Theralink Technologies (THER) Risk Analysis

At the effective time of the Merger (the "Effective Time"), each share of common stock ("Theralink Common Stock") and each share of preferred stock of Theralink (together with the Theralink Common Stock, "Theralink Shares") issued and outstanding as of immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $0.001 (the "IMAC Shares") such that the total number of IMAC Shares issued to the holders of Theralink Shares shall equal 85% of the total number of IMAC Shares outstanding as of the Effective Time (the "Merger Consideration"). The Exchange Ratio is fixed (subject to adjustments in accordance with the terms of the Merger Agreement), which means that it will not change between now and the closing date, regardless of whether the market price of either IMAC common stock or Theralink common stock changes. Therefore, the value of the Merger Consideration will depend on the market price of IMAC common stock at the Effective Time. The respective market prices of both IMAC common stock and Theralink common stock have fluctuated since the date of the announcement of the parties' entry into the Merger Agreement and will continue to fluctuate. The market price of IMAC common stock, when received by Theralink equity holders after the Merger is completed, could be greater than, less than or the same as the market price of IMAC common stock on the date of this annual report.

In considering the recommendation of our board that Theralink equity holders vote in favor of the Merger Proposal, Theralink equity holders should be aware of and consider the fact that, aside from their interests as Theralink equity holders, certain Theralink directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Theralink equity holders generally. These interests include, among others, rights to continuing indemnification and directors' and officers' liability insurance. Our board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the merger and in recommending that Theralink equity holders approve the Merger Proposal.

Under the Nevada Revised Statutes, our equity holders do not have appraisal rights in connection with the Merger.

IMAC or Theralink may elect to terminate the Merger Agreement in accordance with its terms in certain circumstances. If the Merger is not completed for any reason, including if the IMAC shareholders fail to approve the applicable proposals, the ongoing business of Theralink may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following: - Theralink may experience negative reactions from the financial markets, including negative impacts on our unit price;   - Theralink may experience negative reactions from our customers, suppliers, vendors, landlords, joint venture co-members and other business relationships;   - We will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees;   - We may be required to pay a termination fee as required by the Merger Agreement;   - The Merger Agreement places certain restrictions on the conduct of the business pursuant to the terms of the Merger Agreement, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, may have been pursued;   - Matters relating to the Merger (including integration planning) require substantial commitments of time and resources by our management, which may have resulted in the distraction of our management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and   - Litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against Theralink to perform our obligations pursuant to the Merger Agreement.

The Merger is subject to the satisfaction of a number of conditions beyond the parties' control that may prevent, delay or otherwise materially adversely affect the completion of the Merger. These conditions include, among other things, IMAC shareholder approval of the issuance of IMAC Common Stock in connection with the Merger. IMAC and Theralink cannot predict with certainty whether or when any of these conditions will be satisfied. Any delay in completing the Merger could cause the combined company not to realize, or delay the realization, of some or all of the benefits that the companies expect to achieve from the Merger. In such context, when or if Theralink's equity holders will receive the Merger Consideration is also uncertain.

The Merger Agreement contains certain provisions that restrict our ability to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal, and we have agreed to certain terms and conditions relating to our ability to engage in, continue or otherwise participate in any discussions with respect to, provide a third party confidential information with respect to or enter into any acquisition agreement with respect to certain unsolicited proposals that constitute or are reasonably likely to lead to a competing proposal. These provisions could discourage a potential third-party acquirer that might have an interest in us from considering or pursuing an alternative transaction with us or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the total value proposed to be paid or received in the merger.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, related transactions, combining the operations of the two companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting, and other advisors, employee retention and benefit costs, and filing fees. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger and the integration of the two companies' businesses. While we have assumed that a certain level of expense would be incurred, there are many factors beyond our control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all.