Assure Holdings Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENT

SUBSEQUENT EVENT	6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENT	10. SUBSEQUENT EVENT Subscription Agreements Since June 30, 2024, Assure entered into subscription agreements (“Subscription Agreements”) with certain investors (the “Investors”) pursuant to which Assure, and the Investors agreed to cancel certain trade accounts payable held by such Investors for shares of common stock of Assure at a deemed value per share ranging from $3.15 to $5.09 per share. Pursuant to the Subscription Agreements, Assure issued an aggregate total of 60,943 shares of common stock to five Investors in exchange for the cancellation of an aggregate amount of $259,990 in trade accounts payable. Nasdaq On July 22, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that the Nasdaq Hearings Panel (the “Panel”) determined to delist the Company’s common stock. In connection with the Nasdaq delisting notice, Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission after applicable appeal periods have lapsed. In the interim, the Company’s common stock began trading under its current trading symbol “IONM” on the OTC Markets system effective with the open of the markets on July 24, 2024. The Company has submitted an application to the OTCQB for quotation of its common stock. See Note 7 for complete disclosure. Reverse Stock Split As of July 8, 2024, the total number of shares of common stock authorized by the Corporation was reduced from 250,000,000 shares of Common Stock, par $0.001, to 13,888,888 shares of Common Stock, par $0.001, and the number of shares of Common Stock held by each stockholder of the Company were consolidated automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by eighteen (18): effecting an eighteen (18) pre-split shares for one (1) post-split share reverse stock split. No fractional shares were issued in connection with the Reverse Split and all fractional shares were rounded up to the next whole share, pursuant to NRS 78.205(2)(b). All options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Split were adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by eighteen (18) and multiplying the exercise or conversion price thereof by eighteen (18), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remained virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock were substantially unaffected by the Reverse Split. Equity Purchase Agreement On July 31, 2024, the Company signed an equity purchase agreement with 0915223 B.C. Ltd., a British Columbia corporation (the “Buyer”), pursuant to which the Buyer agreed to purchase all the equity interests of certain of the Company’s subsidiaries (the “Subsidiaries”) in consideration of the Buyer assuming certain indebtedness of the Subsidiaries totaling approximately $2.6 million (the “Assumed Indebtedness”). In addition, as consideration for the Buyer agreeing to assume the Assumed Indebtedness, the Company as agree to (i) issue the Buyer 450,000 shares of Common Stock, (ii) pay the Buyer $40,000 in cash and (iii) pay the Buyer an additional $40,000 in cash or shares of Common Stock, at the Company’s sole election, within 60 days of the closing of the transaction to acquire the Subsidiaries. The Subsidiaries sold do not hold any material assets of the Company. Securities Purchase Agreement, Bridge Note and Promissory Note On August 2, 2024, the Company entered into two securities purchase agreements (the “Securities Purchase Agreements”) with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued to the Lender a bridge note in aggregate principal amount of $37,950, with an original issue discount of $4,950 (the “Bridge Note”) and a promissory note in aggregate principal amount of $60,950 with an original issue discount of $7,950 (the “Promissory Note”). The Bridge Note is subject to a one-time interest charge of 15% applied upon issuance to the principal amount of the Bridge Note. The Bridge Note is subject to a repayment schedule of $21,821 on January 30, 2025, and then $5,455 on each of February 28, 2025, March 30, 2025, April 30, 2025, May 30, 2025. The Bridge Note may be pre-paid at a discount upon three trading days written notice to the Lender, such discount to be 97% if pre-paid within 90 days following the date of issuance and 98% is pre-paid within 180 days of the date of issuance. The Bridge Note contains a covenant that while any amount remains outstanding under the Bridge Note, the Company will not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course. The Bridge Note is convertible into shares of common stock of the Company only upon a default thereunder. The Bridge Note will be deemed in default upon the occurrence of a number of events set forth therein, including (i) failure to pay principal and interest when due and payable, (ii) breach of covenants, (iii) breach of representations and warranties, (iv) the Company making an assignment for the benefit of creditors, (v) the bankruptcy, insolvency, reorganization or liquidation of the Company, (vi) maintaining the listing of the Company’s common stock on the OTC Markets or comparable exchange, (vii) failure to comply with the reporting obligations of the Company under the Securities Exchange Act of 1934, (viii) any cessation of operations of the Company, (ix) any restatement of the financial statements of the Company, (x) replacement of the transfer agent, or (xi) cross-default in any other debts of the Company. Upon the occurrence of an event of default under the Bridge Note, the Bridge Note will become immediately due and payable at 150% of the then outstanding principal amount plus accrued and unpaid interest plus any default interest. Upon occurrence of an event of default the Bridge Note may also be converted by the Lender into shares of common stock of the Company at a conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days prior to the date of conversion. Conversion is limited by a beneficial ownership cap of 4.99% as described in the Bridge Note. The Promissory Note is subject to a one-time interest charge of 14% applied upon issuance to the principal amount of the Bridge Note. The Promissory Note is to be repaid in ten equal monthly installments of principal and interest in the amount of $6,948.30 beginning on September 15, 2024, with the subsequent payments being due on the 15^th of each month thereafter. The Promissory Note may be pre-paid at a discount upon three trading days written notice to the Lender, such discount to be 97% if pre-paid within 90 days following the date of issuance and 98% is pre-paid within 180 days of the date of issuance. The Promissory Note contains a covenant that while any amount remains outstanding under the Promissory Note, the Company will not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course. The Promissory Note is convertible into shares of common stock of the Company only upon a default thereunder. The Promissory Note will be deemed in default upon the occurrence of a number of events set forth therein, including (i) failure to pay principal and interest when due and payable, (ii) breach of covenants, (iii) breach of representations and warranties, (iv) the Company making an assignment for the benefit of creditors, (v) the bankruptcy, insolvency, reorganization or liquidation of the Company, (vi) maintaining the listing of the Company’s common stock on the OTC Markets or comparable exchange, (vii) failure to comply with the reporting obligations of the Company under the Securities Exchange Act of 1934, (viii) any cessation of operations of the Company, (ix) any restatement of the financial statements of the Company, (x) replacement of the transfer agent, or (xi) cross-default in any other debts of the Company. Upon the occurrence of an event of default under the Promissory Note, the Promissory Note will become immediately due and payable at 150% of the then outstanding principal amount plus accrued and unpaid interest plus any default interest. Upon occurrence of an event of default the Promissory Note may also be converted by the Lender into shares of common stock of the Company at a conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days prior to the date of conversion. Conversion is limited by a beneficial ownership cap of 4.99% as described in the Promissory Note. Legal Settlement On August 6, 2024, the Company entered into a settlement agreement for $148,000 related to an outstanding legal matter payable in three installments. As of the date of this filing, the Company has made two of the three installments.

SUBSEQUENT EVENT

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENT

10. SUBSEQUENT EVENT

Subscription Agreements

Since June 30, 2024, Assure entered into subscription agreements (“Subscription Agreements”) with certain investors (the “Investors”) pursuant to which Assure, and the Investors agreed to cancel certain trade accounts payable held by such Investors for shares of common stock of Assure at a deemed value per share ranging from $3.15 to $5.09 per share. Pursuant to the Subscription Agreements, Assure issued an aggregate total of 60,943 shares of common stock to five Investors in exchange for the cancellation of an aggregate amount of $259,990 in trade accounts payable.

Nasdaq

On July 22, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that the Nasdaq Hearings Panel (the “Panel”) determined to delist the Company’s common stock.

In connection with the Nasdaq delisting notice, Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission after applicable appeal periods have lapsed. In the interim, the Company’s common stock began trading under its current trading symbol “IONM” on the OTC Markets system effective with the open of the markets on July 24, 2024. The Company has submitted an application to the OTCQB for quotation of its common stock. See Note 7 for complete disclosure.

Reverse Stock Split

As of July 8, 2024, the total number of shares of common stock authorized by the Corporation was reduced from 250,000,000 shares of Common Stock, par $0.001, to 13,888,888 shares of Common Stock, par $0.001, and the number of shares of Common Stock held by each stockholder of the Company were consolidated automatically into the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Split divided by eighteen (18): effecting an eighteen (18) pre-split shares for one (1) post-split share reverse stock split.

No fractional shares were issued in connection with the Reverse Split and all fractional shares were rounded up to the next whole share, pursuant to NRS 78.205(2)(b).

All options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Split were adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by eighteen (18) and multiplying the exercise or conversion price thereof by eighteen (18), all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.

Immediately after the Reverse Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remained virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock were substantially unaffected by the Reverse Split.

Equity Purchase Agreement

On July 31, 2024, the Company signed an equity purchase agreement with 0915223 B.C. Ltd., a British Columbia corporation (the “Buyer”), pursuant to which the Buyer agreed to purchase all the equity interests of certain of the Company’s subsidiaries (the “Subsidiaries”) in consideration of the Buyer assuming certain indebtedness of the Subsidiaries totaling approximately $2.6 million (the “Assumed Indebtedness”). In addition, as consideration for the Buyer agreeing to assume the Assumed Indebtedness, the Company as agree to (i) issue the Buyer 450,000 shares of Common Stock, (ii) pay the Buyer $40,000 in cash and (iii) pay the Buyer an additional $40,000 in cash or shares of Common Stock, at the Company’s sole election, within 60 days of the closing of the transaction to acquire the Subsidiaries. The Subsidiaries sold do not hold any material assets of the Company.

Securities Purchase Agreement, Bridge Note and Promissory Note

On August 2, 2024, the Company entered into two securities purchase agreements (the “Securities Purchase Agreements”) with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued to the Lender a bridge note in aggregate principal amount of $37,950, with an original issue discount of $4,950 (the “Bridge Note”) and a promissory note in aggregate principal amount of $60,950 with an original issue discount of $7,950 (the “Promissory Note”).

The Bridge Note is subject to a one-time interest charge of 15% applied upon issuance to the principal amount of the Bridge Note. The Bridge Note is subject to a repayment schedule of $21,821 on January 30, 2025, and then $5,455 on each of February 28, 2025, March 30, 2025, April 30, 2025, May 30, 2025. The Bridge Note may be pre-paid at a discount upon three trading days written notice to the Lender, such discount to be 97% if pre-paid within 90 days following the date of issuance and 98% is pre-paid within 180 days of the date of issuance. The Bridge Note contains a covenant that while any amount remains outstanding under the Bridge Note, the Company will not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course. The Bridge Note is convertible into shares of common stock of the Company only upon a default thereunder.

The Bridge Note will be deemed in default upon the occurrence of a number of events set forth therein, including (i) failure to pay principal and interest when due and payable, (ii) breach of covenants, (iii) breach of representations and warranties, (iv) the Company making an assignment for the benefit of creditors, (v) the bankruptcy, insolvency, reorganization or liquidation of the Company, (vi) maintaining the listing of the Company’s common stock on the OTC Markets or comparable exchange, (vii) failure to comply with the reporting obligations of the Company under the Securities Exchange Act of 1934, (viii) any cessation of operations of the Company, (ix) any restatement of the financial statements of the Company, (x) replacement of the transfer agent, or (xi) cross-default in any other debts of the Company.

Upon the occurrence of an event of default under the Bridge Note, the Bridge Note will become immediately due and payable at 150% of the then outstanding principal amount plus accrued and unpaid interest plus any default interest. Upon occurrence of an event of default the Bridge Note may also be converted by the Lender into shares of common stock of the Company at a conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days prior to the date of conversion. Conversion is limited by a beneficial ownership cap of 4.99% as described in the Bridge Note.

The Promissory Note is subject to a one-time interest charge of 14% applied upon issuance to the principal amount of the Bridge Note. The Promissory Note is to be repaid in ten equal monthly installments of principal and interest in the amount of $6,948.30 beginning on September 15, 2024, with the subsequent payments being due on the 15^th of each month thereafter. The Promissory Note may be pre-paid at a discount upon three trading days written notice to the Lender, such discount to be 97% if pre-paid within 90 days following the date of issuance and 98% is pre-paid within 180 days of the date of issuance. The Promissory Note contains a covenant that while any amount remains outstanding under the Promissory Note, the Company will not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course. The Promissory Note is convertible into shares of common stock of the Company only upon a default thereunder.

The Promissory Note will be deemed in default upon the occurrence of a number of events set forth therein, including (i) failure to pay principal and interest when due and payable, (ii) breach of covenants, (iii) breach of representations and warranties, (iv) the Company making an assignment for the benefit of creditors, (v) the bankruptcy, insolvency, reorganization or liquidation of the Company, (vi) maintaining the listing of the Company’s common stock on the OTC Markets or comparable exchange, (vii) failure to comply with the reporting obligations of the Company under the Securities Exchange Act of 1934, (viii) any cessation of operations of the Company, (ix) any restatement of the financial statements of the Company, (x) replacement of the transfer agent, or (xi) cross-default in any other debts of the Company.

Upon the occurrence of an event of default under the Promissory Note, the Promissory Note will become immediately due and payable at 150% of the then outstanding principal amount plus accrued and unpaid interest plus any default interest. Upon occurrence of an event of default the Promissory Note may also be converted by the Lender into shares of common stock of the Company at a conversion price equal to 65% of the lowest trading price of the common stock during the ten trading days prior to the date of conversion. Conversion is limited by a beneficial ownership cap of 4.99% as described in the Promissory Note.

Legal Settlement

On August 6, 2024, the Company entered into a settlement agreement for $148,000 related to an outstanding legal matter payable in three installments. As of the date of this filing, the Company has made two of the three installments.