ASHS Files 8-K for Asset Acquisition/Disposition
Ticker: AMS · Form: 8-K · Filed: May 13, 2024 · CIK: 744825
| Field | Detail |
|---|---|
| Company | American Shared Hospital Services (AMS) |
| Form Type | 8-K |
| Filed Date | May 13, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $2,850,000, $285,000, $175,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, acquisition, disposition
TL;DR
ASHS filed an 8-K for a material definitive agreement on asset acquisition/disposition.
AI Summary
On May 7, 2024, American Shared Hospital Services (ASHS) entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing does not specify the exact nature of the agreement or any associated dollar amounts.
Why It Matters
This 8-K filing indicates a significant corporate event for American Shared Hospital Services, potentially impacting its business structure and future operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement for asset acquisition or disposition, which can carry significant financial and operational risks.
Key Players & Entities
- AMERICAN SHARED HOSPITAL SERVICES (company) — Registrant
- May 7, 2024 (date) — Date of earliest event reported
- 601 Montgomery Street, Suite 1112 San Francisco, California 94111 (address) — Principal Executive Offices
FAQ
What specific type of material definitive agreement was entered into by American Shared Hospital Services?
The filing states that the agreement is related to the 'Entry into a Material Definitive Agreement' and 'Completion of Acquisition or Disposition of Assets', but does not provide specific details of the agreement itself.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 7, 2024.
Where are American Shared Hospital Services' principal executive offices located?
The principal executive offices are located at 601 Montgomery Street, Suite 1112, San Francisco, California 94111.
What is the SEC file number for American Shared Hospital Services?
The SEC file number for American Shared Hospital Services is 001-08789.
What is the Standard Industrial Classification (SIC) code for American Shared Hospital Services?
The Standard Industrial Classification (SIC) code for American Shared Hospital Services is 8071, which corresponds to SERVICES-MEDICAL LABORATORIES.
Filing Stats: 1,018 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2024-05-13 17:21:16
Key Financial Figures
- $2,850,000 — price for the Transaction consisted of $2,850,000 payable in cash. The $285,000 earnest p
- $285,000 — sted of $2,850,000 payable in cash. The $285,000 earnest payment deposit previously depo
- $175,000 — 8, 2024, the Company paid an additional $175,000 to the Seller for a Discovery RT OPEN O
Filing Documents
- asha20240513_8k.htm (8-K) — 32KB
- ex_672891.htm (EX-99.1) — 15KB
- pic1.jpg (GRAPHIC) — 33KB
- 0001437749-24-016299.txt ( ) — 227KB
- ams-20240507.xsd (EX-101.SCH) — 3KB
- ams-20240507_def.xml (EX-101.DEF) — 11KB
- ams-20240507_lab.xml (EX-101.LAB) — 15KB
- ams-20240507_pre.xml (EX-101.PRE) — 11KB
- asha20240513_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On May 7, 2024, American Shared Hospital Services (the "Company") entered into a Fourth Amendment to Investment Agreement (the "Fourth Amendment") with GenesisCare USA, Inc. (the "Seller") and GenesisCare USA Holdings, Inc. ("Holdings"), amending that certain Investment Purchase Agreement dated November 10, 2023 by and among the Company, Seller and Holdings (the "IPA"). The Fourth Amendment modifies the IPA to provide for certain assets and payor contracts to be transferred to Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, (collectively, the "Target Companies") prior to the closing of the transaction contemplated by the IPA (the "Transaction"), rather than such assets and payor contracts being transferred to the Company. Following the closing, the Company will own 60% of the equity interests in each of the Target Companies. The foregoing summary of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission ("SEC") for the fiscal quarter ending March 31, 2024, and is incorporated herein by reference.
01. Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets On May 7, 2024, the Company completed is acquisition of 60% of the equity interests in each of the Target Companies, [together with the assignment of certain payor contacts], from Seller pursuant to the IPA entered between the Company, Seller and Holdings and previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 16, 2023, and in subsequent reports filed by the Company with the SEC. The purchase price for the Transaction consisted of $2,850,000 payable in cash. The $285,000 earnest payment deposit previously deposited with a third party escrow agent by the Company was applied to the purchase price at closing. Pursuant to the Second Amendment executed by the Company, Seller and Holdings on April 18, 2024, the Company paid an additional $175,000 to the Seller for a Discovery RT OPEN OC Mid CTM on May 14, 2024. The foregoing summary of the IPA and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the IPA, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 16, 2023, as amended by the First Amendment to Investment Agreement dated March 1, 204, filed as Exhibit 10.33b to the Company's Annual Report on Form 10-K filed on April 1, 2024, and the Second Amendment to Investment Agreement dated April 18, 2024, the Third Amendment to Investment Agreement dated April 24, 2024, and the Fourth Amendment to Investment Agreement dated May 7, 2024, each of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q to be filed with the SEC for the fiscal quarter ending March 31, 2024, and are incorporated herein by reference.
01. Other Events
Item 8.01. Other Events. On May 9, 2024, the Company issued a press release announcing the closing of the Transaction. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Financial statements of businesses acquired and pro forma financial information
Financial statements of businesses acquired and pro forma financial information. Pursuant to Item 9.01(a)(3) and (b)(2), no financial statements or pro forma financial information is being filed with this Current Report. To the extent that financial statements and pro forma financial information are determined to be required by this Item, the Company plans to file the financial statements and pro forma financial information in an amendment to this Current Report or together with another report we file with the SEC. (d) Exhibits. Exhibit No. Description Exhibit 99.1 Press Release dated May 9, 2024. 104 Cover page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: May 13, 2024 /s/ Raymond C. Stachowiak By: Raymond C. Stachowiak Title: Executive Chairman of the Board and Chief Executive Officer