SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Securities to be registered pursuant to Section 12(b) of the Act:

 If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ⌧

 If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-251829

Securities to be registered pursuant to Section 12(g) of the Act: None

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Item 1. Description of Registrant’s Securities to be Registered.

The following summary is a description of the material terms of our share capital. We encourage you to read our Articles of Incorporation, as amended, and Bylaws which are included as Exhibits 3.1, 3.2, 3.3 and 3.4 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 30, 2020, and the Certificate of Change and Amendment No. 1 to our Bylaws filed as Exhibit 3.1 and 3.2, respectively on Form 8-K filed with the Securities and Exchange Commission on September 3, 2021.

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The rights of our stockholders are be governed by Nevada law, Articles of Incorporation, as amended, and Bylaws, as amended. The following briefly summarizes the material terms of our common stock. We urge you to read the applicable provisions of Nevada Corporation Law, our Articles of Incorporation and our Bylaws.

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Authorized Capital Stock

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Our Articles of Incorporation authorize 180,000,000 shares of common stock, par value $0.001 per share.

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Common Stock

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We are authorized to issue up to a total of 180,000,000 shares of common stock, par value $0.001 per share.

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Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no cumulative voting rights. Further, holders of our common stock have no preemptive or conversion rights or other subscription rights.

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Upon our liquidation, dissolution or winding-up, holders of common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.

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Holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our Board out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock.

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The holders of shares of our common stock entitled to cast at least 33-1/3% of the total votes entitled to be cast by the holders of all of our outstanding capital stock, present in person or by proxy, are necessary to constitute a quorum at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

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The vote of a majority of our stock held by shareholders present in person or represented by proxy and entitled to vote at the Meeting will be sufficient to elect Directors or to approve a proposal.

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Item 2. Exhibits.

In accordance with the Instructions as to Exhibits of Form 8-A, no exhibits are required because no securities to be registered on this form are to be registered on an exchange on which other securities of the registrant are registered and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

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Dated: September 7, 2021

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Assure Holdings Corp.

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By: /s/ John Price

John Price

Chief Financial Officer