Assure Holdings, a provider of intraoperative neuromonitoring services (IONM), is pleased to announce that it has entered into an asset purchase agreement with Neuro-Pro Monitoring (Neuro-Pro) and its affiliated entities (each, an “Affiliate”, collectively, the “Affiliates” and together with Neuro-Pro, the “Vendors”), one of the largest IONM service providers in Texas, pursuant to which the Company has conditionally acquired (the “Acquisition”) all of the assets of Neuro-Pro in exchange for US$7.0 million (the “Purchase Price”) of promissory notes (the “Promissory Notes”), $6 million of which is due and payable by the Company on November 30, 2019. The Company is currently taking steps to obtain financing that satisfies the Purchase Price.

Established in 2012, Neuro-Pro Monitoring is a premier IONM company serving the Dallas Ft. Worth metroplex. The company’s 14 technologists currently service 14 facilities.

“The acquisition of Neuro-Pro will accelerate Assure’s growth, provide the Company with important new surgeon and facility partnerships and complement our existing geographic footprint,” said John A. Farlinger, Assure’s executive chairman and CEO. “Neuro-Pro’s total number of procedures over the trailing twelve-month period through September 30, 2019 was nearly 2,500 while Assure’s was approximately 5,100 over the same timeframe. Importantly, roughly 95% of Neuro-Pro’s procedures were commercial insurance payers while Assure’s was approximately 50%, highlighting the positive and strategic impact of this business combination to our revenue mix.”

“We sought to join the Assure team given our alignment with the Company’s uncompromising commitment to providing clinical excellence for the surgeons they partner with and standard of care safety for the patients they serve,” said Jason Papes, Neuro-Pro’s principal. “The advantages and resources Assure can provide our patients, staff and surgeon partners will help the business flourish and grow for years to come.”

Pursuant to the Acquisition, the Company satisfied the Purchase Price by issuing the following Promissory Notes to the Vendors: (i) a note in the amount of $6 million (the “$6M Note”), due and payable on November 30, 2019 (the “Maturity Date”); and (ii) a note in the amount of $1 million (the “$1M Note”), due and payable on November 1, 2020. Both the $6M Note and the $1M Note will bear interest at the IRS Applicable Federal Rate. The $6M Note is secured by an assignment and assumption agreement (the “AAA”) which is held in escrow pending up until the Maturity Date. In the event the Company does not obtain TSX Venture Exchange approval or the $6M Note is not paid in full by the Maturity Date, (i) the AAA will be released from escrow,(ii) Neuro-Pro Series, LLC, an Affiliate, will assume ownership of Assure Networks Texas Holdings, LLC, a wholly owned corporation of Assure incorporated to hold the purchased assets and (iii) Assure and all of its subsidiaries will be discharged of any and all obligations arising pursuant to the Acquisition.

Source: Company Press Release