Current Report Filing (8-k)
21 December 2022 - 10:05PM
Edgar (US Regulatory)
0001798270
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0001798270
2022-12-20
2022-12-20
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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 20, 2022
Assure Holdings Corp.
(Exact name of registrant as specified in its charter)
Nevada |
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001-40785 |
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82-2726719 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
7887 East Belleview Avenue, Suite 500
Denver, CO |
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80111 |
(Address of principal executive offices) |
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(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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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IONM |
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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 8.01. Other Events.
On December 20, 2022,
Assure Holdings Corp. (the “Company”) became aware of the filing of a Form 144 with the United States Securities and
Exchange Commission by Mr. Preston Parsons, a current large stockholder of the Company and a former director and executive officer of
the Company. The Company had not reviewed the Form 144 filed by Mr. Parsons prior to it being filed with the Commission. The Company notes
on review that the Form 144 may be deficient in that it fails to name the broker(s) that will be conducting the Rule 144 compliant sales
on behalf of Mr. Parsons. Per Rule 144, the Company notes that Mr. Parsons is limited to selling in any three-month period of time the
greater of (i) 1% of the Company’s issued and outstanding shares of common stock (currently being 185,126 shares) or (ii) the average
reported weekly trading volume in the Company’s shares of common stock during the four calendar weeks preceding the filing of the
Form 144 (being 512,400 shares on December 20, 2022). Further, the Company notes that removal of the restrictive legend on the “restricted”
shares held by Mr. Parsons will require the delivery to the Company and its transfer agent of the proper Rule 144 certifications from
Mr. Parsons and his broker(s) and a legal opinion of counsel of recognized standing in form and substance reasonably satisfactory to the
Company and its transfer agent. The Form 144 does not indicate that a sale of the shares thereunder has occurred, but the person filing
the Form 144 must have a bona fide intention to sell the shares referred to in the notice within a reasonable time after the filing
and in any event within three months of the filing of the Form 144.
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.
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ASSURE HOLDINGS CORP. |
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Date: December 21, 2022 |
By: |
/s/ John Price |
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Name: |
John Price |
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Title: |
Chief Financial Officer |
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