Assure Holdings Corp.: debt financing — Assure issues $1M convertible note to Danam, extends merger termination date to July 22, 2024

Assure Holdings Corp.

Danam waives termination rights for breaches if Assure files S-4 by Apr 26, gets preliminary shareholder vote by Apr 30.
Issued $1,000,000 convertible note to Danam at 10% interest, due July 22, 2024, convertible at Nasdaq minimum price.
Exchange agreement: Centurion converts $140,989.91 of debenture into 236,164 shares at $0.5970/share.
Subscription agreement: Innovation cancels $270,000 future payments for 437,247 shares at $0.6175/share.
Bylaws amended to align with Nevada law, including shorter stockholder meeting notice (10-60 days vs prior 21-60).

item 1.01 item 2.03 item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Assure Holdings Corp. incurred convertible notes of $1,000,000 with Danam Health Inc. at 10% per annum maturing July 22, 2024.

Instrument: convertible notes
Principal: $1,000,000
Counterparty: Danam Health Inc.
Rate: 10% per annum
Maturity: July 22, 2024
Event: incurrence

Exact text from the filing

the Corporation issued a convertible note to Danam in principal amount of $1,000,000. The note accrues interest on the then outstanding principal balance at a rate equal to 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. The note has a maturity date of July 22, 2024.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Assure Holdings Corp.: Amended and restated bylaws to address discrepancies with Nevada law, including changes to stockholder vote requirement for director removal, filling board vacancies, uncertificated shares, notice and record date periods for stockholder meetings, and bylaw amendment authority (effective 2024-04-08).

Change: bylaw amendment
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, the Board of Directors of the Corporation approved amended and restated bylaws of the Corporation.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Assure Holdings Corp. entered into Exchange Agreement with Centurion Financial Trust valued at Exchange of $140,989.91 principal amount of debenture for 236,164 shares of common stock at $0.5970 (effective 2024-04-08).

Action: entry
Agreement: equity purchase
Counterparty: Centurion Financial Trust
Value: Exchange of $140,989.91 principal amount of debenture for 236,164 shares of common stock at $0.5970
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, the Corporation entered into an exchange agreement (the “ Exchange Agreement ”) with Centurion Financial Trust (“ Centurion ”) pursuant to which Centurion will exchange, pursuant to Section 3(a)(9) under the United States Securities Act of 1933, as amended (the “ Securities Act ”), $140,989.91 of the outstanding principal amount of the debenture of the Corporation held by Centurion into 236,164 shares of common stock of the Corporation representing a deemed exchange price of $0.5970 per share.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Assure Holdings Corp. entered into Subscription Agreement with Innovation Neuromonitoring LLC valued at Cancellation of $270,000 of future installment payments in exchange for 437,247 shares of common sto (effective 2024-04-08).

Action: entry
Agreement: equity purchase
Counterparty: Innovation Neuromonitoring LLC
Value: Cancellation of $270,000 of future installment payments in exchange for 437,247 shares of common sto
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, the Corporation entered into a subscription agreement (the “ Subscription Agreement ”) with Innovation Neuromonitoring LLC (“ Innovation ”) pursuant to which Innovation agreed to the cancellation of $270,000 of future installment payments under the Asset Purchase Agreement dated August 2, 2023 by and between the Corporation and Innovation as consideration for the subscription of 437,247 shares of common stock of the Corporation (the “ Subscribed Shares ”) representing a deemed exchange price of $0.6175 per share.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Assure Holdings Corp. entered into Convertible Note with Danam Health Inc. valued at Principal amount of $1,000,000, 10% interest, maturity July 22, 2024, convertible into shares of com (effective 2024-04-08).

Action: entry
Agreement: notes offering
Counterparty: Danam Health Inc.
Value: Principal amount of $1,000,000, 10% interest, maturity July 22, 2024, convertible into shares of com
Effective: 2024-04-08

Exact text from the filing

In connection with the Waiver Agreement, on April 8, 2024, the Corporation issued a convertible note to Danam in principal amount of $1,000,000.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Assure Holdings Corp. amended Waiver and Amendment to Agreement and Plan of Merger with Danam Health Inc. valued at Convertible promissory note in principal amount of $1,000,000, 10% interest, maturity July 22, 2024; (effective 2024-04-08).

Action: amendment
Agreement: merger
Counterparty: Danam Health Inc.
Value: Convertible promissory note in principal amount of $1,000,000, 10% interest, maturity July 22, 2024;
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, Assure Holdings Corp. (the “ Corporation ” or “ Assure ”) entered into a partial waiver and amendment agreement (the Waiver Agreement ”) with Assure Acquisition Corp. (the “ Merger Sub ”) and Danam Health Inc. (“ Danam ”) which waives and amends certain provisions of that certain agreement and plan of merger (the “ Merger Agreement ”) dated February 12, 2024 by and between the Corporation, Merger Sub and Danam.

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299 debt financings filed in the last 30 days. Browse all debt financings →

Source: SEC EDGAR

accession 0001104659-24-046839

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