United States securities and exchange commission logo
February 10, 2021
John Farlinger
Executive Chairperson and Chief Executive Officer
Assure Holdings Corp.
4600 South Ulster Street, Suite 1225
Denver, Colorado 80237
Re: Assure Holdings
Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 1,
2021
File No. 333-251829
Dear Mr. Farlinger:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 26, 2021 letter.
Amendment No. 1 to Form S-1
Management's Discussion and Analysis, page 50
1. We have read your
revision related to comment 4. Please address the following:
You disclose on
page 52 that "PEs are contracted with neurologists/readers to provide
IONM coverage,
during a surgery in a telehealth capacity, as a level of redundancy
and risk mitigation
with the onsite Technical IONM services." It would appear then
that professional
services are provided only in tandem with some technical services.
Clarify in your
document under what circumstances, if any, that only technical
services or
professional services would be provided on a standalone basis.
John Farlinger
Assure Holdings Corp.
February 10, 2021
Page 2
Please explain the disclosure on pages 51 and 54 that you retained
100% of
professional revenue for a given number of cases. Please explain what
such 100%
retention means and describe the cases that do not fit this meaning.
Report of Independent Registered Public Accounting Firm, page F-2
2. We have read your response and revision related to comment 8. If no
revision is
necessary to the audit report, please identify the information provided
in Note 11
warranting a dual date therefor.
General
3. We note the revisions in response to comment 12. Please revise your
disclosure to
specifically state whether your forum selection provision applies to
actions arising under
the Securities Act or Exchange Act. If so, please state that there is
uncertainty as to
whether a court would enforce such provision. Further, if the provision
applies to
Securities Act claims, please also state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder. If this
provision does not
apply to actions arising under the Securities Act or Exchange Act, please
also ensure that
the exclusive forum provision in the bylaws states this clearly, or tell
us how you will
inform investors in future filings that the provision does not apply to
any actions arising
under the Securities Act or Exchange Act.
You may contact Jenn Do at 202-551-3743 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameJohn Farlinger
Division of
Corporation Finance
Comapany NameAssure Holdings Corp.
Office of Life
Sciences
February 10, 2021 Page 2
cc: Kenneth Sam
FirstName LastName