asha20250403_8k.htm
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0000744825
0000744825
2025-04-03
2025-04-03
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): April 3, 2025
AMERICAN SHARED HOSPITAL SERVICES
(Exact Name of Registrant as Specified in Its Charter)
California
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1-08789
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94-2918118
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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601 Montgomery Street, Suite 850
San Francisco, California
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94111
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (415) 788-5300
Not Applicable
(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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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American Shared Hospital Services Common Stock, No Par Value
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AMS
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NYSE AMERICAN
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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 ☐
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.
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Item 2.02 Results of Operations and Financial Condition.
On April 4, 2025, American Shared Hospital Services (the “Company”) issued a press release announcing its financial results for the fourth quarter and year-end 2024. The full text of the press release is furnished as Exhibit 99.1 to this report. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2025, the Company appointed Gary Delanois to serve as the Company’s Chief Executive Officer. Effective on that same date, Raymond Stachowiak ceased to serve in the role of Chief Executive Officer, however, he will continue to serve as the Company’s Executive Chairman of the Board and continue to perform the function of the Company’s principal executive officer. Mr. Stachowiak was appointed as Chief Executive Officer in April 2024 upon the passing of his predecessor.
Mr. Delanois has served as the Executive Vice President and Chief Operating Officer of the Company since October 14, 2024. Mr. Delanois’ biographical information, a summary of Mr. Delanois’ business experience and compensation arrangement, and other information required by Item 401 and Item 404 of Regulation S-K was included in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 18, 2024. At this time, any changes to Mr. Delanois’ compensation in connection with his appointment as Chief Executive Officer have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any compensation adjustments made in connection with Mr. Delanois’ appointment if and when they are determined.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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Exhibit 99.1
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104
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Cover page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN SHARED HOSPITAL SERVICES
(Registrant)
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Dated: April 4, 2025 |
By:
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/s/ Raymond C. Stachowiak
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Raymond C. Stachowiak |
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Executive Chairman of the Board |