UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 5)
Tender Offer Statement Under Section 13(e)(1)
of the Securities Exchange Act of 1934
ASSURE HOLDINGS CORP.
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
9% CONVERTIBLE DEBENTURES DUE 2023 AND 2024
(Title of Class of Securities)
|
04625J303
(CUSIP Number of Common Stock Underlying Debentures) |
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|
John Farlinger
Executive Chairman and Chief Executive Officer
7887 East Belleview Avenue, Suite 240
Denver, Colorado 80111
Telephone: 720-287-3093 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) |
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| Copies to: |
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Jason K Brenkert, Esq.
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202
Telephone: (303) 352-1133
Fax Number: (303) 629-3450 |
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| ¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
| ¨ |
third party tender offer subject to Rule 14d-1. |
| x |
issuer tender offer subject to Rule 13e-4. |
| ¨ |
going-private transaction subject to Rule 13e-3. |
| ¨ |
amendment to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| ¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 5 (“Amendment No.
5”) amends the Tender Offer Statement on Schedule TO originally filed by Assure Holdings Corp., a Nevada corporation (the “Company”,
“we”, “us” or “our”), on June 21, 2024, as amended on July 3, July 9, July 12
and July 22, 2024 (as amended through July 22, 2024 the “Fourth Amended Schedule TO”), in connection with an offer
(the “Convertible Note Exchange Offer”) by Assure to exchange, for each $1,000 claim, consisting of principal amount,
and accrued and unpaid interest through, and including, July 19, 2024, of the Company’s 9% Convertible Debentures due 2023 and 2024
(the “Assure Convertible Debentures”), 238.44 shares of the Company’s common stock (the “Common Stock”)
equal to the quotient of $1,000 divided by a per share price of $4.194. Assure is seeking to exchange any and all outstanding Assure
Convertible Debentures in the Convertible Note Exchange Offer for the offered shares of Common Stock.
The Convertible Note Exchange Offer commenced
on June 21, 2024 and will expire at 11:59 p.m. (Denver time) on July 26, 2024, unless extended by the Company.
This Amendment No. 5 is being filed solely to
provide as an exhibit the press release, dated July 29, 2024, announcing the extension of the Convertible Note Exchange Offer from 11:59
p.m. (Denver Time) on July 29, 2024 to 11:59 p.m. (Denver Time) on August 2, 2024.
This Amendment No. 5 amends and supplements only
Items 11 and 12. Except to the extent specifically provided herein, as amended hereby, the information contained in the Third Amended
Schedule TO and the exhibits to the Fourth Amended Schedule TO remain unchanged and are hereby expressly incorporated into this Amendment
No. 5 by reference in response to Items 1 through 13. This Amendment No. 5 should be read with the Third Amended Schedule TO and the exhibits
thereto.
Item 11. Additional Information
Item 11 of the Fourth Amended Schedule TO is hereby amended and supplemented
by adding the following:
On July 29, 2024, the Company issued a press release
extending the expiration date of the Convertible Note Exchange Offer from 11:59 p.m. (Denver Time) on July 29, 2024 to 11:59 p.m. (Denver
Time) on August 2, 2024.
Item 12. Exhibits.
*
- Previously filed
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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ASSURE HOLDINGS CORP. |
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| By: |
/s/ John Farlinger |
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John Farlinger |
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Chief Executive Officer |
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Dated: July 30, 2024
INDEX TO EXHIBITS
*
- Previously filed
Exhibit (a)(1)(x)
Assure Announces Extension of Exchange
Offer Relating to its Convertible Notes
Denver, July 29,
2024 – Assure Holdings Corp. (“Assure” or the “Company”) (NASDAQ: IONM), today announced
that it has extended the expiration date of its exchange offer (the “Offer”) relating to the Company’s 9% Convertible
Debentures due 2023 and 2024 (the “Assure Convertible Debentures”). As a result of the extension, the Exchange Offer is now
scheduled to expire at 11:59 p.m. (Denver Time), on August 2, 2024 (the “Expiration Date”) unless further extended.
The Offer was originally
scheduled to expire at 11:59 p.m. (Denver Time) on July 19, 2024, and was initially extended on July 22, 2024 to expire at 11:59 p.m.
(Denver Time), on July 26, 2024. Except for the extension of the Expiration Date, all of the other terms of the Offer remain as set forth
in the Offer Letter dated June 21, 2024, as amended on July 3 and July 12, 2024 (the “Offer Letter”), and a Schedule TO related
thereto, as filed with the U.S. Securities and Exchange Commission (“SEC”) on June 21, 2024, as amended on July 3, July 9,
July 12, and July 22, 2024 (the “Schedule TO”).
As of 11:59 p.m. (Denver
Time) on July 26, 2024, $2.4 million in principal face amount of Assure Convertible Debentures have been tendered into the Offer..
Important Information Has Been Filed with
the SEC
Copies of the Offer Letter
(and all amendments thereto) and the Schedule TO (and all amendments thereto) are available free of charge at the website of the SEC at
www.sec.gov. Requests for documents may also be directed to Assure Holdings Corp., 7887 E. Belleview Ave., Suite 240,
Denver, Colorado, USA 80111 or email to ir@assureiom.com.
This announcement is
for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Assure Convertible
Notes or an offer to sell or a solicitation of an offer to buy any shares of Assure’s common stock. The Offer is being made only
through the Schedule TO and Offer Letter, and the complete terms and conditions of the Offer are set forth in the Schedule TO and Offer
Letter. Holders of the Assure Convertible Debentures are urged to read the Schedule TO and Offer Letter carefully before making any decision
with respect to the Offer because they contain important information, including the various terms of, and conditions to, the Offer. None
of Assure, or any of its management or its board of directors makes any recommendation as to whether or not holders of Assure Convertible
Debentures should tender such Assure Convertible Debentures for exchange in the Offer.
About Assure Holdings
Assure Holdings Corp.
is a 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. Forward-looking statements 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 future expiration date of the Offer, and other similar statements. 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 our patient volume or cases not growing as expected,
or decreasing, which could impact revenue and profitability; unfavorable economic conditions could have an adverse effect on our business;
risks related to increased leverage resulting from incurring additional debt; the policies of health insurance carriers may affect the
amount of revenue we receive; our ability to successfully market and sell our products and services; 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; regulatory
changes that are unfavorable in the states where our operations are conducted or concentrated; our ability to comply and the cost of compliance
with extensive existing regulation and any changes or amendments thereto; changes within the medical industry and third-party reimbursement
policies and our estimates of associated timing and costs with the same; our ability to adequately forecast expansion and the Company’s
management of anticipated growth; and risks and uncertainties discussed in our most recent annual and quarterly reports filed with the
United States Securities and Exchange Commission, including our annual report on Form 10-K filed on April 26, 2024, 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. Readers are cautioned not to place undue reliance on forward-looking statements. Except
as required by law, Assure does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular,
new information or future events.
Investor Contact
Brett Maas, Managing Principal, Hayden IR
ionm@haydenir.com
(646) 536-7331
Source:
Assure Holdings Corp.
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