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): July 1718, 2024

Assure Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada		001-40785		82-2726719
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7887 East Belleview Avenue, Suite 240 Denver, CO		80111
(Address of principal executive offices)		(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)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		IONM		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 1.01. Entry into a Material Definitive Agreement.

~~Subscription~~Memorandum ~~Agreements~~of Understanding – Settlement of Debenture and Security Documents

~~From~~On July ~~9 through July 19~~18, 2024, Assure Holdings Corp., a(the ~~Nevada~~“Company” ~~corporation~~or (“Assure”) entered into ~~subscription~~a ~~agreements~~binding memorandum of understanding (the “~~Subscription Agreements~~MOU”) with ~~certain~~Centurion ~~investors~~Financial ~~(the~~Trust, an investment trust formed by Centurion Asset Management Inc. (“~~Investors~~Centurion”) pursuant to which the ~~Assure~~Company and ~~the~~Centurion ~~Investors~~ agreed to ~~cancel~~the settlement of the Company’s obligations under that certain ~~trade~~ ~~accounts~~debenture ~~payable~~issued ~~held~~on byJune ~~such~~9, ~~Investors~~2021 (the ~~for~~“Debenture”) ~~shares~~to ofCenturion, ~~common~~acting ~~stock~~on behalf of ~~Assure~~the atlenders thereunder, from time to time (the “Lender”), with a ~~deemed~~maturity ~~value~~date ~~per~~of ~~share~~June ~~ranging~~9, ~~from~~2025 (the “Maturity Date”), in the principal amount of $~~3.15~~11 million related to ~~$5.09~~a credit facility ~~per~~comprised ~~share.~~of ~~Pursuant~~a to$6 million senior term loan (the ~~Subscription~~“Senior ~~Agreements~~Term Loan”), ~~Assure~~a ~~issued~~$2 anmillion ~~aggregate~~senior ~~total~~revolving ofloan ~~60,944~~(the ~~shares~~“Senior Revolving ofLoan”) ~~common~~and ~~stock~~a to$3 ~~five~~million ~~Investors~~senior term acquisition line (the “Senior Term Acquisition Line” and together with inthe ~~exchange~~Senior ~~for~~Term Loan and the ~~cancellation~~Senior ofRevolving anLoan, ~~aggregate~~the ~~amount~~“Credit Facility”). The Debenture and the Credit Facility issued pursuant to the terms of ~~$259~~a commitment letter dated March 8,~~990~~ in2021 ~~trade~~(the ~~accounts~~“Commitment ~~payable~~Letter”).

~~Item~~The 3Debenture is secured by Centurion’s security interests under that certain General Security Agreement dated June 9, 2021 (the “Security Agreement”) with Centurion, pursuant to which, among other things, the Company and the subsidiaries named therein granted Centurion, in its capacity as agent and nominee to the Lender, a first priority security interest (the “Security Interest”) on all of the assets of the Company and the subsidiaries, respectively, defined as “Collateral” under the Security Agreement (the “Collateral”) and to all “Intellectual Property” (as defined in the Security Agreement, the “Intellectual Property”) of the Company and the subsidiaries.01 ~~Notice~~As a further security for the repayment of ~~Delisting~~the orCompany’s ~~Failure~~obligations, the subsidiaries of the Company entered into a Guarantee and Indemnity Agreement dated June 9, 2021 (the “Guarantee”, together with the Security Agreement, the “) with the Agent, as lender and as agent and nominee for certain lenders pursuant to ~~Satisfy~~the Debenture, pursuant to which the Subsidiaries irrevocably and unconditionally guaranteed to the Agent, as a ~~Continued~~continuing ~~Listing~~obligation, ~~Rule~~the orfull ~~Standard;~~and ~~Transfer~~punctual payment and performance of the ~~Listing.~~Obligations when due, whether at stated maturity, by acceleration, declaration, demand, or otherwise

OnUnder ~~July 22,~~the ~~2024~~MOU, the Company and Centurion agreed to settle the ~~Nasdaq~~Company’s ~~Stock~~obligations ~~Market~~under ~~LLC~~the Debenture in accordance with (~~“Nasdaq”~~i) ~~notified~~the ~~Assure~~assignment ~~Holdings~~of ~~Corp.~~certain assets of the Company to Centurion, as set forth below (the “~~Company~~Assigned Assets”), ~~that~~(ii) the ~~Nasdaq~~exchange ~~Hearings~~of the remaining amount of obligation ~~Panel~~under the Debenture into shares of common stock, par value $0.001 (the “~~Panel~~Exchange Common Stock”) ~~has~~at ~~determined~~a price of $4.11 per share, and (iii) the payment of an accommodation fee of $750,000 to ~~delist~~Centurion by the Company’s ~~common~~to ~~stock~~be ~~and~~paid ~~that~~in ~~trading~~shares of common stock the ~~Company’s~~same ~~securities~~price ~~will~~as bethe ~~suspended~~Exchange atCommon Stock, as set forth in (ii) above (the ~~open~~“Additional ofStock”)(the ~~trading~~Exchange onCommon ~~July 24,~~Stock ~~2024~~and the Additional Stock are the “Settlement Common Stock”).

AsThe ~~previously~~Company ~~reported,~~also agreed ~~the~~to ~~Nasdaq~~pay ~~Listing~~to ~~Qualifications~~Centurion ~~Staff~~a (cash payment as follows: If between the ~~“Staff”)~~date ~~notified~~of the MOU and July 22, 2024, the Company ~~that~~closed ita ~~was~~public inor ~~violation~~private offering of the ~~bid~~Company’s ~~price~~equity ~~requirement~~securities for cash, with aggregate gross proceeds to the Company of at least $8.0 million, then within 5 business days of ~~Nasdaq~~the ~~Listing~~closing ~~Rule 5550(a)(2) (~~of such offering, the ~~“Bid~~Company ~~Price~~would ~~Rule”)~~pay ~~and~~to Centurion fifty percent of the ~~equity~~net ~~requirement~~proceeds in ~~Listing~~excess of ~~Rule 5550~~$8 million in cash and reduce the Settlement Common Stock by the equal dollar amount (~~b)(1) (~~the “~~Equity~~Cash ~~Rule~~Payment”). orThe ~~any~~Company did ofnot ~~the~~close ~~alternative~~an ~~requirements~~offering inthrough ~~Listing~~July ~~Rule 5550(b)~~22, 2023 and no Cash Payment was due or paid.

The ~~Company~~Assigned ~~appeared before~~Assets ~~the Panel on April 9, 2024. At the hearing, the Company’s senior management and outside advisors outlined the Company’s~~under ~~compliance plan for~~ the ~~Panel,~~MOU ~~which~~are ~~included~~as the Company’s plans to regain compliance with the Bid Price Rule (i.e., meet the minimum closing bid price requirement of $1.00) and the Equity Rule (i.e., maintain a stockholders’ equity of at least $2.5 million). The Panel granted the Company until July 22, 2024, to regain compliance. As of July 22, 2024, the Company had not regained compliance with the Equity Rule.follows:

In(a) ~~connection~~$2.5 ~~with~~million ~~the Nasdaq~~of ~~delisting notice, Nasdaq will complete~~ the ~~delisting~~Company’s byfederal ~~filing~~and astate ~~Form 25~~settlements ~~Notification~~and ofIDR ~~Delisting~~Awards ~~with~~under the ~~U.S.~~“No ~~Securities and~~Suprises ~~Exchange~~Act” ~~Commission~~ (the “~~SEC~~IDR Accounts Receivable”), ~~after~~which ~~applicable~~the ~~appeal~~parties ~~periods~~agreed have ~~lapsed.~~a Instated ~~the~~value ~~interim,~~of ~~the~~$2.5 ~~Company’s~~million. ~~common stock~~Centurion isshall ~~expected~~be entitled to ~~begin~~cash ~~trading~~receipts ~~under~~from ~~its~~the ~~current~~assigned ~~trading~~IDR ~~symbol~~Accounts ~~“IONM”~~Receivable onequal ~~the~~to ~~OTC~~an ~~Markets~~aggregate ~~system~~of ~~effective~~$2.5 ~~with~~million ~~the~~and ~~open of~~ the ~~markets~~Company onwill ~~July 24,~~retain ~~2024.~~rights ~~The Company intends~~ to ~~submit~~all ancash ~~application~~receipts tofrom the ~~OTCQB~~assigned ~~for~~IDR ~~quotation~~Accounts ofReceivable ~~its~~in ~~common~~excess ~~stock~~of as$2.5 ~~soon as practicable~~million.

~~The~~(b) ~~Company~~$3.0 ~~has~~million ~~15 days after the date it received notice~~ of the ~~Panel~~Company’s ~~decision~~Employee ~~(which~~Retention isTax ~~July~~Credit ~~22,~~refund ~~2024)~~from ~~to request in writing that~~ the ~~Nasdaq~~Internal ~~Listing and~~Revenue ~~Hearing~~Service ~~Review~~from ~~Council (~~the ~~“Council”)~~tax ~~review~~years ~~the~~2020 ~~decision.~~through ~~In addition~~2021, ~~the~~which ~~Council may, on its own motion, determine to review~~ the ~~Panel’s~~parties ~~decision~~agreed ~~within~~will 45have ~~calendar~~a ~~days~~stated ~~after~~value ~~the Company was notified~~ of ~~the~~$3.0 ~~decision~~million.

~~Item~~At 3the closing under the MOU, the Company will issue the Additional Stock (as disclosed above) and, following the reduction of the obligations for any Cash Payment and the value of the Assigned Assets, the portion of the obligations under the Debenture that remain outstanding (the “Conversion Amount”), will be exchanged into the number of Exchange Shares equal to the quotient of (A) the Conversion Amount divided by $4.0211 (the ~~Unregistered~~“Exchange”). ~~Sales~~The number of ~~Equity~~shares ~~Securities~~of Settlement Common Stock is subject to being held in abeyance if the percentage ownership of the Company held by Centurion would exceed 9.99% of the issued and outstanding shares then outstanding. In lieu of such shares of Settlement Common Stock, Centurion will receive a right to abeyance shares, which right will remain subject to the same ownership restriction, and the shares issuable thereunder will be issued from time to time to Centurion to the extent that such shares will not result in Centurion, at any time, owning over 9.99% of the Company’s issued and outstanding shares of common stock.

~~Pursuant~~Under to the ~~Subscription~~MOU, Centurion ~~Agreements~~has asagreed ~~described~~that inthe ~~Item~~assignment ~~1.01~~of ~~hereto,~~the ~~Assure~~Assigned ~~issued~~Assets ~~60,944~~and ~~shares~~the issuance of ~~common~~the ~~stock.~~Settlement ~~The~~Common ~~shares~~Stock constitutes complete satisfaction of ~~common~~the ~~stock~~obligations ~~were~~under ~~issued~~the Debenture and that at the closing, the obligations shall be deemed to have been paid in ~~exchange~~full and indefeasibly ~~for~~discharged by the ~~cancellation~~assignment ofand anstock ~~aggregate~~issuance ~~amount~~with ofno ~~$259,990~~further inobligations ~~principal~~existing ~~amount~~under ofthe ~~trade~~Debenture ~~accounts~~and ~~payable~~the ~~pursuant~~Debenture toshall ~~Section 4(a)(2) of~~be extinguished and canceled in its entirety and Centurion will then release and forever discharge the ~~Securities~~Company ~~Act~~and the subsidiaries of ~~1933~~the Company, asof and ~~amended~~from any and all past, ~~based~~present or future claims, indemands, ~~part~~obligations, onactions, ~~representations~~causes of ~~the~~action, ~~Investors~~rights, indamages, ~~the~~costs, ~~Subscription~~loss ~~Agreements.~~of services, ~~The~~expenses ~~actual amount~~and compensation which Centurion now has, or which may hereafter accrue or otherwise be acquired, on account of, ~~trade~~or in ~~accounts~~any ~~payable~~way ~~and~~growing out of the ~~deemed~~Debenture, ~~value~~the ~~per~~Security ~~share~~Agreement ~~were~~and asthe ~~follows:~~Guarantee (the “Settlement”).

Date of Subscription Agreement	Price per Share		Number of Shares Issued		Amount of Trade Account Payable
July 9, 2024	$	5.09		4,715	$	24,000
July 15, 2024	$	4.00		14,377	$	57,505.94
July 17, 2024	$	4.57		10,974	$	50,151
July 18, 2024	$	4.57		21,882	$	100,000
July 19, 2024	$	3.15		8,995	$	28,333

Upon the closing under the MOU, Centurion will issue to the Company a release and cancellation of the Debenture, the Security Documents and Centurion’s Security Interests and guarantee under the Security Documents.

~~Item~~Under 9the MOU, the Company acknowledged that it may be in default under certain of the covenants and provisions of the Debenture and the Security Documents (collectively, the “Loan Documents”), pursuant to which the Lender has the right to accelerate its obligations under the Loan Documents.01 In ~~Financial~~consideration ~~Statements~~of the settlement terms in the MOU, from the date of the MOU until July 23, 2024, the Lender agreed to forbear in the exercise of any rights or remedies, whether granted in Loan Documents or under law, with respect to the Company or any of its assets (the “Forbearance Period”), other than the exercise of the Permitted Remedies. As used in the MOU, the “Permitted Remedies” shall be limited solely to (i) enforce the terms of the MOU and ~~Exhibits~~(ii) to obtain the benefits of the continuing indemnification obligations of the Company to Lenders in the Loan Documents. The Forbearance Period terminated automatically upon the occurrence of any of the following events: (i) the commencement by the Company or any its subsidiaries of a voluntary proceeding seeking relief with respect to itself or its debts under any bankruptcy, insolvency or similar law, or seeking appointment of a trustee, receiver, liquidator or other similar official for it or any substantial part of its assets; or its consent to any of the foregoing in any involuntary proceeding against it; or makes an assignment for the benefit of, or the offering to or entering into by. The Company or any of its Subsidiaries of any reorganization with its creditors, (ii) commencement of an involuntary proceeding against the Company or any of its subsidiaries of the kind described in clause (i) above.

~~(d) Exhibits~~Centurion also agreed to the cancellation of all of its common stock purchase warrants of the Company.

Exhibit No.		Name
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

The above is a summary of the material terms of the MOU is qualified in its entirety by the full terms and conditions of the MOU, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference herein.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits

~~Pursuant~~(d) ~~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~~Exhibits.

	ASSURE HOLDINGS CORP.
Exhibit No.		Name
Date: July 23, 2024	By:	/s/ John Farlinger
10.1		Memorandum of Understanding with Centurion Financial Trust dated July 18, 2024
	Name:	John Farlinger
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).
	Title:	Chief Executive Officer

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.

	ASSURE HOLDINGS CORP.

Date: July 24, 2024	By:	/s/ John Farlinger
	Name:	John Farlinger
	Title:	Chief Executive Officer

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