Assure Holdings Corp. (the “
Company” or
“
Assure”) (NASDAQ: IONM), a provider of
intraoperative neuromonitoring (
“IONM”) and remote
neurology services, today announced that it will effect
a reverse stock split (the “
Reverse Stock
Split”) of its shares of common stock, $0.001 par value,
at a ratio of 18 (old) for 1 (new) that will become effective on
July 9, 2024 at 12:01 a.m. Pacific Standard Time.
Assure’s common stock is expected to begin trading on the NASDAQ
Capital Market on a split-adjusted basis when the market opens on
July 9, 2024, meaning that each eighteen (18) pre-split shares will
represent one (1) post-split share and the share price is expected
to increase mechanically in proportion to the 18:1 ratio. Assure’s
common stock will continue to trade under its existing symbol
“IONM”. The new CUSIP number for the common stock following the
Reverse Stock Split will be 04625J402.
The Reverse Stock Split is primarily intended to bring the
Company into compliance with the minimum bid price requirement for
maintaining the listing of its common stock on the NASDAQ Capital
Market and to make the bid price more attractive to investors.
As a result of the 18:1 Reverse Stock Split, the total number of
shares of common stock authorized by the Company under its Articles
of Incorporation will be reduced from 250,000,000 shares of common
stock, par value $0.001, to 13,888,888 shares of common stock, par
value $0.001. The number of shares of common stock held by each
stockholder of the Company will consolidate automatically on an 18
(old) shares for 1 (new) share basis. No fractional shares will be
issued in connection with the Reverse Stock Split. All fractional
shares will be rounded up to the nearest whole share, pursuant to
NRS 78.205(2)(b).
The Reverse Stock Split will affect all issued and
outstanding shares of common stock. All outstanding options,
restricted stock awards, warrants, preferred stock and convertible
notes and other securities entitling their holders to purchase or
otherwise receive shares of common stock will be adjusted as a
result of the Reverse Stock Split by decreasing the number of
shares acquirable pursuant to the ratio of 18:1 and increasing the
exercise or conversion price, as applicable, by the same ratio, as
required by the terms of each such security. The number of shares
of common stock available to be awarded under the Company’s equity
incentive plans will also be proportionately adjusted.
As of July 3, 2024, the Company had approximately 10,602,306
shares of common stock issued and outstanding, and after the
Reverse Stock Split, the Company will have approximately 589,017
shares of common stock issued and outstanding.
Immediately after the Reverse Stock Split, each stockholder’s
percentage ownership interest in the Company and proportional
voting power will remain virtually unchanged, except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares, as applicable. The rights and privileges
of the holders of shares of common stock will be substantially
unaffected by the Reverse Stock Split.
The Company’s transfer agent, Computershare Trust Company, N.A.
(“Computershare”), will serve as exchange agent for the Reverse
Stock Split and will provide instructions to stockholders of record
regarding the Reverse Stock Split. Unless otherwise requested by
the stockholder, Computershare will be issuing all of the
post-split shares in paperless, “book-entry” form, and unless
otherwise requested by the stockholder, Computershare will hold the
shares in an account set up for the stockholder. All book-entry or
other electronic positions representing issued and outstanding
shares of our common stock will be automatically adjusted. Those
stockholders holding our common stock in “street name” will receive
instructions from their brokers. For assistance from Computershare
please call 1 (800) 546-5141.
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,
management’s expectations regarding the increase in procedures, 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 ContactBrett Maas, Managing Principal,
Hayden IRionm@haydenir.com(646) 536-7331
Assure (NASDAQ:IONM)
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