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~~March 2713, ~~2025~~2026

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

California	1-08789	94-2918118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Montgomery Street, Suite 850 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 788-5300

Not Applicable

(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:

☐	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		Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value		AMS		NYSE AMERICAN

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 ☐

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 41.~~02 Non-Reliance~~01 onEntry ~~Previously~~into ~~Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

OnAmerican ~~December~~Shared 27Hospital Services (the “Company”) is a party to a Proton Beam Radiation Therapy Lease Agreement dated October 18, ~~2025~~2006, ~~the~~as ~~Audit~~amended ~~Committee~~by ofAmendment ~~the~~One ~~Board~~to ofProton ~~Directors~~Beam ofRadiation ~~American~~Therapy ~~Shared~~Lease ~~Hospital~~Agreement ~~Services~~dated effective as of August 12, 2012 (the “~~Company~~Lease”) ~~concluded~~, ~~after~~under ~~discussions~~which ~~with~~it ~~management~~leases ~~and~~a ~~Baker~~proton ~~Tilly~~beam ~~US,~~radiation ~~LLP~~therapy system to Orlando Health, ~~the~~Inc. ~~Company’s~~(“Orlando ~~independent~~Health”). ~~registered~~On ~~public~~March ~~accounting~~13, ~~firm~~2026, ~~that~~ the Company’s ~~unaudited~~and ~~condensed~~Orlando ~~balance~~Health ~~sheet~~entered ~~that~~into ~~was~~Amendment ~~part~~Two ofto ~~the~~Proton ~~Company’s~~Beam ~~financial~~Radiation ~~statements~~Therapy asLease ofAgreement ~~September 30, 2025~~ (the “~~Previous Financial Statements~~Amendment”),. ~~included~~The inAmendment extends the ~~Company’s~~term ~~Quarterly~~of ~~Report~~the onLease ~~Form~~for ~~10-Q~~an ~~for~~additional ~~the~~seven ~~quarter~~years ~~ended~~commencing ~~September~~April 306, ~~2025,~~2026 ~~filed~~through ~~with~~April ~~the~~5, ~~Securities~~2033 ~~and Exchange Commission~~ (the “~~SEC~~Extended Term”) ~~on November 14~~, ~~2025~~and (sets the ~~“Q3~~lease ~~2025~~payment ~~Quarterly~~terms ~~Report”),~~during ~~should~~the noExtended ~~longer~~Term bebased ~~relied~~on ~~upon~~a astechnical itcomponent ~~relates~~collection topercentage ~~the~~with ~~classification~~that percentage decreasing during certain of the ~~Company’s~~twelve ~~indebtedness~~month asperiods of ~~September~~the ~~30,~~Extended ~~2025~~Term. ~~Similarly,~~The ~~the~~Amendment ~~earnings~~amends ~~release~~certain ~~relating~~other toterms of the ~~Company’s~~Lease ~~financial~~and ~~results~~sets ~~for~~forth certain agreements between the ~~third~~parties ~~quarter~~with ~~ended~~respect ~~September 30,~~to ~~2025~~the leased equipment, ~~and~~including ~~any~~(i) ~~reports~~an oroption ~~similar~~granted ~~communications~~to ~~describing~~Orlando ~~the~~Health ~~Previous~~whereby ~~Financial~~it ~~Statements~~may ~~should~~elect noto ~~longer~~purchase bethe ~~relied~~leased ~~upon~~equipment asat ~~they~~the ~~relate~~end toof the ~~classification~~lease ofterm, including setting the ~~Company’s~~purchase ~~indebtedness~~price asand ofthe ~~September~~period ~~30,~~in ~~2025.~~which ~~The~~Orlando ~~classification~~Health ~~error~~may ~~had~~exercise noits ~~impact~~option, on(ii) matters related to the Company’s ~~cash~~obligation ~~and~~to ~~cash~~remove, ~~equivalent~~at ~~balances~~its orexpense, ~~total assets for~~ the ~~applicable~~leased ~~period.~~equipment Itfrom ~~also~~Orlando ~~had~~Health noat ~~impact~~the onend of the ~~Company’s~~Extended ~~condensed~~Term ~~consolidated~~in ~~statement~~the ofevent ~~operations,~~Orlando ~~including~~Health ~~total~~does ~~operating~~not ~~revenues~~exercise ~~and~~its ~~operating~~purchase ~~expenses~~option, ~~net~~and ~~loss,~~certain ~~its~~financial ~~condensed~~understandings ~~consolidated statements~~ of ~~cash~~the ~~flows,~~parties ~~including~~related ~~total~~to ~~cash~~that ~~flows~~obligation, ~~its~~and ~~condensed~~(iii) ~~consolidated~~maintenance ~~statements~~and ofinsurance ~~shareholders’ equity,~~coverage orobligations ~~any~~of ~~non-GAAP~~the ~~measure reported~~parties.

AsThe ~~previously~~foregoing ~~disclosed~~description byof the ~~Company~~Amendment inis anot ~~Current~~complete ~~Report on Form 8-K filed with the SEC on December 16, 2025, the Company~~ and ~~certain~~is ofqualified ~~its subsidiaries (the “Loan Parties”) received a notice asserting that an Event of Default (as defined~~ in ~~the~~its ~~Fifth~~entirety ~~Third~~by ~~Credit~~reference ~~Agreement) has occurred under that certain Credit Agreement, dated as of April 9, 2021 (as amended from time~~ to ~~time,~~ the ~~“Fifth~~full ~~Third~~text ~~Credit Agreement”), entered into with Fifth Third Bank, National Association (“Fifth Third”). The asserted Event~~ of ~~Default was due to a failure to maintain minimum unrestricted domestic cash and Cash Equivalents (as defined in~~ the ~~Fifth Third Credit Agreement) of at least an aggregate of $5~~Amendment,~~000,000~~ ~~for the fiscal quarter ended September 30, 2025, and not due to~~ a ~~payment~~copy ~~default. The Company’s unaudited condensed balance sheet as~~ of ~~September 30,~~which ~~2025,~~is ~~included~~filed ~~in its Q3 2025 Quarterly Report, classified all of the Company’s debt under the Fifth Third Credit Agreement (except the current portion thereof), consisting of an aggregate of $7,947,000~~ as ofExhibit ~~September 30, 2025, as long-term debt~~10.1 ~~Subsequent~~ to ~~filing~~this ~~the~~Current ~~Q3 2025 Quarterly~~ Report, on ~~December 10,~~Form ~~2025,~~8-K ~~the~~and ~~Company~~is ~~received~~incorporated ~~notice~~herein ~~from~~by ~~Fifth Third of the Loan Parties’ default under the Fifth Third Credit Agreement~~reference.

~~The~~Item Company has also concluded that its non-compliance with the Fifth Third Credit Agreement could be deemed to have resulted in an Event of Default (as defined in the DFC Credit Agreement) under that certain Loan Agreement, dated February 21, 2020 (as amended from time to time, the “DFC Credit Agreement” and, collectively with the Fifth Third Credit Agreement, the “Credit Agreements”), entered into by the Company’s subsidiary, HoldCo GKC S9.A01. ~~(“HoldCo”),~~Financial ~~with~~Statements ~~United~~and ~~States International Development Finance Corporation (“DFC”)~~Exhibits. The Company’s unaudited condensed balance sheet as of September 30, 2025, included in its Q3 2025 Quarterly Report, classified all of the Company’s debt under the DFC Credit Agreement (except the current portion thereof), consisting of an aggregate of $653,000 as of September 30, 2025, as long-term debt.

Given that the Company received a notice asserting that it was not in compliance with the Fifth Third Credit Agreement and, as a result, determined that it may also not be in compliance with the DFC Credit Agreement for the quarter ended September 30, 2025, the Company has determined that it misclassified $8,631,000 of debt in its Previous Financial Statements and that the debt should be reclassified as a current liability in its entirety on the Company’s balance sheet as opposed to long-term debt. In addition, in the footnotes to the Previous Financial Statements included in the Q3 2025 Quarterly Report, the Company incorrectly stated that it was in compliance with the Credit Agreements as of September 30, 2025. Accordingly, the Company plans to restate its Previous Financial Statements for the quarter ended September 30, 2025 (the “Restated Financial Statements”), and will present the Restated Financial Statements in an amendment and restatement of the Q3 2025 Quarterly Report, which the Company will file with the SEC as soon as practical.

The Company is currently in discussions with Fifth Third regarding a waiver and an amendment to the Fifth Third Credit Agreement. However, there can be no assurances regarding the outcome of such discussions. As of the date of this Current Report on Form 8-K, neither Fifth Third nor DFC have accelerated the obligations of the Loan Parties or HoldCo under the Credit Agreements or any related loan documents. The Company continues to evaluate the implications of the information described above on its liquidity, financial condition, going concern considerations, operations, and any other impact on its financial statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1 †	Amendment Two to Proton Beam Radiation Therapy Lease Agreement effective as of March 13, 2026 by and between American Shares Hospital Services and Orlando Health, Inc.
104	Cover page Interactive Data File (embedded within the Inline XBRL document)
†	Certain portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and are of the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN SHARED HOSPITAL SERVICES
	(Registrant)
Dated: January 2, 2026	By:	/s/ Raymond C. Stachowiak
Dated: March 19, 2026	By:	/s/ Raymond C. Stachowiak
		Raymond C. Stachowiak
		Executive Chairman of the Board

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