Assure Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2024, Assure Holdings Corp. (the “Company”) entered into a Settlement and Mutual Release (the “Settlement Agreement”) with Assure Acquisition Corp. (“Merger Sub”) and Wellgistics Health, Inc. formerly known as Danam Health, Inc. (“Danam”).
As previously disclosed, in February 2024, Assure, Merger Sub and Danam entered into an Agreement and Plan of Merger (the “Merger Agreement”). In connection with the proposed transaction that was the subject of the Merger Agreement, in April 2024, the Company executed and delivered to Danam a $1,000,000 convertible promissory note (the “Convertible Note”). In June 2024, the Company terminated the Merger Agreement. Various disputes have arisen between the Company and Danam arising out of the proposed merger under the Merger Agreement (together, with the associated negotiations and actions taken with respect thereto under the Merger Agreement, the “Transaction”).
Pursuant to the Settlement Agreement, the Company, Danam and Merger Sub have settled all disputes among themselves and mutually released each other from any liability and potential liability with respect to the Transaction, the Merger Agreement and the associated documents. Pursuant to the Settlement Agreement the Convertible Note was cancelled and the parties confirmed the termination of the Merger Agreement, with the termination being effective as of June 11, 2024. In addition, the parties agreed that Assure does not owe Danam the $1,000,000 termination fee as provided in the Merger Agreement. The Settlement Agreement confirms that no party owes any other party any amount with respect to the Transaction or the Merger Agreement.
The above is a summary of the material terms of the Settlement Agreement and is qualified by the full terms and conditions of the Settlement Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The disclosure set forth in Item 1.01 hereof related to the cancellation of the Convertible Note is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement and Mutual Release, effective as of December 11, 2024, among the Company, Merger Sub and Danam. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 23, 2024 | ASSURE HOLDINGS CORP. |
| /s/ John Farlinger | |
| John Farlinger | |
| Chief Executive Officer |
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