Item 1.01 Entry into a Material Definitive
Agreement.
On May 11, 2023, Assure Holdings Corp. (the "Company")
entered into an underwriting agreement (the "Underwriting Agreement") with Joseph Gunnar & Co., LLC (the “Underwriter”).
Pursuant to the Underwriting Agreement, the Company agreed to sell in an underwritten offering (the "Offering") (i) 4,250,000
shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and
(ii) Common Stock purchase warrants (the “Pre-Funded Warrants” and together with the Firm Shares, the “Firm Securities”)
to purchase up to an aggregate of 750,000 shares of Common Stock (the “Pre-Funded Firm Warrant Shares”) with an exercise price
of $0.001, at a public offering price of $1.20 per Firm Share or $1.199 per Pre-Funded Warrant, for gross proceeds of approximately US$6
million, less underwriting discounts.
Under the terms of the Underwriting Agreement,
the Company granted the Underwriter a 45-day option to purchase up to an additional 750,000 of (i) additional shares of Common Stock at
a public offering price of US$ per share and/or Pre-Funded Warrants to purchase additional shares of Common Stock, in any combination
thereof, from the Company to cover over-allotments, which is equal to 15% of the total number of shares of Common Stock and Pre-Funded
Warrants sold in the Offering.
The Offering is expected to close on or about
May 16, 2023, subject to the satisfaction of customary closing conditions. The common stock is listed on the Nasdaq Capital Market.
The Offering is being made in the United States
pursuant to a Registration Statement (No. 333-269438) on Form S-1 (the “Registration Statement”), which was filed by the Company
with the Securities and Exchange Commission on January 27, 2023, amended on April 17, 2023, May 2, 2023, and May 10, 2023, and declared
effective on May 11, 2023 (the “Effective Date”). The Offering was made only by means of a prospectus forming a part of the
Registration Statement.
Pursuant to the Underwriting Agreement, the Company,
upon closing of the Offering, is issuing to the Underwriter warrants to purchase up to 287,500 shares of Common Stock (the “Representative
Warrants” and, together with the Common Warrants and the Pre-Funded Warrants, the “Warrants”), which is 5.0% of the
aggregate number of Shares and Shares issuable upon exercise of the Pre-Funded Warrants sold in the Offering, assuming exercise of the
option granted to the Underwriter’s in full. The Representative Warrants are exercisable at any time and from time to time, in whole
or in part, starting 180 days from the commencement of sales of Firm Securities until five years from date of commencement of sales of
the Firm Securities, at a price per share equal to $1.32, which is 110% of the public offering price per Firm Share.
The Representative Warrants
and underlying shares of common stock were registered pursuant to the Registration Statement and the Company has agreed to maintain such
registration during the term of the Representative Warrants. Pursuant to FINRA Rule 5110(g), the Representative Warrants and any shares
issued upon exercise of the Representative Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities
by any person for a period of 180 days immediately following the date of commencement of sales of the Firm Securities, except the transfer
of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering
and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth below for the
remainder of the time period; (iii) if the aggregate amount of our securities held by the underwriters or related persons do not exceed
1% of the securities being offered; (iv) that is beneficially owned on a pro rata basis by all equity owners of an investment fund, provided
that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not
own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the
lock-up restriction set forth below for the remainder of the time period.
In addition, the Representative
Warrants provide for certain demand and piggyback registration rights. The warrants provide for one demand registration right in accordance
with Rule 5110(g)(8)(b) and unlimited piggyback registration rights. The demand registration rights and piggyback registration rights
provided will terminate 5 years from the commencement of the sales of Firm Securities to the public in compliance with FINRA Rule 5110(g)(8(c),
(d) and (e), respectively. We will bear all fees and expenses attendant to registering the securities issuable on exercise of the Representative
Warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon
exercise of the Representative Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
cash dividend or our recapitalization, reorganization, merger or consolidation.
The Underwriter is acting as the sole book-running
manager for the Offering. The underwriting discounts will be 7.0% of the gross in the Offering, or $0.084 per share of common stock or
$0.08393 per Pre-Funded Warrant. We have also agreed to reimburse the Representative for certain of its expenses, in an amount of up to
$141,950 including for road show, diligence, and reasonable legal fees.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made on purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations upon by the contracting
parties.
The foregoing descriptions of the Underwriting
Agreement, the Pre-Funded Warrants and the Underwriter Warrants are not complete and are qualified in their entirety by reference to the
full text of the Underwriting Agreement and the forms of the Pre-Funded Warrant and the Underwriter Warrant, copies of which are filed
as Exhibit 1.1, Exhibit 4.1, and Exhibit 4.2 , respectively, and are incorporated by reference herein.
This Current Report on Form 8-K does not constitute
an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or jurisdiction.