Form 8-K - Current report

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): October 18, 2024

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

California	1-08789	94-2918118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Montgomery Street, Suite 1112 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value		AMS		NYSE AMERICAN

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, American Shared Hospital Services (the “Company”) approved the appointment of Mr. Gary Delanois as an Executive Vice President and Chief Operating Officer of the Company, effective October 14, 2024. Mr. Delanois, age 71, replaced the Company’s former Chief Operating Officer, Mr. Craig Tagawa, who will continue to serve as the Company’s President and Assistant Secretary.

Prior to his employment with the Company, Mr. Delanois served as the Chief Executive Officer of Integrated Healthcare Consultants from November 2019 to October 2024, where he provided innovative solutions to physician groups, health systems, accountable care organizations, and health plans, and implemented strategic planning and business development initiatives to develop and grow physician networks. From December 2017 to October 2019, Mr. Delanois served as the Chief Financial Officer of Millenium Healthcare, LLC, one of the largest comprehensive primary care healthcare providers in Southwest Florida with over 450 providers. In this role, Mr. Delanois, was responsible for all aspects of financial reporting, financial planning and analysis of operations, and led the successful renewal of payor contracts and bank financings. From November 2002 to November 2017, Mr. Delanois held various positions with 21^st Century Oncology, culminating in his position as Senior Vice President of U.S. Operations, where he was responsible for the daily operation of 143 radiation centers.. Mr. Delanois is also a certified public accountant (inactive) and a member of the American Institute of CPAs and the Florida Institute of Public Accountants.

Pursuant to an Offer of Employment from the Company to Mr. Delanois dated October 4, 2024 (the “Offer Letter”), Mr. Delanois will receive an annual base salary of $325,000. For the remainder of 2024, Mr. Delanois will be eligible to receive a performance bonus of up to $30,000 contingent on the satisfaction of specific goals and objectives. For calendar year 2025, Mr. Delanois will be eligible for to receive a performance bonus of approximately 40% of his base salary based on a combination of achieving key Company targets and for commissions on new agreements with new or existing clients. Mr. Delanois received an award of 120,000 restricted stock units (“RSUs”) under the Company’s Incentive Compensation Plan with a grant date of October 14, 2024 (the “Grant Date”). The RSUs will vest in equal annual installments over a five-year period beginning on the first anniversary of the Grant Date. A copy of the Offer Letter is attached hereto as Exhibit 10.1. The description of the Offer Letter set forth above is qualified in its entirety by reference to Exhibit 10.1.

There are no family relationships between Mr. Delanois and any of the directors and executive officers of the Company, nor are there any transactions in which Mr. Delanois has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On October 18, 2024, the Company issued a press release announcing the appointment of Mr. Delanois as an Executive Vice President and the Chief Operating Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

Exhibit 10.1	Offer of Employment from the Company to Mr. Gary Delanois dated October 4, 2024

Exhibit 99.1	Press Release dated October 18, 2024

104	Cover page Interactive Data File (embedded within the Inline XBRL document)

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.

	AMERICAN SHARED HOSPITAL SERVICES (Registrant)


Dated: October 18, 2024	By:	/s/ Raymond C. Stachowiak
		Raymond C. Stachowiak
		Executive Chairman of the Board

Exhibit 10.1

Exhibit 99.1

American Shared Hospital Services Announces Key Management Appointments

Hires Gary Delanois, Seasoned Radiation Oncology Services Executive, as Chief Operating Officer

Promotes Ranjit Pradhan to Senior Vice President of Sales and Marketing

SAN FRANCISCO, CA, October 18, 2024 ‒ American Shared Hospital Services (NYSE American: AMS) (the “Company”), a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy cancer treatment systems and services, today announced the appointment of Gary Delanois as Executive Vice President and Chief Operating Officer. Mr. Delanois brings many years of industry expertise in the management of radiation oncology services. Additionally, the Company announced the promotion of Ranjit Pradhan to Senior Vice President of Sales and Marketing. Mr. Pradhan has played a critical role in the Company’s success, recently renewing, and expanding five of AMS's ten domestic Gamma Knife agreements over the past 18 months.

Ray Stachowiak, CEO and Executive Chairman of American Shared Hospital Services, commented, “As our business continue to grow, now is the opportune time to bring in a seasoned executive as our Chief Operating Officer. Gary’s deep experience with physician relationships, payor relationships, billing and collection policies and procedures lends itself perfectly to our overall growth strategy as we further expand and optimize the overall business. Additionally, we are thrilled to recognize Ranjit’s exceptional contributions to our mission. Together, Gary and Ranjit bring a wealth of knowledge and strategic vision to our leadership team, positioning the Company to expand treatment volumes and make a substantial impact in providing accessible, cutting-edge cancer-fighting technology in the U.S., Central and South America.”

Mr. Delanois is a seasoned executive with 28 years of progressive healthcare management experience providing innovative and proven solutions to Physician Groups, Health Systems, ACO’S and Health Plans. Mr. Delanois brings a strong track record of exceptional operating performance, growth and results with a demonstrated ability to develop outstanding relationships with Physicians, Partners and Colleagues. Additionally, Mr. Delanois has significant Board of Director Experience, with various health care systems based in California, West Virginia, Rhode Island and Michigan.

Prior to this appointment, Mr. Delanois previously served as CFO of one of the largest comprehensive primary care healthcare providers in Southwest Florida with over 900 providers. Prior to this role, Mr. Delanois served as Senior Vice President-US Operations at 21^st Century Oncology, responsible for daily operations at over 140 radiation therapy centers, working with over 160 Radiation Oncologists, treating thousands of patients daily.

Mr. Delanois began his career at Ernst & Young as a Certified Public Accountant in Indianapolis, and later progressed to a Senior Manager with Coopers & Lybrand in Southwest Florida, before leaving to become Chief Operating Officer with a diversified and multi-divisional private company. Following that, he led the Physician Practice acquisition initiative for Lee Health, assembling a network over 75 primary care Physicians. Mr. Delanois then served as CEO of HCA Physician Services of SWFL. Additionally, Mr. Delanois is a Certified Public Accountant (inactive) and a member of the American Institute of CPAs and the Florida Institute of Public Accountants.

In Mr. Pradhan’s new role, he will spearhead the Company’s strategic marketing initiatives and drive growth in new business, further strengthening the Company's impact and outreach in oncology services. Mr. Pradhan is a dynamic global business leader with a solid track record of strategy, marketing, product and commercial roles in the healthcare (Oncology / Imaging / Diagnostics / Pharma) industry. He brings extensive experience in global healthcare markets and strategic relationships with the KOL/SME/Channel community. Mr. Pradhan additionally brings significant enterprise technology deployment, software business management, business development, partnerships, and sales in healthcare ecosystems expertise. Additionally, he is a global leader with diverse experience from Fortune 100s to startups with strong commercial acumen and a balance of strategic, tactical & operational skills.

About American Shared Hospital Services (NYSE American: AMS)

American Shared Hospital Services (ASHS) is a leading provider of creative financial and turnkey solutions to Cancer Treatment Centers, hospitals, and large cancer networks worldwide. The company works closely with all major global Original Equipment Manufacturers (OEMs) that provide leading edge clinical treatment systems and software to treat cancer using Radiation Therapy and Radiosurgery. The company is vendor agnostic and provides financial support for a wide range of products including MR Guided Radiation Therapy Linacs, Advanced Digital Linear Accelerators, Proton Beam Radiation Therapy Systems, Brachytherapy systems and suites, and through the Company’s subsidiary, GK Financing LLC., the Leksell Gamma Knife product and services. For more information, please visit: www.ashs.com

Safe Harbor Statement

This press release may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services including statements regarding the expected continued growth of the Company and the expansion of the Company’s Gamma Knife, proton therapy and MR/LINAC business, which involve risks and uncertainties including, but not limited to, the risks of economic and market conditions, the risks of variability of financial results between quarters, the risks of the Gamma Knife and proton therapy businesses, the risks of changes to CMS reimbursement rates or reimbursement methodology, the risks of the timing, financing, and operations of the Company’s Gamma Knife, proton therapy, and MR/LINAC businesses, the risk of expanding within or into new markets, the risk that the integration or continued operation of acquired businesses could adversely affect financial results and the risk that current and future acquisitions may negatively affect the Company’s financial position. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-Q for the three month period ended June 30, 2024, the Annual Report on Form 10-K for the year ended December 31, 2023, and the definitive Proxy Statement for the Annual Meeting of Shareholders that was held on June 25, 2024.

Contacts:

American Shared Hospital Services
Ray Stachowiak, Executive Chairman and CEO
rstachowiak@ashs.com

Investor Relations

Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com

Document And Entity Information	Oct. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	AMERICAN SHARED HOSPITAL SERVICES
Document, Type	8-K
Document, Period End Date	Oct. 18, 2024
Entity, Incorporation, State or Country Code	CA
Entity, File Number	1-08789
Entity, Tax Identification Number	94-2918118
Entity, Address, Address Line One	601 Montgomery Street
Entity, Address, Address Line Two	Suite 1112
Entity, Address, City or Town	San Francisco
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	788-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AMS
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000744825