AMERICAN SHARED HOSPITAL SERVICES 10-Q

Item 5. Other Information. (a) On May 7, 2024, the Company filed a Current Report on Form 8 -K to report the completion of the Company’s acquisition of 60% of the equity interests in each of the RI Companies from GenesisCare. Based on information available to the Company, the Company believes that the acquisition would qualify as a “significant” acquisition under Rule 1 - 02 (w) of Regulation S- X and as a result, under Rules 8 - 04 and 8 - 05 of Regulation S- X, the Company would be required to provide (i) audited financial statements for the RI Companies as of and for the period ended June 30, 2023 and unaudited interim financial statements to the extent applicable (the “8 - 04 financial information”), and (ii) pro forma historical financial information combined to reflect the RI Companies’ financial information for the most recent fiscal year and interim period (the “8 - 05 financial information” and, together with the 8 - 04 financial information, the “S- X financial information”). The Company purchased the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings which were initiated in early June 2023. Due to the lack of reliable financial information for the RI Companies following the protracted bankruptcy proceedings, the Company is not able to obtain financial information sufficient to be able to provide the S- X financial information. Any such historical financial information would (i) be pre-bankruptcy information, which is outdated and the Company believes is not useful to investors in assessing the value of the assets acquired, the value of which is disclosed in this Quarterly Report on Form 10 -Q, and was the primary driver behind management’s decision to enter into the acquisition, (ii) not reflect (a) the impacts of the bankruptcy itself on the financial information and (b) the fact that the RI Companies represented three of one hundred fifty sites operated as one business by GenesisCare and which have not historically recorded separate financial information, resulting in numerous and significant estimates and assumptions in order to create such historical financial information and (iii) not reflect the significant changes the businesses of the RI Companies have undergone as GenesisCare entered and exited bankruptcy. The Company has regularly requested historical financial information for the RI Companies from GenesisCare, but has not received sufficient reliable information in order to prepare the S- X financial information. The Company, therefore, is not in compliance with Rules 8 - 04 and 8 - 05 of Regulation S- X. Unless the Company files the S- X financial information, the Securities and Exchange Commission will not declare effective registration statements or post-effective amendments filed by the Company until twelve months following the date on which the Company has filed a periodic report with the Securities and Exchange Commission that meets the requirements of Regulation S- X, and affiliates will be not be permitted to make sales of securities pursuant to Rule 144 pursuant to the Securities Act of 1933, as amended. These restrictions do not apply to currently effective registration statements covering employee benefit plans. (c) During the three -month period ended June 30, 2024 , none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5 - 1 trading arrangement” or a “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Item 408 (a) of Regulation S-K 20 Item 6. Exhibit Index Incorporated by reference herein Exhibit Number Description Form Exhibit Date 10.1 * Amendment Three to Gamma Knife Perfexion Purchased Services Agreement dated as of March 27, 2014 between GK Financing, LLC and Peacehealth Sacred Heart Medical Center at Riverbend 31.1 * Certification of Principal Executive Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Principal Financial Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ǂ Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL contained in Exhibit 101 * Filed herewith. ǂ Furnished herewith. # Portions of this exhibit (indicated therein by asterisks) have been omitted for confidential treatment. 21 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 thereunto duly authorized. AMERICAN SHARED HOSPITAL SERVICES Registrant Date: August 14, 2024 /s/ Raymond C. Stachowiak Raymond C. Stachowiak Executive Chairman of the Board and Chief Executive Officer (principal executive officer) Date: August 14, 2024 /s/ Robert L. Hiatt Robert L. Hiatt Chief Financial Officer (principal financial and principal accounting officer) 22