Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

PIPE Financing

On November 12, 2024, IMAC Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, 4,675 shares of Series G convertible preferred stock, par value $0.001 per share ("Series G Preferred Stock") and warrants (the "Warrants", and, together with the Series G Preferred Stock, the "Securities"), (at a purchase price of $800 for each Preferred Share and Warrant to purchase one share of Common Stock) for aggregate proceeds of $3,740,000. Such investment is referred to as the "PIPE Financing". The Securities Purchase Agreement, the Series G Certificate of Designations (as defined below) the Warrants, and the Registration Rights Agreement (as defined below) are collectively referred to as the "Transaction Documents." On November 12, 2024, the Company consummated the PIPE Financing. Additional sales of Series G Preferred Stock and related Warrants may be made in future closings. The Company has used $2,240,000 of the proceeds of the PIPE Financing to repay $2,240,000 of outstanding promissory notes of the Company and intends to use the remainder of the net proceeds of this offering for general corporate purposes.

Series G Preferred Stock

The following is a description of the principal terms of the Series G Preferred Stock, which will be set forth in a Certificate of Designation of Rights and Preferences of the Series G Convertible Preferred Stock (the "Series G Certificate of Designations").

Authorized; Stated Value. Pursuant to the Series G Certificate of Designations, the Company will authorize 12,288 shares of Series G Preferred Stock and pursuant to the Series G Certificate of Designations. Each share of Series G Preferred Stock has a stated value of $1,000 (subject to increase upon any capitalization of dividends).

Ranking. The Series G Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the Required Holders (as defined in the Securities Purchase Agreement) consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series G Preferred Stock and all shares of preferred stock of the Company outstanding as of November 12, 2024 (the "Initial Issuance Date").

Liquidation Preference. In the event of a Liquidation Event, as defined in the Series G Certificate of Designations, the holders thereof shall be entitled to receive payment in an amount per share equal to the greater of (A) 120% of the sum of the stated value of the share plus any amount owed to the holder by the Company in connection with the share, including all declared and unpaid dividends thereon, on the date of such payment and (B) the amount per share such holders would receive if such shares had been converted into Common Stock immediately prior to the date of such payment; provided, however that if the funds available for such payment to the holders of Series G Preferred Stock and any other capital stock of the Company ranking on par with them for liquidation purposes are insufficient, all such holders shall be paid proportionally to their holdings out of available funds.

Dividends. Dividends on the Series G Preferred Stock equal to 10% per annum (subject to adjustment) will begin to accrue upon issuance and, subject to the satisfaction of certain customary equity conditions, will be payable in shares of Common Stock, provided, however, that the Company may elect to capitalize dividends in lieu of issuing shares of Common Stock by increasing the stated value of each applicable share of Series G Preferred Stock. If the Company fails to properly satisfy such equity conditions, such dividends will be capitalized for each holder of Series G Preferred Stock (unless such holder waives such failure in order to receive shares of Common Stock as payment for such dividend).

Conversion Rights

Conversion at Option of Holder. Each holder of Series G Preferred Stock may convert all, or any part, of their outstanding Series G Preferred Stock, at any time at such holder's option, into shares of Common Stock (which converted shares of Common Stock are referred to as "Conversion Shares" herein) based on the fixed "Conversion Price" of $1.57.

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