U.S. NeuroSurgical Holdings Enters Material Definitive Agreement

TL;DR

**US NeuroSurgical signed a big deal, but we don't know what it is yet.**

AI Summary

U.S. NeuroSurgical Holdings, Inc. filed an 8-K on January 18, 2024, reporting an "Entry into a Material Definitive Agreement" that occurred on January 16, 2024. While the filing indicates a significant agreement, it does not disclose the specific details, parties, or financial terms of this agreement. This lack of detail means investors are currently in the dark about the nature and potential impact of this material event, making it difficult to assess its implications for the company's future performance or stock value.

Why It Matters

This filing signals a potentially significant change or development for U.S. NeuroSurgical Holdings, Inc., but without details, investors cannot evaluate its financial impact or strategic implications.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement without providing any details, creating uncertainty and potential for significant, undisclosed impact on the company.

Analyst Insight

Investors should monitor future filings from U.S. NeuroSurgical Holdings, Inc. for specific details about this material definitive agreement to understand its potential impact before making investment decisions.

Key Players & Entities

• U.S. NeuroSurgical Holdings, Inc. (company) — the registrant filing the 8-K
• January 16, 2024 (date) — date of the earliest event reported (entry into material definitive agreement)
• January 18, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $1,000,000 — ock for gross proceeds of not less than $1,000,000 and up to $2,000,000 at a price per sha
• $2,000,000 — s of not less than $1,000,000 and up to $2,000,000 at a price per share of $0.50 per share
• $0.50 — p to $2,000,000 at a price per share of $0.50 per share ("Private Placement"). With t

Filing Documents

• ef20018998_8k.htm (8-K) — 28KB
• ef20018998_ex2-1.htm (EX-2.1) — 58KB
• 0001140361-24-002644.txt ( ) — 224KB
• usnu-20240116.xsd (EX-101.SCH) — 4KB
• usnu-20240116_lab.xml (EX-101.LAB) — 20KB
• usnu-20240116_pre.xml (EX-101.PRE) — 14KB
• ef20018998_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 16, 2024, U.S. NeuroSurgical Holdings, Inc. ("USNU" or the "Company"), held an initial closing (the "Initial Closing") of a private placement of shares of the Company's common stock for gross proceeds of not less than $1,000,000 and up to $2,000,000 at a price per share of $0.50 per share ("Private Placement"). With the Initial Closing, the Company raised proceeds of $1,000,000 and expects a second closing to occur upon receipt of an additional subscriptions acceptable to the Company in the amount of up to $1,000,000. For this sale of securities in connection with Private Placement, no general solicitation was used, no commissions were paid, all participants in the private placement were accredited investors, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. The Company will file a Form D within 15 days of the first date of sale. The Company anticipates that the Private Placement will be completed within a month from date of commencement. The Company presently intends to use substantially all the net proceeds from the Private Placement to develop the business of Elite Health Plans, Inc. ("Elite Health"), a wholly-owned subsidiary of the Company, and administrative activities to support such activities. Elite Health is a company with a limited operating history. It was formed in 2017 with the purpose of establishing a managed care organization that will operate as a Medicare Advantage plan for seniors. It is expected that Elite Health will operate in Neveda and then California, with the objective of addressing the growing number of Medicare eligible seniors in those markets. This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any sec

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1 Form of Subscription Agreement dated January 16, 2024 between U.S. NeuroSurgical Holdings, Inc. and certain Subscribers 2

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. Date: January 16, 2024 U.S. NeuroSurgical Holdings, Inc. By: /s/ Alan Gold Name: Alan Gold Title: President 3

View Full Filing

View this 8-K filing on SEC EDGAR