American Shared Hospital Services Files 8-K

TL;DR

ASHS filed an 8-K detailing new financial obligations and executive changes.

AI Summary

On December 17, 2024, American Shared Hospital Services entered into a Material Definitive Agreement, which also created a Direct Financial Obligation. The filing also notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. The company is incorporated in California and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations and changes in leadership, which could impact the company's operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, alongside changes in directorship and officer appointments, which can introduce uncertainty.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• AMERICAN SHARED HOSPITAL SERVICES (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported
• California (jurisdiction) — State of Incorporation
• 1-08789 (company_id) — Commission File Number
• 94-2918118 (company_id) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $7.0 million — an in the aggregate principal amount of $7.0 million (the "Second Supplemental Term Loan").
• $5,000,000 — ring that the Company maintain at least $5,000,000 of unrestricted cash and modifying the
• $10,000 — ble to earn a cash performance bonus of $10,000. Following the Transition Period, the T
• $9,230.77 — benefits: (i) a bi-weekly gross sum of $9,230.77 payable on normal payroll dates, subjec
• $275,000 — h will receive an annual base salary of $275,000. Mr. Frech may be entitled to receive a
• $30,000 — eive a "sign-on" bonus of approximately $30,000 upon the occurrence of certain factors.

Filing Documents

• asha20241223_8k.htm (8-K) — 42KB
• ex_760351.htm (EX-10.1) — 742KB
• ex_760352.htm (EX-10.2) — 45KB
• ex_760353.htm (EX-10.3) — 39KB
• ex_760354.htm (EX-99.1) — 12KB
• ashslogo.jpg (GRAPHIC) — 3KB
• 0001437749-24-038303.txt ( ) — 1187KB
• ams-20241217.xsd (EX-101.SCH) — 3KB
• ams-20241217_def.xml (EX-101.DEF) — 11KB
• ams-20241217_lab.xml (EX-101.LAB) — 15KB
• ams-20241217_pre.xml (EX-101.PRE) — 11KB
• asha20241223_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024 (the "Second Amendment Effective Date"), American Shared Hospital Services (the "Company"), along with certain of its domestic subsidiaries, entered into a Second Amendment to Credit Agreement (the "Second Amendment") with Fifth Third Bank, National Association (the "Lender"), amending that certain Credit Agreement dated April 9, 2021 by and among the Company, certain of its domestic subsidiaries and the Lender, as amended by the First Amendment to Credit Agreement dated January 25, 2024 (the "Credit Agreement"). The Second Amendment added a new term loan in the aggregate principal amount of $7.0 million (the "Second Supplemental Term Loan"). The proceeds of the Second Supplemental Term Loan were advanced in a single borrowing, funded on the Second Amendment Effective Date, and will be used for financing related to the Company's acquisition of sixty percent of the membership interests of Southern New England Regional Cancer Center, LLC, a Rhode Island limited liability company, and Roger Williams Radiation Therapy, LLC, a Rhode Island limited liability company, which were acquired by the Company on May 7, 2024, and other related transaction costs and capital expenditures. The Second Supplemental Term Loan will mature on December 18, 2029 (the "Maturity Date'). Interest on the Second Supplemental Term Loan is payable monthly during the initial twelve month period following the Second Amendment Effective Date. Following such twelve month period, the Company is required to make equal monthly payments of principal and interest that would fully amortize the amount outstanding under the Second Supplemental Term Loan on a straight-line basis over a period of seven years. All unpaid principal of the Second Supplemental Term Loan and accrued and unpaid interest thereon is due and payable in full on the Maturity Date. There are no prepayment fees associated with the Second Supplemental Term Loan. T

01. Other Events

Item 8.01. Other Events. On December 17, 2024, the Company issued a press release announcing its receipt of a Certificate of Need to acquire the technology necessary to construct and operate a freestanding proton beam radiation treatment system in Johnston, Rhode Island. A copy of the press release is attached hereto as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 10.1 Second Amendment to Credit Agreement dated as of December 18, 2024 by and among American Shared Hospital Services, PBRT Orlando, LLC, and GK Financing, LLC as co-borrowers, American Shared Radiosurgery Services as a loan party, and Fifth Third Bank, National Association, as Lender. Exhibit 10.2 Transition and Severance Agreement between the Company and Robert Hiatt, dated December 19, 2024. Exhibit 10.3 Offer Letter from the Company to Mr. Scott Frech, dated December 19, 2024. Exhibit 99.1 Press Release dated December 17, 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: December 23, 2024 By: /s/ Raymond C. Stachowiak Raymond C. Stachowiak Executive Chairman of the Board and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR