Assure Holdings Corp.

ITEM 1A. RISK FACTORS

Other than as set forth below, during the threesix months ended March 31June 30, 2024, there were no material changes to the risk factors disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023.

We have not been in compliance with the requirements of the NASDAQ for continued listing and if NASDAQ does not concur that we have adequately remedied our non-compliance, our common stock may be delisted from trading on delisted from the NASDAQ, which could have a material adverse effect on us and our stockholders.

On July 25, 2023, the Company received a written notice from Nasdaq that, because the closing bid price for the Company's common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued liletter from the Listing on the Nasdaq.

The Bid Price DeQualificiency Letter has no immediate effect on the continued listing status of ations Staff (the Company's Common Stock onStaff) of The Nasdaq CapitalStock Market, and, therefore, the Company's listing remains fully effective.

The Company is provided a compliance period of 180 calendar days from the date of the Bid Price Deficiency Letter, or until January 22, 2024, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before January 22, 2024,  LLC (Nasdaq) indicating that, based upon the closing bid price of the Companys Ccommon Sstock closes at or abov, par value $10.001 per share for a minimum of 10 consecutive business days, subject to Nasdaqs discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(G) to 2(Common Stock), for the last 30 consecutive business days, Nasdaq will provide written notification that ththe Company hwas achieved not currently in compliance with the minimum bid price rerequirement, and the matter would be resolved. If the Company does not reg to maintain compliance during the compliance period ending January 22, 2024, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the a minimum bid price of $1.00 per share for continued listing requirement for market value of publicly-held shares and all other initial listing standards for on The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies as set forth in Nasdaq of its intent to cure Listing Rule 5550(a)(2) (the deficiencyNotice).

On August 16, 2023, the Company received notice from the Staff of the Nasdaq that the Company no longer satisfiesd the $2.5 million stockholders equity requirement for continued listing on The Nasdaq Capital Market, or the alternatives to that requirement - a $35 million market value of listed securities or $500,000 in net income in the most recent fiscal year or two or the last three fiscal years - as required by Nasdaq Listing Rule 5550(b) (the Equity Requirement).

As with the Bid Price Deficiency Letter, the Staffs n. The notification hwas no immediaseparate effect on the Companys continued listing on Tfrom, and in addition to, the Nasdaq Capital Market.

In accordance with the Nasdaq Listing Rules, previously deficiency letter that the Company was providreceived 45 calendar days, or until Ofrom the Staff on July 25, 2023.

On October 2, 2023, to submit a plan to regain compliance with the Equity Requirement (the he Compliance Plan). The Companany submitted its Coplan of compliance Plan on October 2, 2023to the Staff. On November 1, 2023, the Staff provided notice to the Company that the Staff had granted an extension until January 22, 2024, to complete certain key steps of the Companys compliance plan.

Based on and, assuming the Companys representations made in its ose steps were compliance plan submitted to the Staff, on November 1, 2023, the Staff granted the Company an extension until ete on or before January 22, 2024, to regain compliance with the Equity Requirement. However, the Staff indicated in the Determination Letter that, pursuant to Listing Rule 5810(d)(2), this deficiencete certain key serves as an additional and separate basis for delisting, and as such, thteps of the Company should address its non-s compliance with the Equity Requirement before the Panel, if it appeals the Staffs determination, which the Company has done.plan.

On January 24, 2024, the Company received a determination letter (the Determination Letter) from the Staff stating that it had not regained compliance with Listing Rule 5550(a)(2) and iwas not eligible for a second 180-day period to regain compliance. The Company appealed the Staffs determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series and had a hearing with a Nasdaq Hearings Panel (the Panel) on April 9, 2024. The Company still awaiting the Panels decision on whether the Companys plan as presented to the Panel has been accepted.

On May 16, 2024, the Company received a written notice from the Panel that it has granted the Company an extension to regain compliance with the continued listing requirements for The Nasdaq Capital Market (the Panel Decision). The Hearings Panel granted the Company an extension until July 22, 2024, by which date the Company willould be required to demonstrate compliance with all

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applicable initial listing requirements for the Nasdaq Capital Market in relation to its completion of its previously announced transaction with Danam.

TheOn July 22, 2024, the Nasdaq notified Assure can be no assurancethat the Panel determined to delist the Companys common stock, and that trading of the Company s securities will be able to regain compliancesuspended at the open of trading on July 24, 2024.

In connection with the applicableNasdaq delisting notice, Nasdaq lwill complete the delisting requirements, or that a Panelby filing a Form 25 Notification of Delisting will not stay the suspension of tth the U.S. Securities and Exchange Commission after applicable appeal periods have lapsed. In the interim, the Companys securities prior to common stock began trading under its current trading symbol IONM on the OTC Markets system effective with the open of the markets on July 224, 2024, for failure of t. The Company to comply with iintends to submit an application to the OTCQB for quotation of its common stock.

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The Complan any has presented to15 days after the date it received notice of the Panel or for other subss decision (which is July 22, 2024) to requent deficiencies in meest in writing the lat the Nasdaq Listing requirements of and Hearing Review Council (the Nasdaq Capital Market.

If Nasdaq delists our common stock from tradingCouncil) review the decision. In addition, the Council may, on its exchange and we are not ablown motion, determine to list our securities on anoreview ther national securities exchange, we expect our securities could be quoted on an over- Panels decision within forty-five calendar days after the Company was notified of the-counter market. I decision.

As a result of this were to occur, we coulde delisting, the Company faces significant material adverse consequences, including:

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