Theralink Announces Filing of Form S-4; Merger with IMAC Holdings Expected During Q4 2023

2023-10-04

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Golden, Colorado, Oct. 04, 2023 (GLOBE NEWSWIRE) -- Theralink Technologies, Inc. (OTC: THER) ("Theralink" or the "Company"), a precision oncology company with a novel phosphoprotein and protein assay for breast cancer, today announces the filing of a Form S-4 with the Securities and Exchange Commission requisite to complete the previously announced merger between the Company and IMAC Holdings, Inc. (NASDAQ: BACK)(“IMAC”)(the “Merger”). Upon regulatory approval, Theralink and IMAC expect to complete the Merger by the end of the current quarter.

Theralink and IMAC will be holding an investor call to provide additional insight and commentary on the Merger, which will create an exciting new NASDAQ-listed company focused on end-to-end proteomics testing. More information on the upcoming call will be released later this week.

“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,” commented Faith Zaslavsky, Chief Executive Officer of Theralink. “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. I look forward to the upcoming investor call to delve deeper into the tremendous opportunity before us.”

A Form S-4 filing provides all the pertinent information about the terms of a merger or acquisition so investors can make informed decisions. A sampling of some of the information included in a Form S-4 include a description of the companies' businesses and operations, the rationale for the proposed transaction, structure of the transaction, the financial and operational benefits and risks, and information of about the management teams of both companies, including qualifications and experience. Investors can access Form S-4 filings on the Securities and Exchange Commission (“SEC”) website.

The SEC reviews a Form S-4 filing to ensure that it is complete and accurate and that a merger complies with all applicable laws and regulations. The SEC may also ask the companies to provide additional information or to make changes to a transaction. Once the SEC has approved the Form S-4 filing, the companies can hold shareholder votes to approve a merger.

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 laboratory developed tests (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, and prostate, amongst 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.

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 Theralink or IMAC 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:

Kianne Keil

Kianne.Keil@theralink.com