Assure Holdings Announces Amendments to Previously Announced Convertible Debenture Unit Financing
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES.
DENVER, Jan. 06, 2020 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH), a provider of intraoperative neuromonitoring services (IONM), is pleased to announce that as a result of increased demand, the Company intends to amend the terms of its previously announced non-brokered private placement of convertible debenture units (each, a “CD Unit” and collectively, the “CD Units”) for gross proceeds of up to C$4,000,000 (the “Offering”). As announced on December 16, 2019, the Company closed the first tranche of the Offering, pursuant to which the Company issued approximately 1,206 unsecured redeemable convertible debentures (each, a “Debenture” and collectively, the “Debentures”), each with a principal amount of C$1,000 and approximately 261,790 share purchase warrants (each, a “Warrant” and collectively, the “Warrants”) for aggregate gross proceeds of approximately C$1,206,000.
The Company plans to close the second tranche of the Offering on or about mid-January 2020. All of the subscribers of the CD Units issued under the first tranche will have the right, at their sole discretion, to exchange their Debenture and Warrant certificates for new certificates that will reflect the amendments disclosed herein (the “Amendments”) and are encouraged to contact the Company for to arrange logistics. The Amendments remain subject to the approval of the TSX Venture Exchange (the “TSXV”).
The material terms of the Amendments are as follows:
1. The principal amount of each Debenture and the amount of the Offering will now be in US Dollars; 2. The Conversion Price (as defined below) for each Debenture and the exercise price for each Finder’s Warrant (as defined below) will be changed from C$2.30 to US$1.40; 3. The exercise price for each Warrant and Underlying Warrant (as defined below) will be changed from C$2.80 to US$1.90; and 4. The VWAP Price (as defined below) will be changed from C$2.87 to US$1.95.
The Company shall have an option at its sole discretion to increase the size of the Offering by US$2 million to an aggregate of US$6 million.
All other materials terms and conditions of the Offering remain unchanged. Each CD Unit will now be offered at a price of US$1,000 and will be comprised of one Debenture with a principal amount of US$1,000 and 217 Warrants. Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of US$1.90 per share for a period of three years from the closing date of the Offering (the “Closing Date”).
The Debentures will mature and be repayable on the date that is four years from the Closing Date (the “Maturity Date”) and carry a coupon of 9% per annum, compounded annually in arrears until maturity and payable annually in cash or at such earlier date on which the Debentures are converted or redeemed. Beginning on the first year anniversary of the Closing Date, (i) each Debenture will be convertible into common shares of the company (“Common Shares”) at a conversion price of US$1.40 (the “Conversion Price”) until the Maturity Date and (ii) the Company shall be able to require Debentureholders to convert their Debentures into Common Shares at the Conversion Price in the event the VWAP of the Common Shares on the TSXV is greater than US$1.95 (the “VWAP Price”) for ten consecutive trading days. Following the first year anniversary of the Closing Date, the Debentures will be redeemable at the option of the Company, at 100% of the principal amount then outstanding.
Finders shall be entitled to receive a finder’s fee comprised of: (i) a cash fee equal to 7% of the gross proceeds raised as a direct result of introductions from such finders; and (ii) such number of finder’s warrants (the “Finder’s Warrants”) equal to 7% of the aggregate number of Common Shares issuable upon conversion of the Debentures issued. Each Finder’s Warrant will be exercisable at a price of US$1.40 for a period of 36 months following the Closing Date and will entitle the holder thereof to acquire one Common Share and one-half of one common share purchase warrant (each whole Common Share purchase warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder to acquire one Common Share at a price of US$1.90 for a period of 36 months from the Closing Date and will be subject to the same terms and conditions as the Warrants.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. Assure will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Assure HoldingsAssure Holdings Corp. is a Colorado-based company that works with neurosurgeons and orthopedic spine surgeons to provide a turnkey suite of services that support intraoperative neuromonitoring activities during invasive surgeries. Assure employs its own staff of technologists and uses its own state-of-the-art monitoring equipment, handles 100% of intraoperative neuromonitoring scheduling and setup, and bills for all technical services provided. While Assure focuses primarily on supporting spinal and vascular surgeries, plans are in place to support other classes of medicine that rely on the standard of care that intraoperative neuromonitoring provides. Assure Neuromonitoring is recognized as providing the highest level of patient care in the industry and has earned the Joint Commission’s Gold Seal of Approval®. For more information, visit the company’s website at www.assureneuromonitoring.com.
Forward-Looking StatementsThis news release contains certain statements that may constitute forward-looking information and forward-looking statements under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Assure anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information and forward-looking statements. Such information or statements may involve, but is not limited to, comments with respect to strategies, expectations, planned operations, future actions of the Company, the ability of Assure to raise $4 million under the Offering and the ability of Assure to close the Offering. Often, but not always, forward-looking information or forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information and forward-looking statements are based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Assure to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information and the forward-looking statements. Such factors may be based on information currently available to Assure, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements in this news release speak only as of the date of this release and Assure undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ContactScott Kozak, Investor and Media Relations Assure Holdings Corp. 1-720-287-3093 Scott.Kozak@assureiom.com
John Farlinger, Chief Executive Officer Assure Holdings Corp. 1-604-763-7565 John.Farlinger@assureiom.com