Theralink Technologies, Inc. (OTC: THER) and IMAC Holdings, Inc. (Nasdaq: BACK) have joined forces in a groundbreaking stock-for-stock reverse merger transaction, which will create an exceptional new company focused on end-to-end proteomics testing.
This merger presents immense potential, as it combines the talents of both companies to take advantage of one of the fastest-growing and most robust areas of medicine. If the merger is completed, the newly-formed company will be listed in Nasdaq and Theralink will become a wholly-owned subsidiary of IMAC.
The Theralink® Test for Advanced Breast Cancer is a revolutionary tool that gives oncologists unparalleled insight into how best to treat their patients. With detailed analysis of 32 biomarkers, it assesses which of them are highly expressed or activated and then provides the FDA-approved therapeutics that would be the most effective in targeting it. This cutting-edge test not only increases actionability but also helps doctors to devise the best course of action for each individual patient.
Theralink has just been approved for Medicare reimbursement, and its evidence-based clinical utility data has been bolstered by an observational registry study. With over 90% actionability and 70% for clinical utility, the Theralink test is paving the way for personalized and targeted breast cancer treatment.
Theralink’s cutting-edge technology is a game-changer for oncology and drug development. Their lab developed tests (LDTs) provide precision diagnosis and treatment options for a range of cancers, including ovarian, endometrial, head and neck, pancreatic, colorectal, lung, and prostate. The Company has already released its first test for advanced breast cancer – and they’re hard at work on a pan-tumor test for solid tumors, thus revolutionizing the way we detect and treat cancer.
Dr. Mick Ruxin, CEO of Theralink, is thrilled about the potential of a merger with IMAC, saying it will give the company wider access to capital and enable them to make a huge impact on cancer care. With their innovative predictive, protein biomarker test, oncologists will now have a better way to understand individual cancer patient’s biology and the best treatments for each case.
This is a major step forward for not only in terms of market access and reimbursement, but also through product diversification and increased laboratory throughput. It’s a very exciting time for everyone involved.
About the Transaction
The boards of directors from both Theralink and IMAC have unanimously approved the merger agreement for a stock for stock reverse merger. After the closing, current IMAC directors will resign and the existing Theralink directors will be appointed to the board of IMAC, with Jeffrey Busch serving as Chairman.
This would mean that Theralink stakeholders will own an estimated 85%, whilst pre-merger IMAC equity holders will own approxiamtely 15% of the combined company, on a fully diluted basis using the treasury stock method. This exciting venture is expected to close sometime in the late third quarter or early fourth quarter of 2023, subject to meeting the closing conditions including satisfactory due diligence and shareholder approval for both companies.
Advisors
Joseph Gunnar & Co., LLC is proud to be the exclusive financial advisor of the exciting new transaction involving IMAC Holdings, Inc. and Theralink Technologies, Inc. With legal counsel provided by Olshan Frome Wolosky for IMAC Holdings, Inc. and K&L Gates for Theralink Technologies, Inc., this is sure to be an exciting step forward for both companies.
About Theralink Technologies, Inc.
Theralink Technologies is committed to helping improve patient outcomes in the fight against cancer. Through its precision oncology technology and CLIA-certified and CAP-accredited laboratory in Golden, Colorado, the company has developed a unique and patented phosphoprotein and protein biomarker platform and LDTs to aid oncologists in providing the best possible care to their patients.
Theralink’s first assay is designed specifically for advanced breast cancer, but the organization is actively researching and developing a second assay to span multiple tumor types like ovarian, endometrial, pancreatic, liver, head and neck, colorectal, and lung.
The assays also provide invaluable insight into the likely efficacy of both FDA-approved and investigational drugs, a step forward in personalized medicine.Theralink’s mission is to provide a beyond-genomics approach to molecular profiling that directly measures drug target levels and activity, improving the health of those afflicted with cancer.
About IMAC Holdings, Inc.
IMAC Holdings specializes in providing innovative health and wellness solutions to improve the lives of both young and aging populations. Our comprehensive range of treatments includes sports medicine, orthopedic care, and regenerative rehabilitation services to address movement restricting pain and neurodegenerative diseases.
As part of our commitment to delivering optimal patient care, we also have a dedicated clinical research division conducting a Phase I clinical trial to evaluate a mesenchymal stem cell therapy candidate for bradykinesia due to Parkinson’s disease. At IMAC, we strive to help our patients reclaim their lives with evidence-based care and cutting-edge therapies.
Important Additional Information and Where to Find It
IMAC and Theralink are proposing to merge, and IMAC is filing a registration statement on Form S-4 with the SEC to register the shares of its common stock to be issued in connection with the proposed merger. In addition to the registration statement, a joint proxy statement/prospectus containing important information about the proposed merger and related matters will be filed with the SEC by each party.
Investors and securityholders of both IMAC and Theralink are urged to carefully and thoroughly read the registration statement, the joint proxy statement/prospectus and other relevant documents filed with the SEC, as each may be amended or supplemented from time to time, in order to fully understand the implications of this proposed merger and its associated risks.
Shareholders of IMAC and Theralink can obtain the Registration Statement and the joint proxy statement/prospectus after the Registration Statement is declared effective. Simply head over to the SEC’s website at www.sec.gov to get your free copy of the documents and other relevant documents filed by IMAC and Theralink with the SEC (when they become available). Get your copies from IMAC’s and from under the “Investor Relations” tab. Don’t miss out this golden opportunity to stay up-to-date with the joint venture!
Participants in the Solicitation
The proposed transaction between IMAC and Theralink is set to bring a new dawn in the market. As shareholders of both companies, potential investors, and readers will want to pay attention to the details of the joint proxy statement/prospectus carefully when it becomes available before making any decisions.
By reading this material, one can gain insightful information about the directors and executives of both IMAC and Theralink, as evidenced by IMAC’s Annual Report on Form 10-K for the year ended December 31, 2022, its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on May 11, 2023, and the joint proxy statement/prospectus (when available).
As well as details from Theralink’s Annual Report on Form 10-K for the year ended September 30, 2022 which was filed with the SEC on December 29, 2022. Now more than ever is the right time to take a closer look into the futures of IMAC and Theralink.
No Offer or Solicitation
This is not an invitation to buy or sell any securities. In no way is this communication an offer to purchase or a solicitation of a vote or approval in any jurisdiction, where such offers, solicitations or sales would be illegal prior to registration and qualification of the applicable securities laws. Any offering will only be made through a prospectus that meets the guidelines of Section 10 of the United States Securities Act of 1933.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements about the potential merger between IMAC and Theralink, the expected closing of the merger and the ensuing post-transaction company, including its operations, strategies, and plans. We anticipate potential cost savings, synergies, and growth from this merger, but there are various risks and uncertainties that could prevent us from achieving our goals.
We expect to reduce expenses and maintain current Theralink management, but our ability to retain customers and key personnel, and to access the capital markets could all be affected. We also must remain vigilant of laws and regulations and the continued impact of the COVID-19 pandemic on the healthcare industry. Nonetheless, both IMAC and Theralink believe that the potential this merger offers will far outweigh the risks, so we are striving to bring the merger to fruition.