Assure Holdings Corp.: M&A transaction — Assure Holdings closes first closing of asset sale; net cash ~$1.09M after debt payoff

Assure Holdings Corp.

Amended APA reduced base purchase price from $2.5M to $2.32M minus ~$1.23M debt payoff, net cash $1.09M.
First closing occurred March 26, 2024; earnout potential up to $2.18M tied to case volume thresholds (6,000–11,000+).
Post-closing price adjustments: $28K reduction per employee below 40 and $12K per IONM system below 100.
Nominee and non-competition agreements executed with Purchaser for retained operations in AZ and MT.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Assure Holdings Corp. completed a disposition involving National Neuromonitoring Services, LLC for $2.32 million minus the Debt Payoff Amount of approximately $1.23 million plus the Earnout Amount (closed 2024-03-26).

Action: disposition
Counterparty: National Neuromonitoring Services, LLC
Consideration: $2.32 million minus the Debt Payoff Amount of approximately $1.23 million plus the Earnout Amount
Closing: 2024-03-26

Exact text from the filing

The First Closing of the Sale Transaction closed on March 26, 2024 and the Parent and Sellers received the initial cash payment of $2.32 million less the Debt Payoff Amount of approximately $1.23 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Assure Holdings Corp. amended Amendment with National Neuromonitoring Services, LLC (effective 2024-03-26).

Action: amendment
Agreement: asset purchase
Counterparty: National Neuromonitoring Services, LLC
Effective: 2024-03-26

Exact text from the filing

On March 26, 2024, Assure Holdings Corp., a Nevada corporation (“Assure” or “Parent”), and its subsidiaries, Assure Neuromonitoring, LLC, Assure Networks, LLC, Assure Networks Texas Holdings, LLC and Assure Networks Texas Holdings II, LLC (collectively, the “Sellers’) entered into amendment number one (the “Amendment”) to that certain asset purchase agreement dated March 11, 2024

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Source: SEC EDGAR

accession 0001104659-24-041979

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