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0001798270 false 0001798270 2023-05-16 2023-05-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): May 16, 2023

 

Assure Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40785   82-2726719

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7887 East Belleview Avenue, Suite 500
Greenwood Village, CO
  80111
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 720-287-3093

 

_____________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   IONM   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 8.01 Other Events.

 

On May 16, 2023, the Company issued a press release announcing the closing of its previously announced underwritten public offering of (i) 4,250,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) 750,000 pre-funded warrants at a public offering price of $1.20 per share of common stock or $1.199 per pre-funded warrant, for gross proceeds of approximately $6 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses. The pre-funded warrants are immediately exercisable upon closing and exercisable at a nominal exercise price of $0.001 or on a cashless basis and may be exercised at any time until all of the pre-funded warrants are exercised in full.

 

A copy of the press release is attached as Exhibits 99.1 hereto and is incorporated herein by reference.

 

Item 9.01 Exhibits

 

Exhibit No. Name
99.1 Press Release of Assure Holdings Corp., dated May 16, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  ASSURE HOLDINGS CORP.
     
Date: May 16, 2023 By: /s/ John Price
  Name: John Price
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2315896d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

ASSURE HOLDINGS CORP. ANNOUNCES CLOSING OF $6 MILLION UNDERWRITTEN PUBLIC OFFERING

 

DENVER, COLORADO, May 16, 2023 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (NASDAQ: IONM) (“Assure Holdings” or the “Company”), a provider of intraoperative neuromonitoring and remote neurology services, today announced the closing of an underwritten public offering of 5,000,000 shares of its common stock (or prefunded warrants in lieu thereof) at an offering price to the public of $1.20 per share (or $1.199 per pre-funded warrant). The pre-funded warrants are immediately exercisable at a nominal exercise price of $0.001 or on a cashless basis and may be exercised at any time until all of the pre-funded warrants are exercised in full.

 

Joseph Gunnar & Co., LLC acted as the sole book-running manager for the offering.

 

The gross proceeds to the Company from the offering are approximately $6 million, before deducting the underwriters’ fees and other offering expenses payable by Assure. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, marketing, product development and capital expenditures.

 

The Company has granted the underwriters in the offering a 45-day option to purchase up to 750,000 additional shares of the Company’s common stock and/or pre-funded warrants, in any combination thereof, from the Company at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

The securities were offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-269438), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on May 11, 2023. The offering was made only by means of a prospectus which is a part of the effective registration statement. A copy of the final prospectus relating to the offering was with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus may also be obtained, when available, from Joseph Gunnar & Co., LLC, 30 Broad Street, 11th Floor, New York, NY 10004, Attn: Syndicate Department, by phone (212) 440-9600.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Assure Holdings

 

Assure Holdings Corp. is a best-in-class provider of outsourced intraoperative neuromonitoring and remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures that place the nervous system at risk including neurosurgery, spine, cardiovascular, orthopedic and ear, nose and throat surgeries. Assure employs highly trained technologists that provide a direct point of contact in the operating room. Physicians employed through Assure subsidiaries simultaneously monitor the functional integrity of patients’ neural structures throughout the procedure communicating in real-time with the surgeon and technologist. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. For more information, visit the Company’s website at www.assureneuromonitoring.com.

 

 


 

Forward-Looking Statements

 

This news release may contain “forward-looking statements” within the meaning of applicable securities laws. Such statements include, but are not limited to, statements regarding the intended use of proceeds from offering and statements concerning the anticipated closing and closing date of the offering and may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. Forward-looking statements include, but are not limited to, the financial results presented herein which are subject to final review procedures and subsequent events. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks include risks regarding (i) our patient volume or cases not growing as expected, or decreasing, which could impact revenue and profitability; (ii) unfavorable economic conditions could have an adverse effect on our business; (iii) risks related to increased leverage resulting from incurring additional debt; (iv) the policies of health insurance carriers may affect the amount of revenue we receive; (v) our ability to successfully market and sell our products and services; (vi) we may be subject to competition and technological risk which may impact the price and amount of services we can sell and the nature of services we can provide; (vii) regulatory changes that are unfavorable in the states where our operations are conducted or concentrated; (viii) our ability to comply and the cost of compliance with extensive existing regulation and any changes or amendments thereto; (ix) changes within the medical industry and third-party reimbursement policies and our estimates of associated timing and costs with the same; (x) our ability to adequately forecast expansion and the Company’s management of anticipated growth; and (xi) risks and uncertainties discussed in preliminary prospectus included in our Registration Statement on Form S-1 for this offering and our most recent annual and quarterly reports filed with the United States Securities and Exchange Commission, including our annual report for the fiscal year ended December 1, 2022 on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023, and with the Canadian securities regulators and available on the Company’s profiles on EDGAR at www.sec.gov and SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise, except as required by law.

 

This release 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 forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the Company’s SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

 

Investor Relations

 

Brett Maas
Managing Principal, Hayden IR
T: 646-536-7331
ionm@haydenir.com