Form 425 - Prospectuses and communications, business combinations
22 Maggio 2024 - 10:09PM
Edgar (US Regulatory)
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): May 22,
2024
Assure Holdings Corp.
(Exact name of registrant as specified in its charter)
Nevada |
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001-40785 |
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82-2726719 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
7887 East Belleview Avenue, Suite 240
Denver, CO |
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80111 |
(Address of principal executive offices) |
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(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):
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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IONM |
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NASDAQ Capital Market |
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
7.01. Regulation FD Disclosure.
On May 22, 2024, the
Company and Danam Health, Inc. held a corporate update call. A copy of the presentation is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
The information in this
Item 7.01, and Exhibit 99.1 as attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language
in such filing.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits.
Additional Information
and Where to Find It
This Current Report may
be deemed to be solicitation material with respect to the proposed transactions between Assure and Danam Health Inc. In connection with
the proposed transaction, Assure has filed relevant materials with the SEC, including a registration statement on Form S-4, filed with
the SEC on May 3, 2024, that contains a prospectus and a proxy statement. Assure will mail the proxy statement/prospectus to the Assure
and Danam stockholders, and the securities may not be sold or exchanged until the registration statement becomes effective.
Investors and securityholders
of Assure and Danam are urged to read these materials when they become available because they will contain important information about
Assure, Danam and the proposed transactions. This Current Report is not a substitute for the registration statement, definitive proxy
statement/prospectus or any other documents that Assure may file with the SEC or send to securityholders in connection with the proposed
transactions. Investors and securityholders may obtain free copies of the documents filed with the SEC, once available, on Assure’s
website at www.assureneuromonitoring.com, on the SEC’s website at www.sec.gov or by directing a request to Assure at 7887 E. Belleview
Ave., Suite 240, Denver, Colorado, USA 80111, Attention: John Farlinger, Chief Executive Officer; or by email at ir@assureiom.com.
Participants in the
Solicitation
Each of Assure and Danam
and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Assure in connection with the proposed transaction. Information about the executive officers and directors of Assure are set forth
in Assure’s Definitive Proxy Statement on Schedule 14A relating to the 2023 Annual Meeting of Stockholders of Assure, filed with
the SEC on December 5, 2023 and in Assure’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the
SEC on April 26, 2024. Other information regarding the interests of such individuals, who may be deemed to be participants in the solicitation
of proxies for the stockholders of Assure are set forth in the proxy statement/prospectus, which is included in Assure’s registration
statement on Form S-4 filed with the SEC on May 3, 2024. You may obtain free copies of these documents as described above.
Cautionary Statements
Regarding Forward-Looking Statements
This
Current Report contains forward-looking statements based upon the current expectations of Assure and Danam. Forward-looking statements
involve risks and uncertainties and include, but are not limited to, statements about the structure, timing and completion of the proposed
transactions; the listing of the combined company on Nasdaq after the closing of the proposed merger; expectations regarding the ownership
structure of the combined company after the closing of the proposed merger; the expected executive officers and directors of the combined
company; the expected cash position of each of Assure and Danam and the combined company at the closing of the proposed merger; the future
operations of the combined company; and other statements that are not historical fact. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without
limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely
obtain stockholder approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed transaction
and the ability of each of Assure and Danam to consummate the proposed merger, as applicable; (iii) risks related to Assure’s ability
to manage its operating expenses and its expenses associated with the proposed transactions pending closing; (iv) risks related to the
failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed
transactions; (v) the risk that as a result of adjustments to the exchange ratio, Assure stockholders and Danam stockholders could own
more or less of the combined company than is currently anticipated; (vi) risks related to the market price of Assure’s common stock;
(vii) unexpected costs, charges or expenses resulting from either or both of the proposed transaction; (viii) potential adverse reactions
or changes to business relationships resulting from the announcement or completion of the proposed transactions; (ix) risks related to
the inability of the combined company to obtain sufficient additional capital to continue to advance its business plan; and (x) risks
associated with the possible failure to realize certain anticipated benefits of the proposed transactions, including with respect to future
financial and operating results. Actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic
filings with the SEC, including the factors described in the section titled “Risk Factors” in Assure’s Annual Report
on Form 10-K for the year ended December 31, 2023 filed with the SEC, and in other filings that Assure makes and will make with the SEC
in connection with the proposed transaction, including the proxy statement/prospectus described under “Additional Information and
Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof
or as of the dates indicated in the forward-looking statements. Except as required by law, Assure expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on which any such statements are based.
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.
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ASSURE HOLDINGS CORP. |
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Date: May 22, 2024 |
By: |
/s/ John Farlinger |
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Name: |
John Farlinger |
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Title: |
Chief Executive Officer |
Exhibit
99.1
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| INVESTOR PRESENTATION
May 22, 2024 I Nasdaq: IONM |
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| COMPANY OVERVIEW |
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| HISTORIC ASSURE BUSINESS MODEL
Assure Holdings is a healthcare services company providing best-in-class, outsourced
Intraoperative NeurophysiologicalMonitoring (“IONM”)
ASSURE OPERATIONS
Providing technical and professional medical services
IONM MEDICAL SERVICES
A group of procedures used during surgery that
assists surgeons in preventing damage and
preserving functionality of the nervous system.¹
Technologist
• Assure employed board-certified
technologist on- site with surgeon in
operating room
• Performs ~200 managed cases/year*
Tele-Neurology
• Neurologist services performed remotely
• Low fixed cost per case with neurology
partner
• Highly scalable
* See Safe Harbor for definition of managed cases
1 https://www.hopkinsmedicine.org/neurology_neurosurgery/centers_clinics/ionm/ |
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| OVERVIEW
• In September 2023, the Board of Assure directed management to evaluate strategic alternatives for
the business due to rapid declines in out of network medical reimbursement rates. Management was
requested to present options to retain value in the public vehicle and disposal of the clinical
operations and related assets.
• Management reviewed and assessed seventeen M&A candidates choosing Danam Health, Inc.
(“Danam”) as the merger candidate.
• On February 12, 2024, Assure entered into an Agreement and Plan of Merger with Danam.
• On March 20, 2024, Assure submitted its plan of compliance with Nasdaq to maintain its listing,
requesting until July 22, 2024, to complete the merger with Danam.
• On March 26, 2024, Assure closed the sale of the clinical assets to MPower.
• On May 3, 2024, Assure filed its preliminary Form S-4 with the SEC.
• On May 13, 2024, the Nasdaq panel approved Assure’s plan of merger with Danam.
• On May 14, 2024, Assure’s shareholders approved the increase in authorized capital to 250,000,000
shares.
• Assure will seek shareholder approval in the second calendar quarter 2024 for approval of the Assure &
Danam merger and plans to close the transaction prior to the Nasdaq panel deadline of July 22, 2024. |
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| PROPOSED BUSINESS COMBINATION |
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| BUSINESS COMBINATION
• On February 12, 2024, Assure entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Danam Health, Inc. (“Danam”).
• Upon shareholder approval, a newly-formed subsidiary of Assure will merge with and into Danam,
with Danam surviving the Merger as a wholly-owned subsidiary of Assure; Danam will be deemed the
accounting acquirer and therefore the combined company will be required to satisfy all applicable
initial Nasdaq listing requirements.
• Following closing of the Merger, the former Assure equityholders are expected to own approximately
10% of the outstanding capital stock and the equityholders of Danam are expected to own
approximately 90% of the outstanding capital stock of the combined company on a fully diluted basis.
• The Merger will result in a combined company that will focus on pharmaceutical and healthcare
services that will advance Danam’s micro health ecosystem, and is anticipated to include a portfolio of
companies with pharmacy, wholesale operations and a technology division with a novel platform for
hub and clinical services.
• Relevant pro forma financial information can be found in the recently filed Registration Statement on
Form S-4. See “Legal Disclaimers”. |
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| COMPANY OVERVIEW |
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| EXECUTIVE SUMMARY Danam Health is a pharmaceutical healthcare services company
providing integrated solutions across its technology platform,
specialty pharmacy and wholesale operations
TECH AND HUB
PLATFORM
• Digital pharmacy and
hub platform
• Nationwide network of
pharmacies
• Same-day local delivery
CLINICAL CONCIERGE
SERVICES
• Clinical concierge
services
• Direct-to-consumer mail
order
• 35 state licenses
DISTRIBUTION
• Wholesale distributor
• Accredited in all 50
states
• 75+manufacturer
relationships
DANAM HEALTH WILL OWN 100% OF EACH SUBSIDIARY
DELAWARE BASED C-CORP (FOR TAX PURPOSES) |
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| COMPANY OVERVIEW Danam Health provides efficiencies, data analytics, market
access and convenience for patients, pharmacies, providers,
pharmaceutical manufacturers, and payors/PBMs
QUICK FACTS
SIGNIFICANT INDUSTRY ACCREDITATIONS
PHARMACEUTICAL NETWORK
VERTICAL ALIGNMENT OPPORTUNITIES
• Technology Platform Patents pending:
⚬ Method and apparatus for prescription
management
• $35M of pharmaceuticals products distributed in 2023
• 50+ employees
• Accredited Drug Distributor in all 50 states
4500+
Pharmacies
75+
MFR Contracts
Health/Hospital Systems, Concierge
Medicine, Employer Groups
Payors/ PBMs
NABP Digital Pharmacy Accreditation coming soon. |
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| • Provider sends Rx to pharmacy via DelivMeds
• Prior Authorization services provided
• Manufacturer copay or discount cards applied
• Patient selects independent pharmacy via app
• “Clean” Rx transferred to local pharmacy
• Wellgistics provides product distribution
• Community Specialty Pharmacy provides
mail order option in areas with geographic
coverage gaps
Viable channel:
• 19,000+ Pharmacies
• $47 Billion market
• 1.3 Billion Rxs annually
• Rooted in communities
COMPETITIVE DIFFERENTIATION
Leveraging the bricks and mortar of independent,
locally-owned pharmacies to create a powerful
combination capable of delivering Rxs in hours
• Fills prescription and provides:
⚬ Clinical care expertise
⚬ Personalized patient relationships
⚬ Improved healthcare outcomes
• Flexible in-store pick up or delivery
PATIENT PROVIDER MANUFACTURER
DIGITAL PHARMACY PLATFORM
LOCAL, INDEPENDENT PHARMACIES |
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| HIGHLY ATTRACTIVE BUSINESS MODEL |
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| MARKET OVERVIEW
TOTAL REACH
MARKET
$430 Billion
Total Rx drug spend + adherence +
hub services market
TARGET
MARKET
SERVED
MARKET
CURRENT
MARKET
$180 Billion
Total Retail Rx market + adherence +
hub services market
$5.4 Billion
Independent Retail Rx wholesale distribution (including specialty,
less “Big 3” market share) + adherence + hub services market
$35.8 Million
Independent Retail Rx wholesale distribution (including specialty)
+ product fulfillment + adherence + hub services market
Capturing just 5% of serviceable market equates
to $300M of potential revenue |
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| DANAM HEALTH PLATFORM Technology Platform provides comprehensive integrated
solutions that drive value to key healthcare stakeholders
while monetizing data, services and channel access
DRIVING VALUE ACROSS THE “5-PS”
PATIENT PHARMACY PROVIDER PHARMA
MANUFACTURER
PAYOR/ PBM
Adherence
Autonomy &
Convenience
Clinical Tools
Cost Savings
Improved Health
Outcomes
Adherence
Increased Rxs
Operational
Efficiency
Prior
Authorization
Higher Margin
Products
Adherence
Transparent
Reporting
Improved HEDIS
Scores
Improved Health
Outcomes
Patient Access to
Innovative
Therapies
Adherence
Transparent
Reporting
Prior
Authorization
Channel Access
Product Market
Access
Adherence
Transparent
Reporting
Prior Authorization
Improved Health
Outcomes
Reduced
Expenses/Plan
Savings |
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| BUSINESS WORKFLOW Delivering interoperable solutions to key
constituents across the healthcare ecosystem
PHARMA
MANUFACTURER
DATA
DATA
PROVIDER
PATIENT
PAYOR/ PBM
DATA
DATA |
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| DISTRIBUTION CLINICAL CONCIERGE
SERVICES
TECH AND HUB
PLATFORM |
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| Health
Distribution Tech & Hub Pharmacy |
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| Tim Canning
CEO
Dr. Shafaat Pirani,
PharmD, BCGP
EVP & CCO
Brian Norton
EVP Supply Chain
Chuck Wilson
COO
LEADERSHIP TEAM
Vishnu Balu
VP Finance |
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| Suren Ajjarapu
Prashant Patel
Don Anderson
Chairman
Sajid Syed
Vice Chairman
Boardmember
Boardmember
Mr. Suren Ajjarapu is a founder/Chairman of Danam Health, Inc. Mr. Ajjarapu is an entrepreneur with leadership experience, extensive
executive management, and corporate board experience. Mr. Ajjarapu is an accomplished corporate strategist, fundraiser, and
marketer. His vision and expertise in business performance have driven notable enterprise growth in the Pharmaceuticals, eVTOL,
Biofuels and Information Technology sectors. Offering a rare blend of creative and operational strengths, Mr. Ajjarapu has
demonstrated the capability to deal with cross-cultural, socio-economic, and geo-political boundaries as well as to expand or launch
new businesses on a global basis with a keen sense of time to market. His strategic approach to developing and executing growth
strategies, reducing cost basis, P&L oversight, maintaining business competitiveness, building world-class organizations, and
increasing shareholders’ value is reflected in his work with multiple public companies, notably as Chairman/CEO of TRXADE Health,
Inc. (NASDAQ: MEDS), Chairman/CEO of Kernel Group Holdings, Inc. (NASDAQ: KRNL), Chairman/CEO of OceanTech Acquisitions I
Corp. (NASDAQ: OTAC) Chairman/CEO of PowerUp Acquisition Corp. (NASDAQ: PWUP), Board Member of Ocean Biomedical, Inc.
(NASDAQ: OCEA), and Board Member of Tevogen Bio Holdings Inc. (NASDAQ: TVGN).
Mr. Prashant Patel, an entrepreneur and registered Pharmacist, brings extensive experience across the pharmaceutical supply
chain, from Retail/Community Pharmacy ventures to pharmaceutical distribution and sales. His consultancy work has focused on
optimizing return logistics for pharmaceutical companies, showcasing his vision for transparency and efficiency. With a BPharm
from the University of Nottingham/UK and an MSC in Transport, Trade & Finance from Cass Business School, City University, UK, Mr.
Patel combines academic rigor with practical industry expertise.
Mr. Anderson brings over forty-five years of healthcare and pharmacy industry experience, culminating in his recent retirement as
President & CEO of Independent Pharmacy Cooperative (IPC) from 2009-2022, the nation's largest group purchasing organization
serving over 10,000 independent pharmacies. Prior to IPC, he held executive roles at Long's Drug Stores and Professional Homecare
Services, among others. With expertise spanning mergers and acquisitions, business operations, sales, and marketing, Mr.
Anderson has served on numerous boards, including the Federation of Pharmacy Networks and Choice Rx Solutions. He holds a
Bachelor of Science in Business and a Master of Business Administration.
Sajid Syed, RPh, Chairman of Princeton Stone House Capital, is a distinguished figure in the pharmaceutical industry, having
founded and sold successful pharmaceutical service companies like InfuRx and Sanovia Corporation. As President of Acro
Pharmaceutical Services, he oversaw its acquisition by Lincare before its eventual sale to CVS Health Corporation. Currently, he
chairs Apovia, a pharmacy management group in Philadelphia, while also actively participating in community service and serving
on nonprofit boards, showcasing his multifaceted contributions to both industry and society.
BOARD OF DIRECTORS |
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| Additional Information and Where to Find It
This communication may be deemed to be solicitation material with respect to the proposed transactions between Assure and Danam Health Inc. In connection with the proposed transaction, Assure has filed relevant materials with the SEC,
including a registration statement on Form S-4, filed with the SEC on May 3, 2024,that contains a prospectus and a proxy statement. Assure will mail the proxy statement/prospectus to the Assure and Danam stockholders, and the securities
may not be sold or exchanged until the registration statement becomes effective.
Investors and securityholders of Assure and Danam are urged to read these materials when they become available because they will contain important information about Assure, Danam and the proposed transactions. This communication is
not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that Assure may file with the SEC or send to securityholders in connection with the proposed transactions. Investors and
securityholders may obtain free copies of the documents filed with the SEC, once available, on Assure’s website at www.assureneuromonitoring.com, on the SEC’s website at www.sec.gov or by directing a request to Assure at 7887 E. Belleview
Ave., Suite 240, Denver, Colorado, USA 80111, Attention: John Farlinger, Chief Executive Officer; or by email at ir@assureiom.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Participants in the Solicitation
Each of Assure and Danam and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Assure in connection with the proposed transaction. Information about
the executive officers and directors of Assure are set forth in Assure’s Definitive Proxy Statement on Schedule 14A relating to the 2023 Annual Meeting of Stockholders of Assure, filed with the SEC on December 5, 2023 and in Assure’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 26, 2024. Other information regarding the interests of such individuals, who may be deemed to be participants in the solicitation of proxies for the
stockholders of Assure are set forth in the proxy statement/prospectus, which is included in Assure’s registration statement on Form S-4 filed with the SEC on May 3, 2024. You may obtain free copies of these documents as described above.
Cautionary Statements Regarding Forward-Looking Statements
This communication contains forward-looking statements based upon the current expectations of Assure and Danam. Forward-looking statements involve risks and uncertainties and include, but are not limited to, statements about the
structure, timing and completion of the proposed transactions; the listing of the combined company on Nasdaq after the closing of the proposed merger; expectations regarding the ownership structure of the combined company after the
closing of the proposed merger; the expected executive officers and directors of the combined company; the expected cash position of each of Assure and Danam and the combined company at the closing of the proposed merger; the future
operations of the combined company; and other statements that are not historical fact. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely obtain stockholder approval for the transaction, if at all; (ii) uncertainties
as to the timing of the consummation of the proposed transaction and the ability of each of Assure and Danam to consummate the proposed merger, as applicable; (iii) risks related to Assure’s ability to manage its operating expenses and its
expenses associated with the proposed transactions pending closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed
transactions; (v) the risk that as a result of adjustments to the exchange ratio, Assure stockholders and Danam stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of
Assure’s common stock; (vii) unexpected costs, charges or expenses resulting from either or both of the proposed transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed transactions; (ix) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance its business plan; and (x) risks associated with the possible failure to realize
certain anticipated benefits of the proposed transactions, including with respect to future financial and operating results. Actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Assure’s Annual Report
on Form 10-K for the year ended December 31, 2023 filed with the SEC, and in other filings that Assure makes and will make with the SEC in connection with the proposed transaction, including the proxy statement/prospectus described under
“Additional Information and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Except as
required by law, Assure expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
LEGAL DISCLAIMERS |
Grafico Azioni Assure (NASDAQ:IONM)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Assure (NASDAQ:IONM)
Storico
Da Feb 2024 a Feb 2025