SecProbe.io

February 6, 2025
Faith Zaslavsky
Chief Executive Officer
IMAC Holdings, Inc.
3401 Mallory Lane, Suite 100
Franklin, TN 37067
Re:IMAC Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-280184
Dear Faith Zaslavsky:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
We note your disclosure on page 5 that on January 21, 2025, you received notice from
Nasdaq that you were no longer in compliance with the minimum stockholders’ equity
requirement of $2.5 million for continued listing on the Nasdaq Capital Market under
Listing Rule 5550(b)(1), and as a result, that your common stock would be scheduled
for delisting from Nasdaq and suspended from trading at the opening of business on
January 30, 2025. We also note your disclosure that you may request an appeal of this
determination to the Nasdaq hearings panel by January 28, 2025 to prevent your
common stock from being delisted and suspended, and that you intend, within the
allotted time, to appeal Nasdaq’s determination to the panel. Please revise to provide
updated disclosure regarding your appeal to the Nasdaq hearings panel, and revise
your cover page to disclose this continued listing deficiency. In your revised 1.

February 6, 2025
Page 2
disclosure, please also discuss the impact of a potential delisting of your common
stock on this offering, including that, as disclosed on page 15, it is a condition
precedent to commencement that the common stock has not been suspended by
Nasdaq.
Prospectus Summary, page 2
2.We note your disclosure on page 2 that you have entered into agreements with
Vanderbilt and GMU to transfer the Original Proteomics Licenses and to extend the
scope of the license from GMU to Europe and Canada. Please revise to disclose the
material terms of your agreements with Vanderbilt and GMU. Please also file the
agreements as exhibits to your registration statement. Refer to Item 601(b)(10) of
Regulation S-K.
3.We note your disclosure on page 2 that you "expect to increase levels of potential
revenue with high volume sample analysis," and that "the expansion of scope to
Europe and Canada and, potentially in the future, other regions, provides a greater
opportunity to achieve higher volume sample analysis." We also note your disclosure
that the expanded license protects you from the risk of potential competitors in Europe
that could compete in the proteomics analysis business. Please revise to further
discuss your expansion into Europe and Canada, including a more granular
breakdown of the geographic markets where your products are sold, and the timing for
your expansion into these and any other future markets where you intend to
commercialize your products. In this regard, we note your disclosure on page 3 that
"[t]he currently available Ignite RPPA Assay for Breast Cancer will be followed by
the Ignite RPPA Pan-Tumor Assay 1.0, expected to launch in 2025 to include ovarian,
endometrial, and head & neck cancers. The test is expected to expand further in 2026
to the Ignite RPPA Pan-Tumor Assay 2.0 to support the treatment of colorectal,
prostate, pancreatic, lung, and other solid tumor cancer indications." Please also revise
to briefly explain how your products are regulated in Canada and Europe, and clarify
how the expanded licenses protect you from the risk of potential competitors in
Europe.
4.We note your disclosure on page 2 that your commercially available LDT, the Ignite
RPPA Assay for Breast Cancer, is currently being utilized by oncologists across the
United States. Please revise your disclosure to clarify whether the Ignite RPPA and
any assays that you plan to commercialize in the future are or will be subject to FDA
regulatory approvals. In your revised disclosure, please consider the applicability of
the final rule issued by the FDA on May 6, 2024, related to LDTs. Make conforming
changes to your risk factors.
General
5.Please revise to include executive compensation disclosure for the fiscal year ended
December 31, 2024. Refer to Item 11 of Form S-1 and Item 402 of Regulation S-K.

February 6, 2025
Page 3
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Carol W. Sherman, Esq.