8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2024

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

California	1-08789	94-2918118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
601 Montgomery Street, Suite 1112 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value	AMS	NYSE AMERICAN

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 7, 2024, American Shared Hospital Services (the “Company”) entered into a Fourth Amendment to Investment Agreement (the “Fourth Amendment”) with GenesisCare USA, Inc. (the “Seller”) and GenesisCare USA Holdings, Inc. (“Holdings”), amending that certain Investment Purchase Agreement dated November 10, 2023 by and among the Company, Seller and Holdings (the “IPA”).

The Fourth Amendment modifies the IPA to provide for certain assets and payor contracts to be transferred to Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, (collectively, the “Target Companies”) prior to the closing of the transaction contemplated by the IPA (the “Transaction”), rather than such assets and payor contracts being transferred to the Company. Following the closing, the Company will own 60% of the equity interests in each of the Target Companies.

The foregoing summary of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed with the Securities and Exchange Commission (“SEC”) for the fiscal quarter ending March 31, 2024, and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

On May 7, 2024, the Company completed is acquisition of 60% of the equity interests in each of the Target Companies, [together with the assignment of certain payor contacts], from Seller pursuant to the IPA entered between the Company, Seller and Holdings and previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2023, and in subsequent reports filed by the Company with the SEC.

The purchase price for the Transaction consisted of $2,850,000 payable in cash. The $285,000 earnest payment deposit previously deposited with a third party escrow agent by the Company was applied to the purchase price at closing.  Pursuant to the Second Amendment executed by the Company, Seller and Holdings on April 18, 2024, the Company paid an additional $175,000 to the Seller for a Discovery RT OPEN OC Mid CTM on May 14, 2024.

The foregoing summary of the IPA and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the IPA, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2023, as amended by the First Amendment to Investment Agreement dated March 1, 204, filed as Exhibit 10.33b to the Company’s Annual Report on Form 10-K filed on April 1, 2024, and the Second Amendment to Investment Agreement dated April 18, 2024, the Third Amendment to Investment Agreement dated April 24, 2024, and the Fourth Amendment to Investment Agreement dated May 7, 2024, each of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed with the SEC for the fiscal quarter ending March 31, 2024, and are incorporated herein by reference.

Item 8.01. Other Events.

On May 9, 2024, the Company issued a press release announcing the closing of the Transaction. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Financial statements of businesses acquired and pro forma financial information.

Pursuant to Item 9.01(a)(3) and (b)(2), no financial statements or pro forma financial information is being filed with this Current Report. To the extent that financial statements and pro forma financial information are determined to be required by this Item, the Company plans to file the financial statements and pro forma financial information in an amendment to this Current Report or together with another report we file with the SEC.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release dated May 9, 2024.
104	Cover page Interactive Data File (embedded within the Inline XBRL document)

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.

	AMERICAN SHARED HOSPITAL SERVICES
	(Registrant)
Dated: May 13, 2024	/s/ Raymond C. Stachowiak
	By: Raymond C. Stachowiak
	Title: Executive Chairman of the Board and Chief Executive Officer

EX-99.1

Exhibit 99.1

American Shared Hospital Services Announces Closing of Acquisition of 60% Majority Interest in Three Radiation Therapy Cancer Centers in Rhode Island

- Adds $9-$10 million in Annual Revenue with Positive Net Income Contribution -

- Acquisition more than Doubles Backlog to over $210 million -

- Expands U.S. Footprint and Product Offering -

SAN FRANCISCO, CA, May 9, 2024 ‒ American Shared Hospital Services (NYSE American: AMS) (the "Company"), a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy cancer treatment systems and services, today announced the closing of its acquisition of a 60% majority equity interest in the Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, both Rhode Island limited liability corporations (the “Companies”) as well as certain payor contracts, from the Chapter 11 Bankruptcy Estate of GenesisCare USA, Inc., a Florida corporation, for a purchase price of $2.85 million.

The Company anticipates this transaction to add $9-$10 million in annual revenue with positive net income contribution. Additionally, the Company announced that its projected revenue backlog has more than doubled to over $210 million with this acquisition.

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American Shared estimates that our projected revenue backlog has increased significantly, from $106 million in 2021 to an estimated $213 million in May 2024. Our retail centers are a key factor in this projection, including our acquisition of a 60 percent interest in three Rhode Island radiation therapy cancer centers, along with our current 100 percent ownership of two international facilities in Peru and Ecuador and 85 percent ownership of a third in Mexico. Because the Rhode Island and international agreements have no termination date, we anticipate these centers will generate revenues for at least the next ten years.

The Companies operate three fully functional turn-key radiation therapy cancer centers in Rhode Island, and all three sites are equipped with state-of-the-art cancer treatment technology using Linear Accelerators (LINACs) along with CT Simulators and comprehensive treatment planning software for tumor localization. The Investment interests that were acquired are for facilities that reside on or adjacent to Care New England and Roger Williams Medical Center which are the second and third largest health systems in the State of Rhode Island and are equity members of the subject facilities. The facilities include the Southern New England Regional Cancer Center LLC in Woonsocket, RI and Southern New England Radiation Therapy LLC-Kent in Warwick, RI. The third facility Roger Williams Radiation Therapy LLC is in Providence, RI.

Ray Stachowiak, Executive Chairman of ASHS, commented, “This is a strong milestone for our Company that expands our footprint of owned and operated radiation oncology centers into the U.S. The acquisition adds new revenue streams from each of the three facilities that are accretive to our base and is an excellent use of our capital as we continue to build momentum and execute on our growth strategy. A key to this acquisition is that our ownership preserves the offering of radiation therapy services at the strategically convenient Woonsocket, Providence and Warwick demographic locations. In addition, this ensures patients continued access to community based high quality radiation therapy today and in the future.”

David E. Wazer, MD, Professor and Chairman of Radiation Oncology, Alpert Medical School of Brown University, commented, “It is very fortunate for Rhode Island cancer patients that ASHS was able to step into the void created by the GenesisCare bankruptcy. Had ASHS not taken this action, it is very likely that several treatment facilities would have been closed by the end of year which could have caused severe disruption for the roughly 70 patients per day that receive their care in these facilities. It is not an exaggeration to say that the responsible action by ASHS averted a statewide healthcare emergency.”

Ray Stachowiak continued, “In addition to being a very positive contribution to our company it’s great to have the support of our JV partners, Care New England Health System and Prospect CharterCARE, LLC d/b/a Roger Williams Medical Center. We look forward to growing those relationships and exploring future additional possibilities. The success of these centers is based on the strong local relationships we now have in place and this includes the second and third largest healthcare systems in the state.”

These newly acquired Centers are part of the Seller’s and its affiliates’ Chapter 11 bankruptcy process. The closing of the transaction was subject to certain events and conditions being met including (i) bankruptcy court approval, (ii) approval from the Rhode Island Department of health in accordance with the change in control of the majority member from GenesisCare to American Shared HospitalServices and (iii) other customary closing conditions.

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About American Shared Hospital Services (NYSE American: AMS)

American Shared Hospital Services (ASHS) is a leading provider of creative financial and turnkey solutions to Cancer Treatment Centers, hospitals, and large cancer networks worldwide.  The company works closely with all major global Original Equipment Manufacturers (OEMs) that provide leading edge clinical treatment systems and software to treat cancer using Radiation Therapy and Radiosurgery. The company is vendor agnostic and provides financial support for a wide range of products including MR Guided Radiation Therapy Linacs, Advanced Digital Linear Accelerators, Proton Beam Radiation Therapy Systems, Brachytherapy systems and suites, and through the Company’s subsidiary, GK Financing LLC., the Leksell Gamma Knife product and services. For more information, please visit: www.ashs.com

Safe Harbor Statement

This press release may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services (including statements regarding the expected continued growth of the Company and the expansion of the Company’s Gamma Knife, proton therapy and MR/LINAC business, which involve risks and uncertainties including, but not limited to, the risks of economic and market conditions, the risks of variability of financial results between quarters, the risks of the Gamma Knife and proton therapy businesses, the risks of changes to CMS reimbursement rates or reimbursement methodology, the risks of the timing, financing, and operations of the Company’s Gamma Knife, proton therapy, and MR/LINAC businesses, the risk of expanding within or into new markets, the risk that the integration or continued operation of acquired businesses could adversely affect financial results and the risk that current and future acquisitions may negatively affect the Company’s financial position. Further information on potential factors that could affect the financial condition, results of operations and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023, and the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 25, 2024.

Contacts:

American Shared Hospital Services
Ray Stachowiak, Executive Chairman and CEO
rstachowiak@ashs.com

Investor Relations

Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com

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XML

Document And Entity Information	May 07, 2024
Document Information [Line Items]
Entity, Registrant Name	AMERICAN SHARED HOSPITAL SERVICES
Document, Type	8-K
Document, Period End Date	May 07, 2024
Entity, Incorporation, State or Country Code	CA
Entity, File Number	1-08789
Entity, Tax Identification Number	94-2918118
Entity, Address, Address Line One	601 Montgomery Street, Suite 1112
Entity, Address, City or Town	San Francisco
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	788-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AMS
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000744825