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): June 27, 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):
| ¨ | 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 1.01. Entry into a Material Definitive Agreement.
Subscription Agreements
On June 27, 2024, Assure Holdings Corp., a Nevada corporation (“Assure”) entered into subscription agreements (“Subscription Agreements”) with certain investors (the “Investors”) pursuant to which Assure and the Investors agreed to cancel certain trade accounts payable held by such Investors for shares of common stock of Assure at a deemed value per share of $0.232. Pursuant to the Subscription Agreements, Assure issued an aggregate total of 1,592,306 shares of common stock to three Investors in exchange for the cancellation of an aggregate amount of $436,259.22 in trade accounts payable.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Subscription Agreements, Assure issued 1,592,306 shares of common stock. The shares of common stock were issued in exchange for the cancellation of an aggregate amount of $436,259.22 in principal amount of trade accounts payable pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, based, in part, on representations of the Investors in the Subscription Agreements.
Item 9.01 Financial Statements and Exhibits
(d) 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: July 3, 2024 | By: | /s/ John Farlinger |
| | Name: | John Farlinger |
| | Title: | Chief Executive Officer |
