false 0000744825 0000744825 2023-11-10 2023-11-10

 

FORM 8-K 

 

 

Date of report (Date of earliest event reported): November 10, 2023

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

Registrant’s telephone number, including area code: (415) 788-5300 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On November 10, 2023, American Shared Hospital Services (the “Company”) entered into an Investment Purchase Agreement (the “IPA”) with GenesisCare USA, Inc. (the “Seller”) and GenesisCare USA Holdings, Inc. (“Topco”), pursuant to which Seller agreed to sell to the Company its entire equity interest in each of Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, (collectively, the “Target Companies”) together with the assignment of certain payor contacts for a purchase price of $2,850,000.  The equity interests to be acquired by the Company under the IPA equates to a 60% interest in each Target Company. The Target Companies operate three functional radiation therapy cancer centers in Rhode Island. 

 

In connection with the execution of the IPA the Company made a $285,000 earnest payment deposit with a third party escrow agent, of which up to 50% may be forfeited by the Company if the IPA is terminated under certain limited circumstances, but otherwise the deposit will be applied to the purchase price at closing or otherwise returned to the Company.

 

The transaction is contingent upon a confirmation order of the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) approving a chapter 11 plan of reorganization with respect to Seller, Topco and certain of their respective affiliates and the terms of any other orders of the Bankruptcy Court, as well as the satisfaction of other closing conditions, including the Seller and the Company entering into a consent agreement with the Rhode Island Department of Health and approval of all equity holders and managers of each Target Company. The Company anticipates that these conditions will be met in the next 60 days, and each party has the right to terminate the IPA if the closing conditions have not been met by March 10, 2024.

 

The IPA contains various customary representations, warranties and covenants of the Company, Seller and Topco with respect to a transaction of the nature contemplated by the IPA, including covenants by the Company to reasonably cooperate and assist Seller obtaining the Bankruptcy Court’s entry of a confirmation order and matters related to the requisite regulatory approvals for the transaction.

 

The foregoing summary of the IPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the IPA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

 

(d) Exhibits.

 

 

 

 

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.