Item 3.03 Material Modification to Rights of Security Holders.
The Board of Directors of Assure Holdings Corp. (the “Company”) approved the consolidation of the Company’s authorized and issued and outstanding common stock, par $0.001, on a five (old) for one (new) share basis (the “Reverse Split”), pursuant to Nevada Revised Statute (“NRS”) Section 78.207. On August 31, 2021, filed a Certificate of Change (“Certificate of Change”) with the Nevada Secretary of State pursuant to NRS 78.209, to effect the Reverse Split, effective at 5:30 p.m. (Eastern Time) on September 7, 2021 (the “Effective Time”), subject to the right of termination by the Board of Directors prior to the Effective Time.
The Board of Directors approved the Reverse Split to meet the share price requirements of NASDAQ Capital Market.
Effect of Reverse Split
At the Effective Time, the total number of shares of common stock (“Common Stock”) authorized by the Corporation will be reduced from 900,000,000 shares of Common Stock, par $0.001, to 180,000,000 shares of Common Stock, par $0.001, and the number of shares of Common Stock held by each stockholder of the Company will be consolidated automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by five (5): effecting a five (5) old for one (1) new reverse stock split.
No fractional shares will be issued in connection with the Reverse Split and all fractional shares will be rounded up to the next whole share, pursuant to NRS 78.205(2)(b).
As of September 3, 2021, the Company had 59,181,440 shares of Common Stock issued and outstanding, and after the Reverse Split, the Company will have approximately 11,836,288 shares of Common Stock issued and outstanding.
Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by five (5) and multiplying the exercise or conversion price thereof by five (5), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.
No Shareholder Approval Required.
Pursuant to NRS 78.207, no consent or approval of the stockholders is required for the Reverse Split.
Symbol; CUSIP
The Common Stock will begin trading on the TSX Venture Exchange on a Reverse Split adjusted basis at the open of business on September 8, 2021. The Company’s TSXV trading symbol (IOM) remains unchanged. The Company’s OTCQB trading symbol will be designated with a “D” for the Reverse Split (ARHHD) for 20 trading days.
In connection with the Reverse Split, the CUSIP number for the Common Stock will change to 04625J204.
Certificated and Non-Certificated Shares.
The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Split. Stockholders who are holding their shares of Common Stock in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split will automatically be reflected in their brokerage accounts.
