Assure Holdings Corp. (the “
Company” or
“
Assure”) (NASDAQ: IONM), a provider of
intraoperative neuromonitoring (“
IONM”) and remote
neurology services, is pleased to announce that on December 31,
2022, it completed the acquisition (the
“
Acquisition”) of substantially all of the assets
of Neuroprotect Neuromonitoring, LLC, and certain of its affiliated
entities (collectively, “
NervePro”), a
Colorado-based IONM service provider owned by J. Paul Elliott, M.D.
of the Colorado Brain & Spine Institute
(“
CBSI”). Assure acquired specifically, accounts
receivable for services after December 1, 2022, as well as
NervePro’s material contracts, business relationships and other
tangible assets.
NervePro’s operations are based in the
Denver-metro area of Colorado. In 2022, NervePro performed
approximately 750 IONM managed cases covered by commercial
insurance payors and employed three technologists supporting five
surgeons at seven facilities.
John A. Farlinger, Assure’s executive chairman
and CEO, said, “The Acquisition is consistent with our strategic
plan to become a consolidator in the IONM industry, seeking targets
with operations in states like Colorado where we have an existing
presence in order to leverage our current employee footprint and
revenue cycle management competency. This Acquisition is expected
to improve our financial position. Further, we intend to improve on
NervePro’s historic per procedure revenue in 2023 and beyond.”
Farlinger continued, “We expect to continue to
be opportunistic and active in this M&A environment. Assure is
seeking to identify additional IONM assets that we believe we can
make more valuable on our platform, leveraging our strength in
revenue cycle management and other functional areas. We are pleased
to provide the Assure shareholders with an opportunity to benefit
from what we believe will be an accretive transaction.”
Dr. J. Paul Elliott is the President and CEO of
CBSI and a board-certified neurosurgeon specializing in
cranial, spine, and peripheral nerve procedures. He is a graduate
of Stanford University and Columbia University Vagelos College of
Physicians and Surgeons.
Dr. Elliott commented, “We sought out Assure
because we share a commitment to clinical excellence and delivering
improved patient outcomes. I value Assure’s emphasis on
measurement, reporting and clinical quality improvement to meet the
goals prioritized by the surgeons and hospitals with whom they
work.”
Pursuant to the acquisition, and as
consideration for the acquired assets, Assure issued to
NervePro 1,500,000 shares of common stock of the Company (the
“Common Shares”) at a deemed price of $0.26 per
share based on closing price on December 30, 2022, and agreed to
use its best efforts to register such Common Shares for resale with
the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or prior to January 31, 2023.
Advisory Agreement with Roth Capital
PartnersAssure has engaged Roth Capital Partners, LLC
(“Roth”) to act as a financial advisor in connection with the
following matters:
- Analyzing the Company, its business,
industry, competition, anticipated cash flow requirements and
future operating prospects as they relate to the valuation of the
Company;
- Reviewing the Company’s capital
requirements and potential sources of funds;
- Identifying and introducing Assure
to potential investors and assist in communications and
presentations by the Company to such potential investors; and
The Company agreed to pay Roth for its services
by issuing to it a warrant to purchase 180,000 shares of the
Company’s common stock at a strike price per share of USD $1.40 for
a term of five years.
About Assure HoldingsAssure
Holdings Corp. is a best-in-class 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 contains “forward-looking statements” within the
meaning of applicable securities laws, including, the Private
Securities Litigation Reform Act of 1995. Such statements include
comments with respect to, among other things, expectations with
respect to the Company’s growth and development, expectations about
the impact on the Company of the acquisition of the NervePro
assets, and the quality and results of future services.
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. 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 and uncertainties include, but are not limited to: the
uncertainty surrounding the impact of COVID-19 on the Company’s
operations and business, its remote neurology business, and
economic activity in general; 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 March 14, 2022, and available
on the Company’s EDGAR profile at www.sec.gov, which risks and
uncertainties are incorporated herein by reference. 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.
ContactScott Kozak, Investor
and Media RelationsAssure Holdings
Corp.1-720-617-2526Scott.Kozak@assureiom.com
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