 2 (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the Company’s stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and (2) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
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5. Recovery of Erroneously Awarded Compensation. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Board shall determine the amount of Erroneously Awarded Compensation Received by each Executive Officer, shall promptly notify each Executive Officer of such amount and demand repayment or return of such compensation based on a repayment schedule determined by the Board in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the Securities and Exchange Commission (the “SEC”), judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Board is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement.
| (a) | Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered and the Board has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange. | |
| (b) | Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and shall provide such opinion to the Exchange. | |
| (c) | Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
6. Board Decisions. Decisions of the Board with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation or any claims related to the Company’s enforcement of its rights under this Policy.
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8. Agreement to Policy by Executive Officers. The Board shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by the Executive Officer.
9. Other Recovery Rights. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement. Without limiting the generality of the foregoing, (i) with respect to Executive Officers, if application of the provisions of the Company’s 2018 Incentive Compensation Plan or individual employment agreements (the “Plan Clawback Provisions”) to any Executive Officer provides that a greater amount of such compensation may be subject to clawback, the Board may, in its sole discretion, elect to apply the Plan Clawback Provisions; and (ii) with respect to other persons employed by or providing services to the Company, this Policy does not limit or supersede the provisions of the 2018 Incentive Compensation Plan or individual employment agreements, and the Board may elect to apply the Plan Clawback Provisions in the Board’s sole discretion.
10. Disclosure. The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.
11. Amendments. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 11 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Exchange rule.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/16/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/02/24 IMAC Holdings, Inc. 10-K/A 12/31/23 75:7.2M M2 Compliance LLC/FA |