UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On October 18, 2022, at a meeting of the Nomination and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Assure Holdings Corp. (the “Company”), the Committee reviewed recent alleged violations of the Company’s Code of Business Conduct and Ethics (the “Code”) by Mr. Preston Parsons, a director of the Company, regarding unauthorized and unsolicited communications with a stockholder of the Company. Upon review, the Committee determined that the nature of the communication and the items discussed by Mr. Parsons violated the Code and harmed the reputation of the Company. Therefore, on October 19, 2022, the Committee delivered a letter to Mr. Parsons detailing the violations of the Code as determined in the judgment of the Committee and requested that Mr. Parsons resign from the Board immediately. As of the date hereof, Mr. Parsons has not responded to the Committee’s request or otherwise communicated with the Committee on the request for resignation and remains a director of the Company.
This follows an earlier action on August 31, 2022, where at a meeting of the Board, the Committee reported to the Board that the Committee had reviewed recent news that Mr. Preston Parsons had transferred his personal residence into a limited liability company, which the Committee understands has Mr. Parsons’ residence as its only asset, and immediately following such transfer, the limited liability company filed a voluntary bankruptcy petition in response to pre-foreclosure proceedings on the residence by a lender of Mr. Parsons. Mr. Parsons did not personally file for bankruptcy. The Committee concluded that the cumulative effect of the above actions of Mr. Parsons in combination with several previously considered past actions gave rise to the appearance of a lack of judgment and raised doubts regarding Mr. Parsons’ ability to continue to act in the best interests of the Company and in accordance with the Company’s Code. Therefore, the Committee requested that Mr. Parsons resign from the Board immediately. Mr. Parsons disagreed with the Committee’s conclusion and declined to resign from the Board.
Item 9.01 Exhibits
Exhibit No.Name
104Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).
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.
| ASSURE HOLDINGS CORP. | |
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Date: October 24, 2022 | By: | /s/ John Price |
| Name: | John Price |
| Title: | Chief Financial Officer |