Assure Announces $435,000 Private Placement with Management and Board Participation
27 November 2021 - 8:40AM
Assure Holdings Corp. (the “
Company” or
“
Assure”) (NASDAQ: IONM; TSXV: IOM), a provider of
intraoperative neuromonitoring services, is pleased to announce
that the Company intends to complete a non-brokered private
placement, with participation by Assure management, the board of
directors and certain employees and consultants, of up to 70,300
common shares of the Company (“
Common Shares”) at
an issue price of US$6.19 per Common Share, for aggregate gross
proceeds of up to approximately US$435,000 (the
“
Offering”). The issue price was determined in the
context of the market and in accordance with Nasdaq listing
requirements and following the end of the Company’s trading
blackout period under its insider trading policy.
There are no warrants expected to be issued in
connection with the Offering. No commissions or fees are expected
to be paid in connection with the Offering.
The net proceeds of the Offering are expected to
be used to service the previously announced system-wide contract
with Premier, Inc., expand the Company’s high-margin remote
neurology services platform, extend the Company’s operational
footprint into new states and continue to build infrastructure that
supports the Company’s growth initiatives and for general working
capital purposes.
The Offering remains subject to the approval of
the TSX Venture Exchange (“TSXV”). This press
release does not constitute an offer to sell or the solicitation of
any offer to buy securities nor shall there be any offer,
solicitation or sale of the securities in any jurisdiction where
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction.
The Common Shares to be issued under the
Offering have not been registered under the U.S. Securities Act, or
any securities laws of any state of the United States and may not
be offered or sold absent such registration or an available
exemption from such registration requirements. The Common Shares to
be issued in the Offering will also be subject to a hold period of
four months and one day from the date of issuance pursuant to
applicable Canadian securities laws, as well as applicable hold
periods under U.S. securities laws.
Participation by Assure management and the board
of directors in the Offering will be considered a "related party
transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The related party transaction is
expected to be exempt from minority approval, information circular
and formal valuation requirements pursuant to the exemptions
contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither
the fair market value of the securities to be issued under the
Offering nor the consideration to be paid by the insiders will
exceed 25% of the Company's market capitalization.
About Assure HoldingsAssure
Holdings Corp. is a Colorado-based company that works with
neurosurgeons and orthopedic spine surgeons to provide a turnkey
suite of services that support intraoperative neuromonitoring
activities during invasive surgeries. Assure employs its own staff
of technologists and uses its own state-of-the-art monitoring
equipment, handles 100% of intraoperative neuromonitoring
scheduling and setup, and bills for all technical services
provided. Assure Neuromonitoring is recognized as providing the
highest level of patient care in the industry and has earned The
Joint Commission’s Gold Seal of Approval®.
Forward-Looking StatementsThis
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. 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 Company may not receive approval from
the TSXV with respect to the Offering; the Company’s expectations
regarding the use of proceeds of the Offering; the uncertainty
surrounding the spread of COVID-19 and the impact it will have on
the Company’s operations 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 30, 2021, 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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
ContactScott Kozak, Investor and Media
RelationsAssure Holdings
Corp.1-720-287-3093Scott.Kozak@assureiom.com
John Farlinger, Chief Executive OfficerAssure Holdings
Corp.1-604-763-7565John.Farlinger@assureiom.com
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