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 14,
2024
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 240
Denver, 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):
| x |
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 5.07. Submission
of Matters to a Vote of Security Holders
On
May 14, 2024, Assure Holdings Corp. (the “Company”) reconvenned its previously adjourned special meeting of stockholders (the
“Meeting”). The matters submitted for a vote and the related results are set forth below. A more detailed description of each
proposal is set forth in the Company’s proxy statement on Schedule 14A, as filed with the Commission on April 26, 2024, as amended
on May 8, 2024. A total of 5,427,462 shares of common stock were present at the Meeting, representing approximately 60% of the issued
and outstanding common stock.
Proposal One– Authorized Share
Increase
By a resolution passed,
the stockholders approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares
of common stock from 9,000,000 to 250,000,000.
| Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
Broker Non-Votes |
| 5,226,969 |
194,592 |
5,901 |
0 |
Item
7.01. Regulation FD Disclosure.
On May 16, 2024, the
Company issued a press release announcing stockholder approval of the increase in authorized shares of common stock at the special meeting
of stockholders held on May 14, 2024. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The information in this
Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language
in such filing.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits.
Additional Information
and Where to Find It
This Current Report 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 Current Report 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.
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
Current Report 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.
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, 2024 |
By: |
/s/ John Farlinger |
| |
Name: |
John Farlinger |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
May 16, 2024 |
 |
Assure Announces Approval of Increase in Authorized Capital at Adjourned
Special Shareholders Meeting
DENVER, May 16, 2024 (GLOBE NEWSWIRE) -- Assure Holdings Corp.
(the “Company” or “Assure”) (NASDAQ: IONM), a provider of intraoperative neuromonitoring (“IONM”)
and remote neurology services, announced today that at its adjourned Special Shareholder Meeting held on May 14, 2024, shareholders
approved the proposal to amend the Company’s Articles of Incorporation, to increase the number of authorized shares of common stock
of the Company from 9,000,000 to 250,000,000. The Company intends to file the amendment to the Articles of Incorporation promptly to effect
the increase in authorized common stock as soon as possible.
"I would like to thank our stockholders for their overwhelming
support to increase the number of authorized shares of common stock, allowing management to continue to execute on our strategy to merge
with Danam Health and retain our Nasdaq listing" stated John Farlinger, Chief Executive Officer and Chairman of Assure.
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
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.
Contacts
Brett Maas, Managing Principal
Hayden IR
ionm@haydenir.com
(646) 536-7331
Source: Assure Holdings Corp.
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