Assure Holdings Corp. (the “Company” or “Assure”) (NASDAQ: IONM), a
provider of intraoperative neuromonitoring (“IONM”) and remote
neurology services, would like to thank its stockholders for their
support of Proposal 1 – To approve the amendment of the Company’s
Articles of Incorporation, to increase the number of authorized
shares (the “Authorized Share Increase”) in the Company’s common
shares from 9,000,000 to 250,000,000, and remind those stockholders
that have not yet voted to vote without delay "FOR" Proposal 1 and
the other proposals in the Company's proxy statement for the
special meeting of its stockholders to be held on May 14, 2024 at
2:00 p.m. Pacific Time.
"The overwhelming majority of Assure stockholders who have
submitted their votes have voted in favor of Proposal 1. However,
more votes are needed to meet the required threshold for the
proposal to pass," stated John Farlinger, Chief Executive Officer
and Chairman of Assure.
"Assure has thousands of stockholders and many of them hold
relatively small positions. For the proposals to pass, it is
necessary also for stockholders with smaller positions to submit
their votes in favor of the proposals. Larger stockholders cannot
carry this forward alone," continued Mr. Farlinger. "I encourage
everyone who owned Assure shares on April 11th, the record date for
this meeting, to exercise their right to vote and help make this
critical increase in capital a reality.”
Assure stockholders should note that the authorized shares
proposal (Proposal 1) must be approved by greater than 50% of the
shareholders for the proposal to pass. Failure to vote or an
abstention from voting will have the same effect as a vote
"AGAINST" the increase proposal. All stockholders are asked to vote
"FOR" all proposals now. If you previously voted against any of
these proposals and would now like to change your vote, you can do
so by contacting Assure's proxy solicitor.
THE INCREASE IN CAPITAL CANNOT BE
OBTAINED UNLESSTHE PROPOSAL IS
APPROVED.Assure stockholders – Please
vote TODAY!
How to VoteAssure stockholders as of the close
of business on April 11, 2024, are entitled to vote at the special
meeting and have received copies of the Company's proxy
statement/prospectus/ information statement dated April 16, 2024.
If you are a Assure stockholder and you have questions or require
assistance in submitting your proxy or voting your shares, please
contact Assure's proxy solicitor:
ADVANTAGE PROXY,
INC.Toll Free:
1-877-870-8565Collect:
1-206-870-8565Email:
ksmith@advantageproxy.com
In addition, Assure's proxy solicitor may contact stockholders
on behalf of the Company. If you are a Assure stockholder and you
have not yet voted, please anticipate, and answer these incoming
calls and messages.
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.
Additional Information and Where to Find It
In connection with the Authorized Share Increase and the special
meeting of stockholders of Assure, Assure has filed a definitive
proxy statement on Schedule 14A with the the United States
Securities and Exchange Commission, or the SEC, on April 16, 2024,
as amended on April 24, 2024. This communication is not a
substitute for the definitive proxy statement for the special
meeting. Investors and securityholders may obtain free copies of
the definitive proxy statement on Assure’s website at
www.assureneuromonitoring.com, on the SEC’s website at www.sec.gov
or by directing a request to Assure at 7887 E. Belleview Ave.,
Suite 240, Denver, Colorado, USA 80111, Attention: John Farlinger,
Chief Executive Officer; or by email at ir@assureiom.com,
This communication may be deemed to be solicitation material
with respect to the proposed transactions between Assure and Danam
Health Inc. In connection with the proposed transaction, Assure has
filed relevant materials with the SEC, including a registration
statement on Form S-4, filed with the SEC on May 3, 2024, that
contains a prospectus and a proxy statement. Assure will mail the
proxy statement/prospectus to the Assure and Danam stockholders,
and the securities may not be sold or exchanged until the
registration statement becomes effective.
Investors and securityholders of Assure and Danam are urged to
read these materials when they become available because they will
contain important information about Assure, Danam and the proposed
transactions. This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or
any other documents that Assure may file with the SEC or send to
securityholders in connection with the proposed transactions.
Investors and securityholders may obtain free copies of the
documents filed with the SEC, once available, on Assure’s website
at www.assureneuromonitoring.com, on the SEC’s website at
www.sec.gov or by directing a request to Assure at 7887 E.
Belleview Ave., Suite 240, Denver, Colorado, USA 80111, Attention:
John Farlinger, Chief Executive Officer; or by email at
ir@assureiom.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
Each of Assure and Danam and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Assure in
connection with the proposed transaction. Information about the
executive officers and directors of Assure are set forth in
Assure’s Definitive Proxy Statement on Schedule 14A relating to the
2023 Annual Meeting of Stockholders of Assure, filed with the SEC
on December 5, 2023 and in Assure’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2023, filed with the SEC on
April 26, 2024. Other information regarding the interests of such
individuals, who may be deemed to be participants in the
solicitation of proxies for the stockholders of Assure are set
forth in the proxy statement/prospectus, which is included in
Assure’s registration statement on Form S-4 filed with the SEC on
May 3, 2024. You may obtain free copies of these documents as
described above.
Cautionary Statements Regarding Forward-Looking
Statements
This press release contains forward-looking statements based
upon the current expectations of Assure and Danam. Forward-looking
statements involve risks and uncertainties and include, but are not
limited to, statements about the structure, timing and completion
of the proposed transactions; the listing of the combined company
on Nasdaq after the closing of the proposed merger; expectations
regarding the ownership structure of the combined company after the
closing of the proposed merger; the expected executive officers and
directors of the combined company; the expected cash position of
each of Assure and Danam and the combined company at the closing of
the proposed merger; the future operations of the combined company;
and other statements that are not historical fact. Actual results
and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation: (i) the
risk that the conditions to the closing of the proposed transaction
are not satisfied, including the failure to timely obtain
stockholder approval for the transaction, if at all; (ii)
uncertainties as to the timing of the consummation of the proposed
transaction and the ability of each of Assure and Danam to
consummate the proposed merger, as applicable; (iii) risks related
to Assure’s ability to manage its operating expenses and its
expenses associated with the proposed transactions pending closing;
(iv) risks related to the failure or delay in obtaining required
approvals from any governmental or quasi-governmental entity
necessary to consummate the proposed transactions; (v) the risk
that as a result of adjustments to the exchange ratio, Assure
stockholders and Danam stockholders could own more or less of the
combined company than is currently anticipated; (vi) risks related
to the market price of Assure’s common stock; (vii) unexpected
costs, charges or expenses resulting from either or both of the
proposed transaction; (viii) potential adverse reactions or changes
to business relationships resulting from the announcement or
completion of the proposed transactions; (ix) risks related to the
inability of the combined company to obtain sufficient additional
capital to continue to advance its business plan; and (x) risks
associated with the possible failure to realize certain anticipated
benefits of the proposed transactions, including with respect to
future financial and operating results. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and
uncertainties. These and other risks and uncertainties are more
fully described in periodic filings with the SEC, including the
factors described in the section titled “Risk Factors” in Assure’s
Annual Report on Form 10-K for the year ended December 31, 2023
filed with the SEC, and in other filings that Assure makes and will
make with the SEC in connection with the proposed transaction,
including the proxy statement/prospectus described under
“Additional Information and Where to Find It.” You should not place
undue reliance on these forward-looking statements, which are made
only as of the date hereof or as of the dates indicated in the
forward-looking statements. Except as required by law, Assure
expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based.
ContactsBrett Maas, Managing PrincipalHayden
IRionm@haydenir.com(646) 536-7331
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