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): December 27, 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 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):
| ¨ | 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 December 27, 2023, Assure Holdings Corp. (the “Company”) held its 2023 annual 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 December 5, 2023. A total of 2,682,848 shares of common stock were present at the Meeting, representing approximately 39.92% of the issued and outstanding common stock.
Proposal One– Election of Directors
Each of the following individuals were elected as the directors of the Company to hold office until the next annual meeting of the stockholders of the Company or until their successors are elected or appointed:
John Farlinger
Christopher Rumana
Steven Summer
John Flood
The detailed ballot voting in respect of the election of directors was as follows:
| Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes |
| John Farlinger | 1,451,573 | 98,345 | 1,132,930 |
| Christopher Rumana | 1,114,072 | 435,846 | 1,132,930 |
| Steven Summer | 1,150,313 | 399,605 | 1,132,930 |
| John Flood | 1,151,255 | 398,663 | 1,132,930 |
Proposal Two – Appointment of Auditors
By a resolution passed, the stockholders ratified the appointment of Withum Smith+Brown, PC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Broker Non-Votes |
| 6,577,806 | 84,826 | 24,101 | 0 |
Proposal Five – Adjournment of the Meeting
By a resolution passed, the stockholders approved the adjournment of the Meeting until January 19, 2024 in order for management to solicit more votes in favor of Proposal 3 - 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 Proposal 4 - To approve the amendment of the Company’s Articles of Incorporation to permit the issuance of 10,000,000 shares of preferred stock with rights and preferences to be determined by the Company’s Board of Directors from time to time (the “Blank Check Preferred Amendment”). Both Proposal 3 and Proposal 4 were overwhelming favored by the stockholders that voted at the Meeting, Proposal 3 receving the approval of approximately 89% of votes cast and Proposal 4 receiving the approval of 86% of the votes cast and management believes that both proposals will reach the required vote of the approval of a majority of the issued and outstanding common stock when the adjourned Meeting reconvenes.
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Broker Non-Votes |
| 1,913,234 | 677,556 | 92,058 | 2,682,848 |
Item 9.01 Exhibits
| Exhibit No. | | Name |
| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
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: January 3, 2024 | By: | /s/ John Farlinger |
| | Name: | John Farlinger |
| | Title: | Chief Executive Officer |
