IONM Assure Holdings Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

(Amendment No. 8)

Tender Offer Statement Under Section 13(e)(1)

of the Securities Exchange Act of 1934

 

ASSURE HOLDINGS CORP.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

9% CONVERTIBLE DEBENTURES DUE 2023 AND 2024

(Title of Class of Securities)

 

04625J303 (CUSIP Number of Common Stock Underlying Debentures)

John Farlinger Executive Chairman and Chief Executive Officer 7887 East Belleview Avenue, Suite 240 Denver, Colorado 80111 Telephone: 720-287-3093

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Jason K Brenkert, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202 Telephone: (303) 352-1133 Fax Number: (303) 629-3450

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨	third party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
¨	going-private transaction subject to Rule 13e-3.
¨	amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

INTRODUCTORY STATEMENT

 

This Amendment No. 8 (“Amendment No. 8”) amends the Tender Offer Statement on Schedule TO originally filed by Assure Holdings Corp., a Nevada corporation (the “Company”, “we”, “us” or “our”), on June 21, 2024, as amended on July 3, July 9, July 12, July 22, July 30, August 7, 2024 and August 20, 2024 (as amended through August 20, 2024 the “Sixth Amended Schedule TO”), in connection with an offer (the “Convertible Note Exchange Offer”) by Assure to exchange, for each $1,000 claim, consisting of principal amount, and accrued and unpaid interest through, and including, July 19, 2024, of the Company’s 9% Convertible Debentures due 2023 and 2024 (the “Assure Convertible Debentures”), 238.44 shares of the Company’s common stock (the “Common Stock”) equal to the quotient of $1,000 divided by a per share price of $4.194.  Assure is seeking to exchange any and all outstanding Assure Convertible Debentures in the Convertible Note Exchange Offer for the offered shares of Common Stock.

 

The Convertible Note Exchange Offer commenced on June 21, 2024 and will expire at 11:59 p.m. (Denver time) on September 6, 2024, unless extended by the Company.

 

This Amendment No. 8 is being filed solely to provide as an exhibit the press release, dated August 26, 2024, announcing the extension of the Convertible Note Exchange Offer from 11:59 p.m. (Denver Time) on August 23, 2024 to 11:59 p.m. (Denver Time) on September 6, 2024.

 

This Amendment No. 8 amends and supplements only Items 11 and 12. Except to the extent specifically provided herein, as amended hereby, the information contained in the Sixth Amended Schedule TO and the exhibits to the Sixth Amended Schedule TO remain unchanged and are hereby expressly incorporated into this Amendment No. 7 by reference in response to Items 1 through 13. This Amendment No. 8 should be read with the Fourth Amended Schedule TO and the exhibits thereto.

 

Item 11. Additional Information

 

Item 11 of the Sixth Amended Schedule TO is hereby amended and supplemented by adding the following:

 

On August 26, 2024, the Company issued a press release extending the expiration date of the Convertible Note Exchange Offer from 11:59 p.m. (Denver Time) on August 23, 2024 to 11:59 p.m. (Denver Time) on September 6, 2024.

 

Item 12. Exhibits.

 

	(a)	(1)	(i)*	Offer Letter dated June 21, 2024
			(ii)*	Amendment No. 1 to Offer Letter dated July 3, 2024
			(iii)*	Amendment No. 2 to Offer Letter dated July 12, 2024
			(iv)*	Amendment No. 3 to Offer Letter dated July 30, 2024
			(v)*	Amended Letter of Transmittal dated July 3, 2024
			(vi)*	Withdrawal Form
			(vii)*	Form of Confirmation email/letter to Holders who Elect to Participate in the Offer
			(viii)*	Form of Cover Letter to Holders
			(ix)*	Letter to Holders dated July 9, 2024
			(x)*	Press Release dated July 22, 2024
			(xi)*	Press Release dated July 29, 2024
			(xii)*	Press Release dated August 5, 2024
			(xiii)*	Press Release dated August 19, 2024
			(xiv)	Press Release dated August 26, 2024
	(b)	Not applicable
	(d)	(1)	(i) Form of Convertible Debenture (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 as filed on December 30, 2020)
	(g)	Not applicable
	(h)	Not applicable
	107	Filing Fees*

* - Previously filed

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	ASSURE HOLDINGS CORP.
By:	/s/ John Farlinger
	John Farlinger
	Chief Executive Officer

 

Dated: August 26, 2024

 

 

INDEX TO EXHIBITS

 

	(a)	(1)	(i)*	Offer Letter dated June 21, 2024
			(ii)*	Amendment No. 1 to Offer Letter dated July 3, 2024
			(iii)*	Amendment No. 2 to Offer Letter dated July 12, 2024
			(iv)*	Amendment No. 3 to Offer Letter dated July 30, 2024
			(v)*	Amended Letter of Transmittal dated July 3, 2024
			(vi)*	Withdrawal Form
			(vii)*	Form of Confirmation email/letter to Holders who Elect to Participate in the Offer
			(viii)*	Form of Cover Letter to Holders
			(ix)*	Letter to Holders dated July 9, 2024
			(x)*	Press Release dated July 22, 2024
			(xi)*	Press Release dated July 29, 2024
			(xii)*	Press Release dated August 5, 2024
			(xiii)*	Press Release dated August 19, 2024
			(xiv)	Press Release dated August 26, 2024
	(b)	Not applicable
	(d)	(1)	(i) Form of Convertible Debenture (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 as filed on December 30, 2020)
	(g)	Not applicable
	(h)	Not applicable
	107	Filing Fees*

* - Previously filed

 

 

Exhibit (a)(1)(xiv)

 

Assure Announces Extension of Exchange Offer Relating to its Convertible Notes

 

Denver, August 26, 2024 – Assure Holdings Corp. (“Assure” or the “Company”) (NASDAQ: IONM), today announced that it has extended the expiration date of its exchange offer (the “Offer”) relating to the Company’s 9% Convertible Debentures due 2023 and 2024 (the “Assure Convertible Debentures”). As a result of the extension, the Exchange Offer is now scheduled to expire at 11:59 p.m. (Denver Time), on September 6, 2024 (the “Expiration Date”) unless further extended.

 

The Offer was originally scheduled to expire at 11:59 p.m. (Denver Time) on July 19, 2024, and has been extended several times to now expire at 11:59 p.m. (Denver Time), on September 6, 2024. Except for the extension of the Expiration Date, all of the other terms of the Offer remain as set forth in the Offer Letter dated June 21, 2024, as amended (the “Offer Letter”), and a Schedule TO related thereto, as filed with the U.S. Securities and Exchange Commission (“SEC”) on June 21, 2024, as amended (the “Schedule TO”).

 

As of 11:59 p.m. (Denver Time) on August 23, 2024, $2.0 million in principal face amount of Assure Convertible Debentures have been tendered into the Offer..

 

Important Information Has Been Filed with the SEC

 

Copies of the Offer Letter (and all amendments thereto) and the Schedule TO (and all amendments thereto) are available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed to Assure Holdings Corp., 7887 E. Belleview Ave., Suite 240, Denver, Colorado, USA 80111 or email to ir@assureiom.com.

 

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Assure Convertible Notes or an offer to sell or a solicitation of an offer to buy any shares of Assure’s common stock. The Offer is being made only through the Schedule TO and Offer Letter, and the complete terms and conditions of the Offer are set forth in the Schedule TO and Offer Letter. Holders of the Assure Convertible Debentures are urged to read the Schedule TO and Offer Letter carefully before making any decision with respect to the Offer because they contain important information, including the various terms of, and conditions to, the Offer. None of Assure, or any of its management or its board of directors makes any recommendation as to whether or not holders of Assure Convertible Debentures should tender such Assure Convertible Debentures for exchange in the Offer.

 

About Assure Holdings

 

Assure Holdings Corp. is a provider of outsourced intraoperative neuromonitoring and remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures that place the nervous system at risk including neurosurgery, spine, cardiovascular, orthopedic and ear, nose and throat surgeries. Assure employs highly trained technologists that provide a direct point of contact in the operating room. Physicians employed through Assure subsidiaries simultaneously monitor the functional integrity of patients’ neural structures throughout the procedure communicating in real-time with the surgeon and technologist. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. For more information, visit the Company’s website at www.assureneuromonitoring.com.

 

 

Forward-Looking Statements

 

This news release may contain “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates," “potential,” “target,” or “continue” and variations or similar expressions. Forward-looking statements include, but are not limited to, the future expiration date of the Offer, and other similar statements. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks include risks regarding our patient volume or cases not growing as expected, or decreasing, which could impact revenue and profitability; unfavorable economic conditions could have an adverse effect on our business; risks related to increased leverage resulting from incurring additional debt; the policies of health insurance carriers may affect the amount of revenue we receive; our ability to successfully market and sell our products and services; we may be subject to competition and technological risk which may impact the price and amount of services we can sell and the nature of services we can provide; regulatory changes that are unfavorable in the states where our operations are conducted or concentrated; our ability to comply and the cost of compliance with extensive existing regulation and any changes or amendments thereto; changes within the medical industry and third-party reimbursement policies and our estimates of associated timing and costs with the same; our ability to adequately forecast expansion and the Company’s management of anticipated growth; and risks and uncertainties discussed in our most recent annual and quarterly reports filed with the United States Securities and Exchange Commission, including our annual report on Form 10-K filed on April 26, 2024, and with the Canadian securities regulators and available on the Company’s profiles on EDGAR at www.sec.gov and SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Assure does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

 

Investor Contact

Brett Maas, Managing Principal, Hayden IR

ionm@haydenir.com

(646) 536-7331

 

Source: Assure Holdings Corp. 

 

  

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