Assure : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 24, 2024, the Board of Directors (the "Board") of Assure Holdings Corp. (the "Company") upon the recommendation of the Audit Committee of the Board and after considering the recommendations of management, concluded that the Company's previously released unaudited financial statements for the quarterly period March 31, 2023, as filed in the Company's quarterly report on Form 10-Q as filed with the Securities and Exchange Commision (the "SEC") on May 15, 2023, for the quarterly period June 30, 2023, as filed in the Company's quarterly report on Form 10-Q as filed with the SEC on August 14, 2023, and for the quarterly period ended September 30, 2023, as filed in the Company's quarterly report on Form 10-Q as filed with the SEC on December 22, 2023 (together, the "Non-Reliance Periods") should no longer be relied upon.

In connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2023, management concluded the following:

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As of January 1, 2023, the Company recognized a deferred tax liability related to book to tax timing differences associated with the accretion expense originated from the fair value calculation of the Company's convertible notes. The recorded deferred tax liability was an error which was reversed as of and for the three months ended March 31, 2023, as of and for the three and six months ended June 30, 2023 and as of and for the three and nine months ended September 30, 2023.

·

During the second quarter of 2023, stock-based compensation benefit was not recorded related to forfeited stock options. In correction of the error in 2023, the Company recorded a stock-based compensation benefit of $144 thousand related to the forfeiture on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2023 and the nine months ended September 30, 2023.

·

During the second quarter of 2023, the Company settled a dispute with a commercial insurance payor for $381 thousand less than the amount previously accrued as of June 30, 2023. The error is related to an overstatement of accounts receivable and overstatement of revenue due to pricing concession adjustments related to estimated settlement.

The Board concluded that it is appropriate to correct the above errors in accounting in the Company's financial statements for the Non-Reliance Periods included in the associated quarterly reports on Forms 10-Q for the Non-Reliance Periods, by restating such unaudited financial information because the errors in the financial statements are material to the financial statements for the Non-Reliance Periods. The Company will disclose in its upcoming Annual Report on Form 10-K for the year ended December 31, 2023, the restated financial statements for the Non-Reliance Periods. As a result, the unaudited financial statements for the Non-Reliance Periods should no longer be relied on. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company's financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon.

The Company has determined the exact amount and full effect of the error in the financial statements for the Non-Reliance Periods. The error does not change the cash position of the Company at the end of the Non-Reliance Periods.

The Company previously reported that the Company's internal control over financial reporting were ineffective due to a material weakness related to inadequate controls over the review of the accounting for complex transactions and financial reporting. Management has assessed the effect of these restatements on the Company's internal control over financial reporting and its disclosure controls and procedures. The Company expects to continue to report this at least this same material weakness as a result of its analysis of the cause of these restatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that the Company's disclosure controls and procedures and internal control over financial reporting are effective. As a result of the material weakness or material weaknesses, the Company believes that its internal control over financial reporting was not effective, and its disclosure controls and procedures were not effective for the Non-Reliance Periods.