Assure Holdings Corp. (Form: 8-K, Received: 04/21/2021 16:09:36)

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): April 15, 2021

Assure Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada		333-251829		82-2726719
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4600 South Ulster Street, Suite 1225 Denver, CO		80237
(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: None

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2021, the Board of Directors of Assure Holdings Corp. (the “Company”) appointed John Flood to the Board of Directors to serve until the next annual general meeting of the Company or until revocation or his resignation. Mr. Flood has been appointed to serve on the Company’s Audit Committee, Governance, Nomination, and Compensation Committee.

Mr. Flood, age 62, has nearly four decades of capital markets experience, as well as extensive operations, business building and governance expertise. Until retiring in 2019, he served as chairman and managing partner of Craig-Hallum Capital Group (“Craig-Hallum”), an equity research, trading and investment banking firm that Flood co-founded in 1997. At Craig-Hallum, Flood led the investment banking and institutional equity sales teams. He was also a member of Craig-Hallum’s board of governors, and executive, research, banking and M&A committees. Mr. Flood has a Bachelor of Science, Management and Economics, from the University of Minnesota, Carlson School of Management.

Mr. Flood’s compensation consists of (i) a stipend of US$40,000 per annum as member of the Board of Directors of the Company; (ii) a stipend of US$5,000 per annum for each committee Mr. Flood is a member of; and (iii) a grant of 150,000 stock option of the company on April 15, 2021 based on a 5 year term at a strike price of US$1.12 (C$1.40).

The Board of Directors has determined that Mr. Flood is an “independent director” as defined in Rule 5605 of the NASDAQ Stock Market Rules.” The Company has not engaged in any transaction in which Mr. Flood or a person related to Mr. Flood had a direct or indirect material interest that is reportable under Item 404(a) of Regulation S-K. To the Company’s knowledge, there is no arrangement or understanding between any of its officers or directors and Mr. Flood pursuant to which he was appointed to serve as a director. There are no family relationships between Mr. Flood and any of the officers or directors of the Company.

Item 7.01 Regulation FD

On April 21, 2021, issued a press release announcing the appointment of John Flood to the Board of Directors. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Exhibits

Exhibit No.	Name

99.1	Press Release dated April 21, 2021

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: April 21, 2021	By:	/s/ John Farlinger
	Name:	John Farlinger
	Title:	Chief Executive Officer

Exhibit 99.1

4600 S. Ulster Street
Suite 1225
Denver, CO 80237
(720)287-3093

Assure Holdings Appoints John Flood to Board of Directors

DENVER, April 21, 2021 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH), a provider of intraoperative neuromonitoring services (“IONM”), has appointed John Flood to its board of directors.

Flood brings thirty-five years of capital markets experience, as well as extensive operations, business building and governance expertise to Assure’s board. Until retiring in 2019, he served as chairman and managing partner of Craig-Hallum Capital Group (“Craig-Hallum”), an equity research, trading and investment banking firm that Flood co-founded in 1997. At Craig-Hallum, Flood led the investment banking and institutional equity sales teams. He was also a member of the firm’s board of governors, and executive, research, banking and M&A committees.

“With his broad experience across capital markets and corporate governance, John is uniquely qualified to provide guidance to Company management in the execution of its growth strategy,” said John A. Farlinger, Assure’s executive chairman and CEO. “His strengths will complement the skills of our other directors, and John’s perspective will prove invaluable as we continue to build our business and create shareholder value. We are pleased to strengthen our board as Assure prepares for the next level of growth and profitability.”

Commenting on his appointment, Flood said, “I am excited to join Assure’s board of directors and help the Company navigate the rapidly evolving IONM industry from a strong competitive position. I look forward to working with management and the board to continue creating long-term value for all stakeholders – investors, patients, surgeons, hospitals, team members and the communities we serve.”

Flood earned a Bachelor of Science in management and economics from the University of Minnesota Carlson School of Management.

In connection with Flood’s appointment, he was issued 150,000 options to purchase common shares of Assure (the “Options”). The Options have an exercise price of US$1.12. Flood’s appointment and the issuance of the Options remain subject to review and approval by the TSX Venture Exchange.

About Assure Holdings

Assure 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®. For more information, visit the company’s website at www.assureneuromonitoring.com.

4600 S. Ulster Street
Suite 1225
Denver, CO 80237
(720)287-3093

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable securities laws, including but not limited to: comments with respect to strategies; expectations; planned operations; future actions of the Company; the Company’s growth potential and strategy; the appointment of John Flood to the board of directors of the Company and the expected effects thereof and the Company’s position in the IONM industry. 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 spread of COVID-19 and the impact it will have on the Company’s operations and economic activity in general, the appointment of John Flood to the board of directors of the Company may not strength the board and allow the Company to increase its growth and profitability, Flood may not help the Company create long-term value for stakeholders, the TSX Venture Exchange may not approve of Flood’s appointment and the issuance of the Options and the risks and uncertainties discussed in our most recent annual and quarterly reports filed with the Canadian securities regulators and available on the Company’s profile on 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.

Contact

Scott Kozak, Investor and Media Relations
Assure Holdings Corp.
1-720-287-3093
Scott.Kozak@assureiom.com