DEF 14A 1 tm2132137d1_def14a.htm DEF 14A

SCHEDULE 14A

(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ______)

Filed by the Registrant x
Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

ASSURE HOLDINGS CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

ASSURE HOLDINGS CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To all Stockholders of Assure Holdings Corp.:

You are invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Assure Holdings Corp. (the “Company”). The Annual Meeting will be held virtually on Thursday, December 9, 2021, at 10:00 AM Mountain Standard Time (“MST”). The purposes of the meeting are:

To elect nominees to the Company’s Board of Directors (the “Board”), to hold office for a one-year term and until their respective successors are elected and qualified;

To ratify the appointment of Baker Tilly US, LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;

To conduct an advisory vote on the compensation of our named executive officers;

To conduct an advisory vote on the frequency of conducting future advisory votes on the compensation of our named executive officers;

To approve the Company’s new stock incentive plan (the “2021 Stock Incentive Plan”) as recommended by the Board and Compensation Committee;

To approve the Company’s new employee stock purchase plan (the “2021 Employee Stock Purchase Plan”) as recommended by the Board and Compensation Committee;

To approve amendments to the Company’s stock option plan, last amended on December 10, 2020 (the “Amended 2020 Stock Option Plan”);

To approve amendments to the Company’s equity incentive plan (the “2020 Equity Incentive Plan”); and

To conduct any other business that may properly come before the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR, “FOR” THE RATIFICATION OF APPOINTMENT OF THE COMPANY’S AUDITOR, THE ADVISORY VOTE ON EXECUTIVE COMPENSATION, THE APPROVAL OF THE 2021 STOCK INCENTIVE PLAN, THE APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN, THE APPROVAL OF THE AMENDMENTS TO THE AMENDED 2020 STOCK OPTION PLAN AND THE APPROVAL OF AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN AND “3 YEARS” FOR THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.

The Board of Directors has fixed October 19, 2021 as the record date for the Annual Meeting. Only stockholders of the Company of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders as of October 19, 2021 will be available at the Annual Meeting for inspection by any stockholder. Stockholders will need to register online as provided below to attend and vote at the Annual Meeting. Each share of our common stock is entitled to one vote for each nominee for election to the Board and one vote on each of the other matters before the stockholders. Cumulative voting for the nominees to the Board is not permitted. If your shares of common stock are not registered in your name, you will need to obtain a proxy from the broker, bank or other institution that holds your shares of common stock in order to register to attend and vote at the Annual Meeting. You should ask the broker, bank or other institution that holds your shares to provide you with a proxy to vote your shares of common stock at the Annual Meeting.

Management, on behalf of the board of directors of the Company, will submit the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 (the “Financial Statements”) to the stockholders at the Annual Meeting, but no vote by the stockholders with respect thereto is required or proposed to be taken in respect of the Financial Statements. The Financial Statements are included in the Company’s Annual Report on Form 10-K which accompanies this notice. The Financial Statements placed before stockholders are also available under the Company’s profile on EDGAR and SEDAR. Copies of the Financial Statements may also be obtained by contacting Scott Kozak, Director of Investor and Media Relations at Scott.Kozak@assureiom.com.

IMPORTANT – VIRTUAL MEETING

After taking into account the current state of the COVID-19 pandemic and the costs to the Company of holding an in-person meeting that may need to be moved or postponed due to changing public health requirements, the Company has elected to hold the Annual Meeting in an entirely virtual format, via live audio webcast, allowing stockholders to attend, participate and vote at the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm. This serves to proactively protect the health and wellbeing of the Company’s stockholders, management, directors and service partners, while permitting and encouraging stockholder participation at the Annual Meeting. Stockholders wishing to attend the Annual Meeting are encouraged to do so by registering prior to the commencement of the Annual Meeting then joining the Annual Meeting. Registered stockholders may register using your control number as indicated on the proxy form you received. If you are a registered stockholder, by entering your control number to join the Annual Meeting and agreeing to the terms and conditions, you will revoke all proxies previously given in connection with the Annual Meeting and you will have the opportunity to vote on the matters to be acted upon at the Annual Meeting by means of an online ballot. If you do not wish to revoke a proxy already given, do not accept the stated terms and conditions, in which case you may join the Annual Meeting as a “guest”, but you will not be able to vote or ask questions at the Annual Meeting. Computershare Trust Company of Canada will provide duly appointed proxyholders with a control number by e-mail after the proxy voting deadline has passed. Only registered stockholders and duly appointed proxyholders will be able to attend, participate and vote at the Annual Meeting. See the accompanying Proxy Statement for the 2021 Annual Meeting of Stockholders for a more complete statement on attending the Annual Meeting in virtual format, under the heading “Virtual Meeting”.

Your vote is important. You are requested to carefully read the accompanying Proxy Statement for the 2021 Annual Meeting of Stockholders for a more complete statement of matters to be considered at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please sign and return the enclosed proxy card or vote your proxy online pursuant to the instructions thereon, promptly. If you decide to attend the Annual Meeting, you may, if you wish, revoke the proxy and vote your shares of common stock using the online ballot during the Annual Meeting. Additional details concerning the matters to be put before the Annual Meeting are set forth in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2020, which accompany this notice.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH NOMINEE TO THE BOARD, “FOR” THE RATIFICATION OF APPOINTMENT OF THE COMPANY’S AUDITOR, THE ADVISORY VOTE ON EXECUTIVE COMPENSATION, THE APPROVAL OF THE 2021 STOCK INCENTIVE PLAN, THE APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN, THE APPROVAL OF THE AMENDED 2020 STOCK OPTION PLAN AND THE APPROVAL OF THE 2020 EQUITY INCENTIVE PLAN AND “3 YEARS” FOR THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.

By Order of the Board of Directors,

ASSURE HOLDINGS CORP.

/s/ John Farlinger

Executive Chairperson of the Board of Directors and Chief Executive Officer
November 9, 2021

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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	2
TABLE OF CONTENTS	5
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS	6
VIRTUAL MEETING	7
QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING	8
PROPOSAL 1 — ELECTION OF DIRECTORS	18
INFORMATION ON THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS	19
CORPORATE GOVERNANCE	22
BOARD COMMITTEES	26
DIRECTOR COMPENSATION	31
OTHER GOVERNANCE MATTERS	32
EXECUTIVE COMPENSATION	32
EQUITY COMPENSATION PLANS	42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	60
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	63
PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	65
PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	66
PROPOSAL 5 — APPROVAL OF THE 2021 STOCK INCENTIVE PLAN	68
PROPOSAL 6 — APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN	71
PROPOSAL 7 — APPROVAL OF THE AMENDMENTS TO THE AMENDED 2020 STOCK OPTION PLAN	73
PROPOSAL 8 — APPROVAL OF THE AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN	76
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	80
OTHER MATTERS	84
APPENDICES	84
APPENDIX A – FORM OF PROXY CARD	A-1
APPENDIX B – 2021 STOCK INCENTIVE PLAN	B-1
APPENDIX C – 2021 EMPLOYEE STOCK PURCHASE PLAN	C-1
APPENDIX D – AMENDED 2020 STOCK OPTION PLAN	D-1
APPENDIX E – 2020 EQUITY INCENTIVE PLAN	E-1

ASSURE HOLDINGS CORP.
4600 SOUTH ULSTER STREET, SUITE 1225
DENVER • COLORADO • USA • 80237

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 9, 2021

Unless the context requires otherwise, references in this Proxy Statement to “Assure Holdings”, “Assure”, the “Company”, “we”, “us” or “our” refer to Assure Holdings Corp..

The Annual Meeting of Stockholders of Assure Holdings (the “Annual Meeting”) will be held virtually pursuant to the instructions set forth below under the heading “Virtual Meeting”, on Thursday, December 9, 2021, at 10:00 AM Mountain Standard Time (“MST”).

We are providing the enclosed proxy materials and form of proxy (the “Proxy Statement”) in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies for this Annual Meeting. The Company anticipates that this Proxy Statement and the form of proxy will be mailed to holders of the Company’s shares of common stock (the Company’s shares of common stock will be referred to as “shares” and the whole class of common stock referred to as the “common stock”) on or about November 9, 2021.

You are invited to attend the Annual Meeting at the above stated time and location. If you plan to attend and your shares are held in “street name” – in an account with a bank, broker or other nominee – you must obtain a proxy issued in your name from such broker, bank or other nominee. Please bring that documentation to the Annual Meeting.

You can vote your shares by completing and returning the proxy card or, if you hold shares in “street name,” by completing the voting form provided by the broker, bank or other nominee.

A returned signed proxy card without an indication of how shares should be voted will be voted “FOR” the election of each of the nominees for director, “FOR” the ratification of appointment of the company’s auditor, the advisory vote on executive compensation, the approval of the 2021 stock incentive plan, the approval of the 2021 employee stock purchase plan, the approval of the amendments to the amended 2020 stock option plan and the approval of amendments to the 2020 equity incentive plan and “3 YEARS” for the frequency of advisory votes on executive compensation.

Our corporate bylaws define a quorum as 33-1/3% of the common stock entitled to vote at any meeting of stockholders. The Company’s Articles of Incorporation do not allow cumulative voting for directors. The nominees who receive the most votes will be elected. The affirmative vote of a majority of the shares cast on the proposal by stockholders present at the Annual Meeting, whether in person or by proxy, and entitled to vote thereon is required to approve ratification of the appointment of the Company’s independent registered public accounting firm, the advisory vote on the compensation of our executive officers, adoption of the 2021 stock incentive plan, adoption of the 2021 employee stock purchase plan, the amendment of the 2020 stock option plan and the amendment of the 2020 equity incentive plan. The option of three years, two years or one year that receives the highest number of votes cast by stockholders on the proposal will be the frequency for the advisory vote on the compensation of our named executive officers that has been approved by stockholders. Additionally, the approval of each of the 2021 Stock Incentive Plan, the 2021 Employee Stock Purchase Plan, the amendments to the Amended 2020 Stock Option Plan and the amendments to the 2020 Equity Incentive Plan requires the approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSX Venture Exchange (the “TSXV”).

VIRTUAL MEETING

Registered stockholders: Your control number is indicated on the proxy form or in the e-mail you received. If you are a registered stockholder, by entering your control number to join the Annual Meeting and agreeing to the terms and conditions, you will revoke all proxies previously given in connection with the Annual Meeting and you will have the opportunity to vote on the matters to be acted upon at the Annual Meeting by means of an online ballot. If you do not wish to revoke a proxy already given, do not accept the stated terms and conditions, in which case you may join the Annual Meeting as a “guest”, but you will not be able to vote or ask questions at the Annual Meeting.

Duly appointed proxyholders: Our transfer agent, Computershare Trust Company of Canada (“Computershare”), will provide the proxyholder with a control number by e-mail after the proxy voting deadline has passed.

Non-registered stockholders: You will need to appoint yourself as proxyholder pursuant to the instructions provided on your voting information form or proxy card provided to you by your brokerage firm, bank, trust company or other nominee and register as a duly appointed proxyholder.

Only registered stockholders and duly appointed proxyholders will be able to attend, participate and vote at the Annual Meeting. Non-registered stockholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Annual Meeting but will be able to participate as a “guest “. Stockholders who wish to appoint a third-party proxyholder to represent them at the Annual Meeting (including non-registered stockholders who wish to appoint themselves as proxyholders to attend, participate and vote at the Annual Meeting) MUST submit their duly completed form of proxy or voting instruction form AND register their proxyholder. If you are attending the Annual Meeting and are eligible to vote at the Annual Meeting, it is important that you are connected to the internet at all times during the Annual Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Annual Meeting. You should allow ample time to check into the Annual Meeting online and complete the related procedure.

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING

Why am I receiving this Proxy Statement and proxy card?

You are receiving this Proxy Statement and the accompanying Annual Report to Stockholders and proxy card because you were a stockholder of record at the close of business on October 19, 2021 and are entitled to vote at the Annual Meeting. This Proxy Statement describes issues on which the Company would like you, as a stockholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Annual Meeting to vote your shares.

When you sign the proxy card, you appoint John Farlinger, Chief Executive Officer and Executive Chairman of the Board of the Company, and John Price, Chief Financial Officer and Corporate Secretary of the Company, as your representatives at the Annual Meeting. As your representatives, they will vote your shares at the Annual Meeting (or any adjournments or postponements) in accordance with your instructions on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to complete, sign and return your proxy card or vote your proxy card online pursuant to the instructions thereon in advance of the Annual Meeting just in case you change your plans.

If an issue comes up for vote at the Annual Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, your representatives will vote your shares, under your proxy, in their discretion, subject to any limitations imposed by law.

When is the record date?

The Board has fixed October 19, 2021 as the record date for the Annual Meeting. Only holders of shares of the Company’s common stock as of the close of business on that date will be entitled to vote at the Annual Meeting.

How many shares are outstanding?

As of October 19, 2021, the Company had 11,839,304 shares of common stock issued and outstanding. The Company’s common stock is the only outstanding voting security of the Company.

What am I voting on?

You are being asked to vote on the following:

the election of the nominees to the Company’s Board to serve until the Company’s 2022 annual meeting of stockholders or until successors are duly elected and qualified;

the ratification of the appointment of Baker Tilly US, LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;

the advisory vote on the compensation for our named executive officers;

the advisory vote on the frequency of conducting future advisory votes on executive compensation;

the approval of the Company’s new stock incentive plan (the “2021 Stock Incentive Plan”);

the approval of the Company’s new employee stock purchase plan; (the “2021 Employee Stock Purchase Plan”);

the approval of amendments to the Company’s stock option plan, last amended on December 10, 2020 (the “Amended 2020 Stock Option Plan”);

the approval of amendments to the Company’s equity incentive plan, adopted on December 10, 2020 (the “2020 Equity Incentive Plan”); and

any other business that may properly come before the Annual Meeting.

How many votes do I get?

Each share of our common stock is entitled to one vote for each nominee for election to the Board and one vote on each of the other matters before the stockholders. No cumulative rights are authorized, and dissenters’ rights are not applicable to any of the matters being voted upon.

The Board recommends a vote “FOR” the election of all nominees, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the advisory vote on the compensation of our named executive officers, “THREE YEARS” for the advisory vote on the frequency of conducting future advisory votes on executive compensation, “FOR” the approval of the 2021 Stock Incentive Plan, “FOR” the approval of the 2021 Employee Stock Purchase Plan, “FOR” the approval of amendments to the Amended 2020 Stock Option Plan and “FOR” the approval of amendments to the 2020 Equity Incentive Plan, as disclosed in this Proxy Statement.

How do I vote?

You have several voting options. You may vote by:

by using the 15 digit control number located at the bottom of your proxy at the following website: www.investorvote.com;

by mailing it or delivering it by hand in the appropriate enclosed return envelope addressed to Computershare to be received by 10 a.m. Mountain time, on December 7, 2021, or no later than 48 hours (excluding weekends and holidays) before any adjournment or postponement of the Annual Meeting;

by calling Computershare at 1-866-732-VOTE (8683) (toll free in North America) or 312-588-4290 (international), by 10 a.m. Mountain time, on December 7, 2021 or no later than 48 hours (excluding weekends and holidays) before any adjournment or postponement of the Annual Meeting; or

attending the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm and voting through the online ballot.

Are you a non-registered holder?

The information set out in this section is important to many stockholders as a substantial number of stockholders do not hold their shares in their own name. Only registered stockholders or duly appointed proxyholders for registered stockholders are permitted to vote at the virtual Annual Meeting. Most of the stockholders are “non-registered” stockholders (each a “Non-Registered Holder”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.

More particularly, a person is a Non-Registered Holder in respect of shares which are held on behalf of that person but which are registered either (a) in the name of an intermediary (the “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans), or (b) in the name of a clearing agency (such as, in the United States, shares registered in the name of “Cede & Co.”, the registration name of The Depository Trust Company (“DTC”), or in Canada, shares registered in the name of “CDS & Co.”, the registration name of The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. As noted below, in accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) of the Canadian Securities Administrators and Regulation 14A under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will be mailing copies of the Notice of Annual Meeting, this Proxy Statement, its 2020 Annual Report on Form 10-K and the form of proxy/voting instruction form (collectively, the “Annual Meeting Materials”) directly to certain non-objecting Non-Registered Holders, as provided below, and in certain instances has distributed the Annual Meeting Materials to the clearing agencies and Intermediaries for onward distribution to objecting Non-Registered Holders, as provided below.

Intermediaries are required to forward the Annual Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Annual Meeting Materials to Non-Registered Holders. Generally, if you are a Non-Registered Holder and you have not waived the right to receive the Annual Meeting Materials you will either:

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted to the number of shares beneficially owned by you, but which is otherwise not complete. Because the Intermediary has already signed the proxy, this proxy is not required to be signed by you when submitting it. In this case, if you wish to submit a proxy you should otherwise properly complete the executed proxy provided and deposit it with Computershare, as provided above; or

(b)

more typically, a Non-Registered Holder will be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy”, “proxy authorization form” or “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page printed form, the voting instruction form will consist of a regular printed proxy accompanied by a page of instructions that contains a removable label containing a bar-code and other information. In order for the proxy to validly constitute a voting instruction form, the Non-Registered Holder must remove the label from the instructions and affix it to the proxy, properly complete and sign the proxy and return it to the Intermediary or its service company (not the Company or Computershare) in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares that they beneficially own. If you are a Non-Registered Holder and you wish to vote at the Annual Meeting as proxyholder for the shares owned by you, you should strike out the names of the designated proxyholders named in the proxy authorization form or voting instruction form and insert your name in the blank space provided. In either case, you should carefully follow the instructions of your Intermediary, including when and where the proxy, proxy authorization or voting instruction form is to be delivered.

The Annual Meeting Materials are being made available to both registered stockholders and Non-Registered Holders. The Company is sending Annual Meeting Materials directly to Non-Registered Holders who have not objected to the Intermediary through which their shares are held disclosing ownership information about themselves to the Company (“NOBO’s”) under Regulation 14A of the Exchange Act. If you are a NOBO, and the Company or its agent has sent you either the Annual Meeting Materials or a notice of the availability of the Annual Meeting Materials, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary on your behalf. If you are a Non-Registered Holder who has objected to the Intermediary through which your shares are held disclosing ownership information about you to the Company (an “OBO”), your Intermediary will be forwarding you the Annual Meeting Materials in accordance with the requirements of Regulation 14A and the Company will be covering the cost of such mailings.

Can stockholders vote at the virtual Annual Meeting?

Registered stockholders and appointed proxyholders will be given a control number in order to register and vote online at the virtual Annual Meeting. Stockholders who wish to appoint a third-party proxyholder to attend the virtual Annual Meeting and submit their votes online during the Annual Meeting must submit their proxy or voting instruction form (as applicable) appointing such third-party proxyholder and register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a 15- digit control number from Computershare, and therefore not being able to vote online during the virtual Meeting.

Step 1 – Submit your proxy or voting instruction form: To appoint a third-party proxyholder (including, to appoint yourself), insert the person’s name in the blank space provided in the proxy or voting instruction form and follow the instructions for submitting the proxy or voting instruction form. This step must be completed prior to registering your third-party proxyholder, which is an additional step to be completed once you have submitted your proxy or voting instruction form. If you are a non-registered stockholder located in the United States, you must also provide Computershare with a duly completed legal proxy if you wish to attend, participate or vote at the Annual Meeting or, if permitted, appoint a third-party as your proxyholder.

Step 2 – Register your third party proxyholder: To register a third-party proxyholder, shareholders must visit http://www.computershare.com/Assure before 10:00 am Mountain Standard Time (MST) on Tuesday, December 7th, 2021 and provide Computershare with the required proxyholder contact information, so that Computershare may provide your third party proxyholder with a 15-digit control number via email.

If you are a non-registered shareholder and wish to vote your shares online during the virtual Annual Meeting, you will have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary AND register yourself as your proxyholder. By doing so, you are instructing your Intermediary to appoint you as proxyholder. If you are a non-registered shareholder located in the United States and wish to vote your shares online during the virtual Annual Meeting or appoint a third party proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your Intermediary then register with Computershare in advance of the Annual Meeting. After obtaining a valid legal proxy from your Intermediary, you must submit your registration request by sending your legal proxy to Computershare by email to USlegalproxy@computershare.com. All registration requests sent to Computershare must be labelled as “Legal Proxy” and must be received by Computershare by no later than 10:00 am Mountain Standard Time (MST) on Tuesday, December 7th, 2021. Computershare will send a confirmation of your registration by email after they have received the required registration materials.

What if I share an address with another stockholder and we received only one copy of the Annual Meeting Materials?

If certain requirements are met under relevant U.S. securities law, including in some circumstances the stockholders’ prior written consent, we are permitted to deliver one Annual Report too Stockholders and one Proxy Statement to a group of stockholders who share the same address. If you share an address with another stockholder and have received only one copy of the Annual Meeting Materials, but desire another copy, please send a written request to our offices at the address below or call us at 720-287-3093 to request another copy of the materials. Please note that each stockholder should receive a separate proxy card to vote the shares they own.

Send requests to:

Assure Holdings Corp.
4600 South Ulster Street, Suite 1225

Denver, Colorado, USA 80237
Attention: John Price, Chief Financial Officer and Corporate Secretary

Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

What if I change my mind after I return my proxy card?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

going online and completing a new proxy at www.investorvote.com;

signing another proxy with a later date and mailing it to the attention of: Computershare, at 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, so long as it is received prior to 10 a.m. Mountain Time on December 7, 2021;

signing and delivering a written notice of revocation (in the same manner as a proxy is required to be executed as set out in the notes to the proxy card) to the Company’s Secretary, John Price, at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237 prior to 10:00 a.m. MST on December 7, 2021 or with the Chair of the Annual Meeting on the day of the Annual Meeting prior to the commencement of the Annual Meeting; or

attending the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm and voting through the online ballot.

Beneficial stockholders should refer to the instructions received from their broker, bank or intermediary or the registered holder of the shares if they wish to change their vote.

How many votes do you need to hold the meeting?

To conduct the Annual Meeting, the Company must have a quorum, which means 33-1/3% of the common stock entitled to vote at any meeting of stockholders. The common stock is the only outstanding voting stock of the Company. Based on 11,839,304 shares outstanding as of the record date of October 19, 2021, 3,946,435 shares must be present in person or by proxy for the quorum to be reached. Your shares will be counted as present at the Annual Meeting if you:

submit a properly executed proxy card (even if you do not provide voting instructions); or

attending the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm and voting through the online ballot.

What if I abstain from voting?

Abstentions with respect to a proposal are counted for the purposes of establishing a quorum but are not counted as votes “cast” on the proposal. Since the Company’s bylaws state that matters presented at a meeting of the stockholders must be approved by the majority of the votes cast on the matter, a properly executed proxy card marked “ABSTAIN” with respect to a proposal will not be considered a vote “cast” and will have no effect on the outcome of the proposal.

What effect does a broker non-vote have?

Brokers and other Intermediaries holding shares for Non-Registered Holders are generally required to vote the shares in the manner directed by the Non-Registered Holders. If the Non-Registered Holders do not give any direction, brokers may vote the shares on routine matters. The ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year of 2021 is considered a routine matter, and brokers will be permitted to vote shares held for the Non-Registered Holders on this matter without direction from the Non-Registered Holders. However, brokers are not permitted to vote shares held for the Non-Registered Holders in relation to non-routine matters, which are the proposals on the uncontested election of directors, the advisory vote on executive compensation, the advisory vote on frequency of future advisory votes on executive compensation, the approval of the 2021 Stock Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan, the approval of the amendments to the Amended 2020 Stock Option Plan and the approval of the amendments to the 2020 Equity Incentive Plan.

The absence of a vote on a non-routine matter is referred to as a broker non-vote. Broker non-votes are considered present at the Annual Meeting for quorum requirements but are not considered votes “cast” on non-routine matters. Any shares represented at the Annual Meeting but not “cast” as a result of a broker non-vote will have no impact in the election of directors, except to the extent that the failure to vote for an individual results in another individual receiving a larger proportion of votes cast for the election of directors. Likewise, any shares represented at the Annual Meeting but not “cast” as a result of a broker non-vote will have no impact on the advisory vote for the compensation of our named executive officers, the advisory vote on the frequency of future advisory votes on executive compensation, the approval of the 2021 Stock Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan, the approval of amendments to the Amended 2020 Stock Option Plan and approval of amendments to the 2020 Equity Incentive Plan.

How many votes are needed to elect directors?

The nominees for election as directors at the Annual Meeting will be elected by a plurality of the votes cast at the Annual Meeting by stockholders, in person or by proxy. As there are six directors on the Board, this means that the six nominees receiving the highest number of affirmative votes cast by stockholders at the Annual Meeting will be elected to the Board. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes “cast” and will have no impact on the outcome of the election of directors.

How many votes are needed to ratify the appointment of the independent registered public accountant Baker Tilly US, LLC?

The appointment of the independent registered public accountant Baker Tilly US, LLC will be ratified by an affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon. The ratification of auditors is “routine” and as such a matter on which brokers and nominees can vote on behalf of their clients, if clients do not furnish voting instructions. A properly executed proxy card marked “ABSTAIN” with respect to this proposal will not have an effect on the outcome of this proposal.

How many votes are needed to approve the advisory vote on the compensation of our named executive officers?

The advisory vote on the compensation of our named executive officers will be approved upon receiving the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting by stockholders present at the Meeting, in person or by proxy, and entitled to vote thereon. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the advisory vote on the frequency of conducting future advisory votes on executive compensation?

The option of three years, two years or one year that receives the highest number of votes cast by stockholders on the proposal will be the frequency for the advisory vote on the compensation of our named executive officers that has been approved by stockholders, and such option will be deemed to be the advisory frequency of our stockholders. Broker non-votes or a properly executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the adoption of the 2021 Stock Incentive Plan?

The 2021 Stock Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV (the “Disinterested Stockholder Approval”). Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the adoption of the 2021 Employee Stock Purchase Plan?

The 2021 Employee Stock Purchase Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the amendments to the Amended 2020 Stock Option Plan?

The amendments to the Amended 2020 Stock Option Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the amendments to the 2020 Equity Incentive Plan?

The amendments to the 2020 Equity Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

Is there any other information that I should take into considerations when reviewing the information in this Proxy Statement?

On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

Will my shares be voted if I do not sign and return my Proxy Card?

If your shares are held through a brokerage account, your brokerage firm, under certain circumstances and subject to certain legal restrictions, may vote your shares, otherwise your shares will not be voted at the meeting. See “What effect does a broker non-vote have?” above for a discussion of the matters on which your brokerage firm may vote your shares. If your shares are registered in your name and you do not sign and return your proxy card, your shares will not be voted at the Annual Meeting.

What happens if I do not indicate how to vote my proxy?

If you just sign your proxy card without providing further instructions, your shares will be “FOR” the election of all nominees, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the advisory vote on the compensation of our named executive officers, “THREE YEARS” for the advisory vote on the frequency of conducting future advisory votes on executive compensation, “FOR” the approval of the 2021 Stock Incentive Plan, “FOR” the approval of the 2021 Employee Stock Purchase Plan, “FOR” the approval of the amendments to the Amended 2020 Stock Option Plan and “FOR” the approval of the amendments to the 2020 Equity Incentive Plan.

Where can I find the voting results of the meeting?

Within four (4) business days of the Annual Meeting, the Company will file a current report on Form 8-K with the United States Securities and Exchange Commission (the “SEC”) announcing the voting results of the Annual Meeting.

Who will pay for the costs of soliciting proxies?

The Company will bear the cost of soliciting proxies. In an effort to have as large a representation at the meeting as possible, the Company’s directors, officers and employees may solicit proxies by telephone or in person in certain circumstances. These individuals will receive no additional compensation for their services other than their regular compensation. Upon request, the Company will reimburse brokers, dealers, banks, voting trustees and their nominees who are holders of record of the Company’s Common Stock on the record date for the reasonable expenses incurred in mailing copies of the Annual Meeting Materials to the beneficial owners of such shares.

Are there any other matters to be handled at the Annual Meeting?

We are not currently aware of any business to be acted upon at the Annual Meeting other than the proposals discussed in this Proxy Statement. The form of proxy accompanying this Proxy Statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting or at any adjournment(s) or postponement(s) of the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, shares of our Common Stock, represented by properly submitted proxies, will be voted by the proxy holders in accordance with their best judgment to the extent permitted by applicable law.

Who can help answer my questions?

You can contact our Corporate Secretary, John Price, at 720-287-3093 or by sending a letter to John Price at the Company’s headquarters at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237 with any questions about the proposals described in this Proxy Statement or how to execute your vote.

When are stockholder proposals due for the 2022 annual meeting of stockholders?

Under the Exchange Act, the deadline for submitting stockholder proposals for inclusion in the proxy statement for an annual meeting of the stockholders is calculated in accordance with Rule 14a-8(e) of Regulation 14A to the Exchange Act. If the proposal is submitted for a regularly scheduled annual meeting, the proposal must be received at the Company’s principal executive offices not less than 120 calendar days before the anniversary date of the Company’s proxy statement released to the stockholders in connection with the previous year’s annual meeting. However, if the Company did not hold an annual meeting the previous year, or if the date of the current year’s annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials. The deadline for submitting stockholder proposals for inclusion in the proxy statement for the next annual meeting of the stockholders will be July 12, 2022. If a stockholder proposal is not submitted to the Company by July 12, 2022, the Company may still grant discretionary proxy authority to vote on a stockholder proposal, if such proposal is received by the Company by October 25, 2022 in accordance with Rule 14a-4(c)(1) of Regulation 14A of the Exchange Act. The Company does currently anticipate that it will be moving its annual meetings of stockholders from December to May or June each year. If the date for the annual meeting in 2022 is moved as expected, the Company will update the stockholders regarding the deadlines set forth above by filing a Current Report on Form 8-K in relation thereto.

Under the Company’s bylaws, stockholders may submit nominees for election to the Board pursuant to the requirements set forth therein. The written notice of such nominations must be provided to the Company’s Corporate Secretary, John Price, at the Company’s headquarters at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237, not less than 30 days prior to the date of the annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10^th day following such public notice date.

How can I obtain a copy of the 2020 Annual Report on Form 10-K?

The Company’s 2020 Annual Report on Form 10-K, including financial statements, accompanies this Proxy Statement and is available through the SEC’s website at www.sec.gov and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) pursuant to Canadian regulatory requirements which can be found on the Company’s SEDAR profile at www.sedar.com.

At the written request of any stockholder who owns shares on the record date, the Company will provide to such stockholder, without charge, a paper copy of the Company’s 2020 Annual Report on Form 10-K as filed with the SEC, including the financial statements, but not including exhibits. If requested, the Company will provide copies of the exhibits for a reasonable fee.

Requests for additional paper copies of the 2020 Annual Report on Form 10-K should be mailed to:

Assure Holdings Corp.
4600 South Ulster Street, Suite 1225

Denver, Colorado, USA 80237
Attention: John Price, Chief Financial Officer and Corporate Secretary

What materials accompany or are attached to this Proxy Statement?

The following materials accompany this Proxy Statement:

Form of proxy card; and

The Company’s 2020 Annual Report on Form 10-K.

How is the Company accommodating stockholders amid the COVID-19 pandemic?

The Company is continuously monitoring the current coronavirus (COVID-19) outbreak. In light of the rapidly evolving situation involving COVID-19, the Company has decided to hold the Annual Meeting virtually. All stockholders of the Company are strongly encouraged to vote prior to the Annual Meeting by any of the means described herein.

The Company reserves the right to take any additional precautionary measures it deems necessary in relation to the Annual Meeting in response to further development in respect of the COVID-19 outbreak that the Company considers necessary or advisable including changing the time or location of the Annual Meeting. Changes to the Annual Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company’s press releases as well as its website at www.assureneuromonitoring.com for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information. The Company does not intend to prepare or mail an amended Proxy Statement in the event of changes to the Annual Meeting format, unless required by law.

Will the Company’s financial statements be presented to the stockholders at the Annual Meeting?

Management, on behalf of the Board, will submit the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 (the “Financial Statements”) to the stockholders at the Annual Meeting, but no vote by the stockholders with respect thereto is required or proposed to be taken in respect of the Financial Statements. The Financial Statements are included in the Company’s 2020 Annual Report on Form 10-K which accompanies this Proxy Statement. The Financial Statements placed before stockholders are also available under the Company’s profile on EDGAR and SEDAR. Copies of the Financial Statements may also be obtained by contacting Scott Kozak, Director of Investor and Media Relations at Scott.Kozak@assureiom.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 9, 2021

The Notice of Annual Meeting of Stockholders, the Proxy Statement for the Annual Meeting, the 2020 Annual Report on Form 10-K and the proxy card are available at www.investorvote.com. Information contained on or connected to the website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the Securities and Exchange Commission.

PROPOSAL 1 — ELECTION OF DIRECTORS

What is the current composition of the Board?

The current Board is composed of six directors. The Company’s current bylaws require number of directors of the Company to be not be less than one (1) nor more than the number as fixed from time to time by resolution of the Board; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.

Is the Board divided into classes? How long is the term?

No, the Board is not divided into classes. All directors serve one-year terms until the next annual meeting of stockholders or until their successors are otherwise duly elected and qualified.

Who is standing for election this year?

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following six, current Board members for election at the 2021 Annual Meeting, to hold office until the 2022 Annual Meeting:

John Farlinger

Preston Parsons

Martin Burian

Christopher Rumana

Steven Summer

John Flood

Each nominee has advised us that they are willing to be named as a nominee and are willing to continue to serve as a director, if elected. Should any one or more of these nominees become unable or unwilling to serve, which is not anticipated, the Board may designate substitute nominees, in which event the proxy representatives will vote proxies that otherwise would be voted for the named nominees for the election of such substitute nominee or nominees.

How are nominees elected?

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.

INFORMATION ON THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to the individuals who are our directors and executive officers.

Name	Age		Position	Term
John Farlinger		62	Executive Chairperson and Chief Executive Officer		Since May 24, 2017
Preston Parsons		41	Director and Founder		Since May 24, 2017
Martin Burian		57	Lead Director		Since May 24, 2017
Christopher Rumana		53	Director		Since December 19, 2018
Steven Summer		71	Director		Since September 19, 2019
John Flood		62	Director		Since April 15, 2021
John Price		52	Chief Financial Officer		Since March 26, 2021
Trent Carman (1)		59	Former Chief Financial Officer		October 22, 2018 to March 26, 2021

(1)

On March 26, 2021, we announced that Trent Carman had retired as our Chief Financial Officer effective March 26, 2021. Mr. Carman agreed to remain as an advisor through December 31, 2021, to assist in the transition of his duties to John Price, who was promoted from Vice-President of Finance to our Chief Financial Officer.

The following is a description of the business background of the current directors, director nominees and executive officers of the Company.

Directors

John Farlinger, Director, Chief Executive Officer and Executive Chairperson: Mr. Farlinger was appointed to Chief Executive Officer and Executive Chairman on August 28, 2019. Prior to his appointment as Chief Executive Officer and Executive Chairman, Mr. Farlinger was appointed as Interim Chief Executive Officer and Executive Chairman on May 15, 2018. Mr. Farlinger held the position of Chairman and CEO of Urban Communications Inc. from July 8, 2014 to June 2018. His past positions also include director and Chair of the Governance and Audit Committee of Freckle Ltd. (TSX-V) from June 2019 to February 2020, Senior Vice-President of Telephone Navigata-Westel from February 2013 to April 2014, and CEO of Titan Communications from 2009 to February 2013. Mr. Farlinger has been a Board member and Audit Committee member for BillDirect.com Technologies Inc. ((TSX-V) since August 2021 and a Board member for Lite Access Technologies, Inc. (TSX-V) since April 2021. He is also an advisor to CareCru Inc., a healthcare start up.

Mr. Farlinger was selected by the Board to serve as the Executive Chairman because he is the Chief Executive Officer of the Company and his prior experience as an Executive Chairman and director of other public companies brings valuable insight to the operation of the Board. Additionally, Mr. Farlinger holds a CPA, CA designation (Canada).

Preston T. Parsons, Director and Founder: Concurrent with the closing of the reverse take-over of Assure Holdings on May 24, 2017, Mr. Parsons became the CEO of the Company. Mr. Parsons resigned as CEO of the Company on May 15, 2018 and under the title “founder”, Mr. Parsons is primarily responsible on working to generate increased revenue by engaging new surgeons to its platform, executing on the company’s multi-state expansion strategy and expanding the Company’s neuromonitoring services. Mr. Parsons is also the founder of QB Medical Inc. and has been its CEO since September 2009.

Mr. Parsons was selected by the Board to serve as a director because he is a founder of the Company and former CEO and brings valuable insight to the Board regarding those operations of the Company over which he is primarily responsible.

Martin Burian, Lead Director: Currently, Mr. Burian is a director of multiple publicly traded companies. Mr. Burian is currently Managing Director of Investment Banking at RCI Capital Group, and also serves as CFO (part time) to Heffel Gallery Limited. Prior to 2014 Mr. Burian spent 20 years in senior investment banking roles including with Haywood Securities Inc., Bolder Investment Partners and Canaccord Capital Corp.

Mr. Burian was selected by the Board to serve as director because he holds a CPA designation (Canada) and has extensive experience with audit committees and his extensive experience in investment banking provides the Board with valuable experience and oversight in relation to the Company’s capital raising activities.

Christopher Rumana, Director: Dr. Rumana brings over 20 years’ experience in the medical field as a board-certified neurosurgeon. Dr. Rumana has served in many roles including Chairman of Department of Surgery, Chief of Neurosurgery, Chairman of the Medical staff, Chairman of the Medical Executive Committee, and Chairman of the Board of Directors at Tallahassee Memorial Hospital. Dr. Rumana has previously served as the President of the Tallahassee Neurological Clinic from 2000 to 2017 and served as the President and chairman of Caduceus, LLC, a joint venture pain management facility and surgery center from 2005 to 2017. Dr. Rumana currently runs a consulting company and serves on the board of multiple health-related companies.

Mr. Rumana was selected by the Board to serve as director because his experience in the medical field as a neurosurgeon and his service on numerous committees and boards in the neurology medical community provides the Board with specialized knowledge of the Company’s industry and its customer’s operations which is valuable to the Board’s oversight role of the Company’s operations.

Steven Summer, Director: Steven Summer brings over four decades of management experience in health care to the Company’s board. From 2006 to December 2019, Mr. Summer served as President and CEO of the Colorado Hospital Association. Previously, from 1993 through 2006, he was the President and CEO of the West Virginia Hospital Association and prior to that he was with the Maryland Hospital Association, where he also held various senior level roles prior to becoming an executive. In January 2020, Mr. Summer was named President of the Healthcare Institute (HI), an organization whose membership consists of 35 of the nation's most prestigious non-profit hospitals and health care systems.

Mr. Summer has selected by the Board to serve as director because of his management experience in the health care industry including his experience as President and CEO of a number of Hospital Associations provides specialized knowledge of the Company’s industry which is valuable to the Board’s oversight role of the Company’s operations.

John Flood, Director: Mr. Flood, age 62, has nearly four decades of capital markets experience, as well as extensive operations, business building and governance expertise. Until retiring in 2019, he served as chairman and managing partner of Craig-Hallum Capital Group (“Craig-Hallum”), an equity research, trading and investment banking firm that Flood co-founded in 1997. At Craig-Hallum, Flood led the investment banking and institutional equity sales teams. He was also a member of Craig-Hallum’s board of governors, and executive, research, banking and M&A committees.

Mr. Flood was selected by the Board to serve as director because his extensive capital markets experience provides the Board with valuable experience and oversight in relation to the Company’s capital raising activities which are of significant importance to the Company at its current stage of operations.

Non-Director Executive Officers

John Price, Chief Financial Officer: Mr. Price, age 52, was appointed as Chief Financial Officer effective March 26, 2021. Mr. Price has over 25 years of experience in accounting, financial planning and analysis, and business process improvement. He is also highly experienced in capital raise and debt financing, M&A, accounting operations, compliance, and system implementations. Mr. Price’s prior positions include serving as chief accountant of National Beverage (December 2019 to November 2020), chief financial officer and president at Alliance MMA (August 2016 to October 2019), and chief financial officer at MusclePharm (March 2015 to August 2016) and in various accounting and finance roles in high growth technology companies in the Silicon Valley. Price spent the first seven years of his career at Ernst & Young (October 1995 to July 2003). Mr. Price earned a Bachelor of Science in Accounting from Pennsylvania State University. Mr. Price does not have any family relationship with any other member of the Board of Directors or any executive officer of the Company.

Trent Carman, Former Chief Financial Officer: On March 26, 2021, we announced that Mr. Carman was retiring as our Chief Financial Officer effective March 26, 2021, and would remain as an advisor through December 31, 2021, to assist in the transition of his duties to John Price, who

SEC Form DEF 14A filed by Assure Holdings Corp.