Assure Holdings Corp. (the “
Company” or
“
Assure”) (NASDAQ: IONM; TSXV: IOM), a provider of
intraoperative neuromonitoring services, is pleased to announce
that the Company completed a non-brokered private placement, with
participation by Assure management and certain directors, employees
and consultants, of 70,300 common shares of the Company
(“
Common Shares”) at an issue price of US$6.19 per
share, for aggregate gross proceeds of approximately US$435,000
(the “
Offering”). The issue price was determined
in the context of the market and in accordance with Nasdaq listing
requirements and following the end of the Company’s trading
blackout period under its insider trading policy.
The Offering follows the Company’s announcement
on November 15, 2021 of the closing of a brokered private placement
whereby the Company raised approximately US$4.75 million at an
issue price of US$5.25 per share (the “Prior
Offering”). There were no warrants issued in connection
with the Offering and the Prior Offering. No commissions or fees
were paid in connection with the Offering.
“I am excited to announce that this equity
financing will provide the Company with additional growth capital
to fund our most promising 2022 growth initiatives,” said John A.
Farlinger, Assure’s executive chairman and CEO. “We believe Assure
will be well positioned to generate strong organic growth and take
advantage of a robust pipeline of potential acquisitions.”
The net proceeds of the Offering and Prior
Offering are expected to be used to service the previously
announced system-wide contract with Premier, Inc., expand the
Company’s high-margin remote neurology services platform, extend
the Company’s operational footprint into new states and continue to
build infrastructure that supports the Company’s growth initiatives
and for general working capital purposes.
The Offering remains subject to the final
approval of the TSX Venture Exchange (“TSXV”).
This press release does not constitute an offer to sell or the
solicitation of any offer to buy securities nor shall there be any
offer, solicitation or sale of the securities in any jurisdiction
where such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction.
The Common Shares issued in the Offering have
not been registered under the U.S. Securities Act, or any
securities laws of any state of the United States and may not be
offered or sold absent such registration or an available exemption
from such registration requirements. The Common Shares issued in
the Offering are also subject to a hold period of four months and
one day from the date of issuance pursuant to applicable Canadian
securities laws, as well as applicable hold periods under U.S.
securities laws.
Participation in the Offering by certain
directors, officers and employees of the Company, is considered a
"related party transaction" within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The related
party transaction is exempt from minority approval, information
circular and formal valuation requirements pursuant to the
exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101,
as neither the fair market value of the securities issued under the
Offering nor the consideration paid by such persons exceeds 25% of
the Company's market capitalization.
Preston Parsons, Founder of Assure
Holdings Announces Participation in Private
PlacementPreston Parsons (“Mr. Parsons”),
an insider of the Company, acquired 8,100 Common Shares under the
Offering. As a result of Mr. Parsons’ status as an insider of
Assure holding more than 10% of the Company’s issued and
outstanding shares, and the change in his holdings since the date
of his last early warning report, Mr. Parsons will file an early
warning report (the "Early Warning Report") as
required under National Instrument 62-103 The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues
(“NI 62-103”).
Prior to the Offering, Mr. Parsons owned
4,094,748 Common Shares, stock options to purchase 200,000 Common
Shares and 31,250 common share purchase warrants, representing
approximately 33.3% of the issued and outstanding Common Shares on
a partially diluted basis (assuming conversion of all convertible
securities held by Mr. Parsons).
Following completion of the Offering, Mr.
Parsons owns 4,102,848 Common Shares, stock options to purchase
200,000 Common Shares and 31,250 common share purchase warrants,
representing approximately 33.2% of the issued and outstanding
Common Shares on a partially diluted basis (assuming conversion of
all convertible securities held by Mr. Parsons), and representing a
decrease of approximately 9.3% on a partially diluted basis since
the date of his last early warning report.
This news release is being disseminated pursuant
to Part 3 of NI 62-103. A copy of the Early Warning Report that
will be filed by Mr. Parsons will be available on SEDAR under
Assure’s issuer profile at www.sedar.com and may also be obtained
directly from the Company by contacting Scott Kozak, whose contact
details are included below.
The Common Shares were acquired by Mr. Parsons
for investment purposes. Mr. Parsons may acquire additional
securities of the Company, including on the open market or through
private acquisitions, or sell the securities, including on the open
market or through private dispositions in the future depending on
market conditions, reformulation of plans and/or other relevant
factors. Depending on market conditions, general economic and
industry conditions, the Company’s business and financial condition
and/or other relevant factors, Mr. Parsons may develop such plans
or intentions in the future.
About Assure HoldingsAssure
Holdings Corp. is a Colorado-based company that works with
neurosurgeons and orthopedic spine surgeons to provide a turnkey
suite of services that support intraoperative neuromonitoring
activities during invasive surgeries. Assure employs its own staff
of technologists and uses its own state-of-the-art monitoring
equipment, handles 100% of intraoperative neuromonitoring
scheduling and setup, and bills for all technical services
provided. Assure Neuromonitoring is recognized as providing the
highest level of patient care in the industry and has earned The
Joint Commission’s Gold Seal of Approval®.
Forward-Looking StatementsThis
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. 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 and uncertainties include,
but are not limited to, the Company may not receive final approval
from the TSXV with respect to the Offering; the Company’s
expectations regarding the use of proceeds of the Offering and
ability to generate strong organic growth and take advantage of a
robust pipeline of potential acquisitions; the uncertainty
surrounding the spread of COVID-19 and the impact it will have on
the Company’s operations and economic activity in general, 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 March 30, 2021, 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.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
ContactScott Kozak, Investor
and Media RelationsAssure Holdings
Corp.1-720-287-3093Scott.Kozak@assureiom.com
John Farlinger, Chief Executive OfficerAssure
Holdings Corp.1-604-763-7565John.Farlinger@assureiom.com
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