Assure Announces Further Extension of Exchange Offer Relating to its Convertible Notes

Rhea-AI Summary

Assure Holdings Corp. (NASDAQ: IONM) has extended the expiration date of its exchange offer for its 9% Convertible Debentures due 2023 and 2024. The new expiration date is set for August 2, 2024, at 11:59 p.m. (Denver Time). This marks the second extension of the offer, which was originally scheduled to expire on July 19, 2024, and previously extended to July 26, 2024.

As of July 26, 2024, $2.4 million in principal face amount of Assure Convertible Debentures have been tendered into the offer. All other terms of the offer remain unchanged as outlined in the Offer Letter dated June 21, 2024, and subsequent amendments. Detailed information about the offer is available in the Schedule TO filed with the SEC.

Positive

• $2.4 million in principal face amount of Convertible Debentures tendered so far

Negative

• Second extension of the exchange offer expiration date, potentially indicating low participation

Insights

Financial Analyst

The extension of Assure Holdings Corp.'s exchange offer for its convertible debentures is a significant development that warrants close attention from investors. This move suggests potential challenges in achieving the desired participation rate, which could have implications for the company's debt structure and financial flexibility.

Key points to consider:

• The current tender amount of $2.4 million in principal face value appears relatively low, indicating a possible lack of enthusiasm among debenture holders for the exchange offer.
• Multiple extensions (now until August 2, 2024) may signal the company's desperation to complete the exchange, potentially on terms that are less favorable to current shareholders.
• The repeated amendments to the offer letter and Schedule TO filings with the SEC hint at ongoing negotiations or adjustments to the terms, which could impact the final outcome.

Investors should closely monitor any further updates, as the success or failure of this exchange offer could significantly affect Assure's capital structure and future financing options. The low participation rate thus far might force the company to consider alternative strategies to address its convertible debt, potentially leading to more dilutive or costly solutions down the line.

Legal Expert

From a legal perspective, Assure Holdings Corp.'s handling of the exchange offer extension raises several important considerations:

• The company's multiple extensions and amendments to the offer documents demonstrate compliance with SEC regulations, particularly in terms of transparency and disclosure requirements.
• The explicit statement that neither Assure nor its management or board is making recommendations regarding the offer is a prudent legal move, protecting the company from potential claims of undue influence.
• The provision of access to all relevant documents through the SEC website and company contacts aligns with legal obligations for fair and equal access to information for all debenture holders.

However, investors should be aware that:

• Repeated extensions could potentially be viewed as a form of market manipulation if not handled carefully, though there's no evidence of this in the current situation.
• The low participation rate might prompt scrutiny from regulators or shareholders, particularly if the terms of the offer are perceived as unfavorable.
• Any material changes to the offer terms during these extensions could potentially open the door to legal challenges from debenture holders who tendered early under different conditions.

Overall, while Assure appears to be navigating the legal aspects of this process correctly, the situation warrants ongoing attention to ensure continued compliance and transparency throughout the extended offer period.

DENVER, July 29, 2024 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (“Assure” or the “Company”) (NASDAQ: IONM), today announced that it has extended the expiration date of its exchange offer (the “Offer”) relating to the Company’s 9% Convertible Debentures due 2023 and 2024 (the “Assure Convertible Debentures”). As a result of the extension, the Exchange Offer is now scheduled to expire at 11:59 p.m. (Denver Time), on August 2, 2024 (the “Expiration Date”) unless further extended.

The Offer was originally scheduled to expire at 11:59 p.m. (Denver Time) on July 19, 2024, and was initially extended on July 22, 2024 to expire at 11:59 p.m. (Denver Time), on July 26, 2024. Except for the extension of the Expiration Date, all of the other terms of the Offer remain as set forth in the Offer Letter dated June 21, 2024, as amended on July 3 and July 12, 2024 (the “Offer Letter”), and a Schedule TO related thereto, as filed with the U.S. Securities and Exchange Commission (“SEC”) on June 21, 2024, as amended on July 3, July 9, July 12, and July 22, 2024 (the “Schedule TO”).

As of 11:59 p.m. (Denver Time) on July 26, 2024, $2.4 million in principal face amount of Assure Convertible Debentures have been tendered into the Offer.

Important Information Has Been Filed with the SEC

Copies of the Offer Letter (and all amendments thereto) and the Schedule TO (and all amendments thereto) are available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed to Assure Holdings Corp., 7887 E. Belleview Ave., Suite 240, Denver, Colorado, USA 80111 or email to ir@assureiom.com.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Assure Convertible Notes or an offer to sell or a solicitation of an offer to buy any shares of Assure’s common stock. The Offer is being made only through the Schedule TO and Offer Letter, and the complete terms and conditions of the Offer are set forth in the Schedule TO and Offer Letter. Holders of the Assure Convertible Debentures are urged to read the Schedule TO and Offer Letter carefully before making any decision with respect to the Offer because they contain important information, including the various terms of, and conditions to, the Offer. None of Assure, or any of its management or its board of directors makes any recommendation as to whether or not holders of Assure Convertible Debentures should tender such Assure Convertible Debentures for exchange in the Offer.

About Assure Holdings

Assure Holdings Corp. is a provider of outsourced intraoperative neuromonitoring and remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures that place the nervous system at risk including neurosurgery, spine, cardiovascular, orthopedic and ear, nose and throat surgeries. Assure employs highly trained technologists that provide a direct point of contact in the operating room. Physicians employed through Assure subsidiaries simultaneously monitor the functional integrity of patients’ neural structures throughout the procedure communicating in real-time with the surgeon and technologist. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. For more information, visit the Company’s website at www.assureneuromonitoring.com.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable securities laws. 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. Forward-looking statements include, but are not limited to, the future expiration date of the Offer, and other similar statements. 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 include risks regarding our patient volume or cases not growing as expected, or decreasing, which could impact revenue and profitability; unfavorable economic conditions could have an adverse effect on our business; risks related to increased leverage resulting from incurring additional debt; the policies of health insurance carriers may affect the amount of revenue we receive; our ability to successfully market and sell our products and services; we may be subject to competition and technological risk which may impact the price and amount of services we can sell and the nature of services we can provide; regulatory changes that are unfavorable in the states where our operations are conducted or concentrated; our ability to comply and the cost of compliance with extensive existing regulation and any changes or amendments thereto; changes within the medical industry and third-party reimbursement policies and our estimates of associated timing and costs with the same; our ability to adequately forecast expansion and the Company’s management of anticipated growth; and risks and uncertainties discussed in our most recent annual and quarterly reports filed with the United States Securities and Exchange Commission, including our annual report on Form 10-K filed on April 26, 2024, and with the Canadian securities regulators and available on the Company’s profiles on EDGAR at www.sec.gov and 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.

Investor Contact
Brett Maas, Managing Principal, Hayden IR
ionm@haydenir.com
(646) 536-7331

Source: Assure Holdings Corp.

FAQ

What is the new expiration date for Assure Holdings' (IONM) exchange offer?

The new expiration date for Assure Holdings' (IONM) exchange offer is August 2, 2024, at 11:59 p.m. (Denver Time), unless further extended.

How much of Assure Holdings' (IONM) Convertible Debentures have been tendered as of July 26, 2024?

As of July 26, 2024, $2.4 million in principal face amount of Assure Convertible Debentures have been tendered into the offer.

Where can investors find detailed information about Assure Holdings' (IONM) exchange offer?

Detailed information about Assure Holdings' (IONM) exchange offer can be found in the Schedule TO and Offer Letter filed with the SEC, available at www.sec.gov or by contacting the company directly.

How many times has Assure Holdings (IONM) extended the expiration date of its exchange offer?

Assure Holdings (IONM) has extended the expiration date of its exchange offer twice. The original date was July 19, 2024, first extended to July 26, 2024, and now to August 2, 2024.