Theralink® and IMAC Holdings announce receipt and response to the Securities and Exchange Commission comments on the previously filed Form S4
2023年11月14日 - 4:15AM
Theralink Technologies, Inc.
(OTC: THER) (“Theralink”), a precision oncology
company with its exclusive commercial RPPA (reverse phase protein
array) technology that can help predict which FDA-approved drug is
effective in each cancer, today with its merger partner,
IMAC Holdings, INC (Nasdaq: BACK), announce that
the companies have responded to the SEC’s first round of comments
on the jointly filed form S-4. A Form S-4 is a registration
statement that the Securities and Exchange Commission requires all
reporting companies to file in order to publicly offer new
securities pursuant to a merger or acquisition. The Companies
previously filed the S-4 on September 29th and received comments
from the SEC in late October.
Theralink’s Chief Executive Officer, Faith
Zaslavsky previously stated “The filing of the Form S-4 is a major
milestone, as it signifies Theralink and IMAC have reached a
definitive agreement and that the transaction is moving forward.
The result of the Merger will be a well-positioned proteomics pure
play squarely focused on the next generation of cancer care and
protein analysis, an opportunity that all stakeholders in our
companies are highly excited about. I am unaware of any other
proteomics company with a robust patent estate, certified and
accredited laboratory, and reimbursement agreements in place with
major payors like Medicare that parallels what our new combined
company possesses along with the leadership to execute and build
value.”
The companies expect to hear back from the
Securities and Exchange Commission within the next 10 business
days.
About Theralink Technologies,
Inc.Theralink Technologies is a proteomics-based,
precision medicine company with a nationally CLIA-certified and
CAP-accredited laboratory located in Golden, Colorado. Through its
unique and patented phosphoprotein and protein biomarker platform
and LDTs, Theralink's technology targets multiple areas of oncology
and drug development. In addition to the Company's first assay for
advanced breast cancer, Theralink is actively working on a second
assay that is planned to be pan-tumor for solid tumors across
multiple tumor types such as ovarian, endometrial, pancreatic,
liver, head and neck, colorectal, lung, prostate, among others.
Theralink provides precision oncology data through its powerful
Theralink® Reverse Phase Protein Array assays to assist the
biopharmaceutical industry and clinical oncologists in identifying
likely responders and non-responders to both FDA-approved and
investigational drug treatments. Theralink intends to help improve
cancer outcomes for patients, help reveal therapeutic options for
oncologists, and support biopharmaceutical drug development by
using a beyond-genomics approach to molecular profiling that
directly measures drug target levels and activity. For more
information, please visit www.theralink.com.
Theralink Technologies, Inc. (OTC: THER)
(“Theralink”) and IMAC Holdings, Inc. (Nasdaq: BACK) have entered
into a definitive Agreement and Plan of Merger (the “Merger
Agreement”) under which Theralink will merge with a newly formed,
wholly-owned subsidiary of IMAC in a stock-for-stock reverse merger
transaction (the “Merger”) in which Theralink will survive as a
wholly-owned subsidiary of IMAC, a Nasdaq-listed company. If
completed, the Merger will result in a combined company that will
focus on end-to-end proteomics testing, one of the most robust and
growing areas of medicine.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements, other than statements of
historical fact, included in this communication that address
activities, events or developments that IMAC or Theralink expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Words such as “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,”
“create,” “intend,” “could,” “would,” “may,” “plan,” “will,”
“guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,”
“strive,” “allow” or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the proposed Merger, the expected closing of
the proposed Merger and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio,
capital expenditures, cash flows and anticipated uses thereof,
synergies, opportunities and anticipated future performance,
including maintaining current Theralink management. Information
adjusted for the proposed Merger should not be considered a
forecast of future results. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements included in this communication.
These include the risk that cost savings, synergies and growth from
the proposed Merger may not be fully realized or may take longer to
realize than expected; the possibility that shareholders of IMAC
may not approve the issuance of new shares of IMAC common stock in
the proposed Merger or that shareholders of IMAC may not approve
the proposed Merger; the risk that a condition to closing of the
proposed Merger may not be satisfied, that either party may
terminate the Merger Agreement or that the closing of the proposed
Merger might be delayed or not occur at all; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the proposed Merger; the occurrence of any other event, change or
other circumstances that could give rise to the termination of the
Merger Agreement relating to the proposed Merger; the risk that
changes in IMAC’s capital structure and governance could have
adverse effects on the market value of its securities and its
ability to access the capital markets; the ability of IMAC to
retain its Nasdaq listing; the ability of Theralink to retain
customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on Theralink’s
operating results and business generally; the risk the proposed
Merger could distract management from ongoing business operations
or cause IMAC and/or Theralink to incur substantial costs; the risk
that Theralink may be unable to reduce expenses; the impact of the
COVID-19 pandemic, any related economic downturn; the risk of
changes in regulations effecting the healthcare industry; and other
important factors that could cause actual results to differ
materially from those projected. All such factors are difficult to
predict and are beyond IMAC’s or Theralink’s control, including
those detailed in IMAC’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K that are
available on IMAC’s website at www.ir.imacregeneration.com and
on the website of the Securities and Exchange Commission (the
“SEC”) at www.sec.gov, and those detailed in Theralink’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that are available on Theralink’s website at
www.theralink.com and on the website of the SEC. All
forward-looking statements are based on assumptions that IMAC and
Theralink believe to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither IMAC nor Theralink
undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
Contact InformationTheralink
Technologies, Inc.Trevor McCartneyVP, Strategic PartnershipsCell:
(720) 800-2160trevor.mccartney@theralink.com
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