Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2022, Assure Holdings Corp. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp.
(the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed
to sell in an underwritten offering (the "Offering") an aggregate of 5,576,087
shares of the Company's common stock at a public offering price of US$1.12 per
share, for gross proceeds of approximately US$6.2 million, less underwriting
discounts. Under the terms of the Underwriting Agreement, the Company granted
the Underwriter a 45-day option to purchase up to an additional 836,413 shares
of common stock of the Company at a public offering price of US$1.12 per share
less underwriting discounts.
The offering is expected to close on or about August 24, 2022, subject to the
satisfaction of customary closing conditions. The common stock is listed on the
Nasdaq Capital Market.
The Offering is being made in the United States pursuant to the Company's
effective registration statement on Form S-3 (File No. 333-266730) and an
accompanying prospectus previously filed with the Securities and Exchange
Commission and a preliminary and final prospectus supplement thereunder.
Aegis Capital Corp. is acting as sole book-running manager for the offering. The
underwriting discounts will be 7.0% of the gross proceeds in the Offering, or
$0.0784 per share of common stock. We have also agreed to reimburse Underwriter
for certain of its expenses, in an amount of up to $50,000 including for road
show, diligence, and reasonable legal fees.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made on purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement and
may be subject to limitations upon by the contracting parties.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The Underwriting Agreement contains
representations, warranties and covenants of the Company and the Underwriter
that are customary for transactions of this type. The foregoing description of
the Underwriting Agreement does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
A copy of the opinion of Dorsey & Whitney LLP relating to the legality of the
shares of common stock of the Company in the Offering is filed as Exhibit 5.1 of
this current report on Form 8-K.
Item 9.01 Exhibits
Exhibit No. Name
1.1 Underwriting Agreement, dated August 22, 2022, between Assure
Holdings Corp. and Aegis Capital Corp.*
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Non-material schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish
supplemental copies of any of the omitted schedules and exhibits upon request by
the Securities and Exchange Commission.
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