false 0001798270 0001798270 2023-12-27 2023-12-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

 

 

 

v3.23.4
Cover
Dec. 27, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 27, 2023
Entity File Number 001-40785
Entity Registrant Name Assure Holdings Corp.
Entity Central Index Key 0001798270
Entity Tax Identification Number 82-2726719
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 7887 East Belleview Avenue
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80111
City Area Code 720
Local Phone Number 287-3093
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol IONM
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Assure (NASDAQ:IONM)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025 Plus de graphiques de la Bourse Assure
Assure (NASDAQ:IONM)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025 Plus de graphiques de la Bourse Assure