What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-04 · 334 added, 294 removed, 1125 unchanged (36% of the section changed)

14 unchanged sentences

The Company’s control environment resulted in the conclusion that we were unable to completely maintain the monitoring component of the COSO framework including ensuring the sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning in a timely manner.

While there were no material misstatements in 2024, the material weakness could result in misstatements in the consolidated financial statements that would not be prevented or detected on a timely basis.

The material weakness could result in misstatements in the consolidated financial statements that would not be prevented or detected on a timely basis.

Accordingly, management has concluded that the control deficiency constitutes a material weakness.

The SEC permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year of such acquisition.

In reliance of the SEC’s guidance, management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 does not extend to the internal controls of our current year acquisition of a 60% interest in each of the RI Companies.

The RI Companies operate three functional radiation therapy cancer centers in Rhode Island.

Management excluded the RI Companies from its report on internal controls over financial reporting as of December 31, 2024.

The RI Companies’ consolidated financial statements contributed 22.5% and 27.4% of the Company’s consolidated total assets and revenues, respectively.

The Company will include the RI Companies in its assessment of the effectiveness of internal controls over financial reporting in the fiscal year 2025 annual management report, the annual management report following the first anniversary of the acquisition.

The Company’s remediation plan related to the material weakness identified are to hire sufficient personnel with accounting and financial reporting experience to augment its current staff and to improve the timeliness of our overall effectiveness of the Company’s closing and financial reporting processes, including as described in this paragraph.

On December 19, 2024, the Company appointed a new Chief Financial Officer who also serves as the Company’s principal financial officer and principal accounting officer.

The Company’s remediation plan related to the material weakness in our internal controls identified are to hire sufficient personnel with accounting and financial reporting experience to augment its current staff and to improve the timeliness of our overall effectiveness of the Company’s closing and financial reporting processes, including as described in this paragraph.

As previously disclosed, on December 19, 2024, the Company appointed a new Chief Financial Officer who also serves as the Company’s principal financial officer and principal accounting officer.

The new Chief Financial Officer has extensive experience and expertise in billing and collections for radiation therapy facilities.

During 2024, the Company outsourced its billing process for its Rhode Island operations and intends to hire experienced staff to manage this process internally, which is expected to provide more control and efficiency to this process overall.

During the first quarter of 2025, the Company utilized resources from a staffing agency and hired an Accounting Manager on a full-time basis in late March 2025.

During 2024, the Company outsourced its billing cycle for its Rhode Island facilities.

In May 2025, the Company hired a Director of Revenue Cycle Management and effective June 1, 2025, began preparing to process the Rhode Island revenue cycle internally.

Two additional staff members have been hired to support this process internally as well.

While this process is still new, the Company expects this change to provide more control and efficiency to this process overall.

Also, during the first and second quarters of 2025, the Company utilized resources from a staffing agency and hired an Accounting Manager on a full-time basis in late March 2025 in addition to using third party accounting consulting services.

The Company will continue to assess the need for additional resources, especially in the finance and accounting areas, as the Company’s business continues to grow and expand.

5 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2024, no director or officer adopted 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.

During the quarter ended December 31, 2025 , no director or officer 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

23 unchanged sentences

Auditor Name:

Moss Adams LLP

Baker Tilly US, LLP

Auditor Location:

Seattle, WA United States

San Francisco, CA United States

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Operations

Consolidated Statement of Shareholders' Equity

39 unchanged sentences

(f/k/a Methodist Healthcare System of San Antonio, Ltd.) d/b/a Southwest Texas Methodist Hospital.

Purchased Services Agreement (for a Gamma Knife Unit) dated as of November 19, 2008 between GK Financing, LLC and Kettering Medical Center.

First Amendment to Purchased Services Agreement (for a Gamma Knife Unit) dated as of June 11, 2009 between GK Financing, LLC and Kettering Medical Center.

Second Amendment to Purchased Services Agreement (for a Gamma Knife Unit) dated as of February 27, 2014 between GK Financing, LLC and Kettering Medical Center.

Third Amendment to Purchased Services Agreement (for a Gamma Knife Unit) dated as of March 28, 2019 between GK Financing, LLC and Kettering Medical Center

Fourth Amendment to Purchased Services Agreement dated April 20, 2021 between GK Financing, LLC and Kettering Medical Center.

Fifth Amendment to Purchased Services Agreement dated May 1, 2023 between GK Financing, LLC and Kettering Medical Center.

Lease Agreement for a Gamma Knife Unit dated as of November 1, 1999 between GK Financing, LLC and Jackson HMA, Inc.

12 unchanged sentences

Addendum Five to Lease Agreement for a Gamma Knife Unit dated as of April 28, 2021 between GK Financing, LLC and OSF Healthcare System.

Addendum Six to Lease Agreement for a Gamma Knife Unit dated as of October 7, 2025 between GK Financing, LLC and OSF Healthcare System.

Equipment Lease Agreement (for a Gamma Knife Unit) dated as of February 13, 2003 between GK Financing, LLC and AHS Albuquerque Regional Medical Center, LLC.

7 unchanged sentences

Amendment Three to Equipment Lease Agreement (Esprit Upgrade) dated as of April 24, 2024 between GK Financing, LLC and Northern Westchester Hospital Center.

Purchased Services Agreement (for a Gamma Knife Unit) dated as of March 5, 2008 between GK Financing, LLC and USC University Hospital, Inc.

First Amendment to Purchased Services Agreement (for a Gamma Knife Unit) dated as of April 1, 2009 between GK Financing, LLC and University of Southern California.

Second Amendment to Purchased Services Agreement (for a Gamma Knife Unit) dated as of October 1, 2013 between GK Financing, LLC and University of Southern California.

Third Amendment to Purchased Services Agreement dated as June 30, 2020 between GK Financing, LLC and University of Southern California.

Fourth Amendment to Purchased Services Agreement dated as of July 28, 2021 between GK Financing, LLC and University of Southern California.

Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of August 5, 2011 between Jacksonville GK Equipment, LLC and St.

Vincent’s Medical Center, Inc.

First Amendment to the Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of October 10, 2011 between Jacksonville GK Equipment, LLC and St.

Vincent’s Medical Center, Inc.

Leksell Gamma Knife Perfexion Purchased Services Agreement dated as of January 19, 2012 between GK Financing, LLC and Sacred Heart Health System, Inc.

3 unchanged sentences

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.

Equipment Lease Agreement (for a Gamma Knife Unit) dated as of February 21, 2017 between Bryan Medical Center, and GK Financing, LLC.

First Amendment to Equipment Lease Agreement (for a Gamma Knife unit) dated as of February 14, 2018 between Bryan Medical Center and GK Financing, LLC

Proton Beam Radiation Therapy Lease Agreement dated as of October 18, 2006 between American Shared Hospital Services and Orlando Regional Healthcare System, Inc.

Amendment One to Proton Beam Radiation Therapy Lease Agreement dated as of August 12, 2012 between American Shared Hospital Services and Orlando Health, Inc., formerly known as Orlando Regional Healthcare System, Inc.

Amendment Two to Proton Beam Radiation Therapy Lease Agreement dated as of March 31, 2026 between American Shared Hospital Services and Orland Health, Inc.

Equipment Lease Agreement (for a Gamma Knife Unit) dated as of May 8, 2018 between The Methodist Hospitals, Inc.

24 unchanged sentences

Fourth Amendment to Investment Agreement dated as of May 7, 2024 between the Company, GenesisCare USA Inc., and GenesisCare USA Holdings, Inc..

Transition and Severance Agreement between the Company and Robert Hiatt, dated December 19, 2024.

Form of American Shared Hospital Services Incentive Compensation Plan Performance Share Award Agreement

Moss Adams Letter to Securities and Exchange Commission dated June 9, 2025

American Shared Hospital Services Policy on Inside Information and Insider Trading.

23 unchanged sentences

AMERICAN SHARED HOSPITAL SERVICES

April 4, 2025

March 31, 2026

/s/ Raymond C.

3 unchanged sentences

Executive Chairman of the Board (principal executive officer)

April 4, 2025

March 31, 2026

/s/ Daniel G.

April 4, 2025

March 31, 2026

/s/ Kathleen Miles

April 4, 2025

March 31, 2026

Kathleen Miles

April 4, 2025

March 31, 2026

/s/ Raymond S.

Chief Financial Officer

April 4, 2025

March 31, 2026

(principal financial officer and principal accounting officer)

7 unchanged sentences

Balance sheets

Statements of income

Statements of operations

Statement of shareholders’ equity

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of American Shared Hospital Services, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of American Shared Hospital Services (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 of the consolidated financial statements, the Company has defaulted on its debt that raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

4 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

16 unchanged sentences

The estimates of reimbursement rates involve significant judgment and estimation by management and are subject to adjustments based on the actual reimbursements received.

In turn, auditing management’s judgments used in the estimates of reimbursement rates involved a high degree of auditor judgment and subjectivity.

In turn, auditing management’s judgments used in the estimates of reimbursement rates involved a high degree of auditor judgment and subjectivity when performing audit procedures and evaluating the results of those procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

7 unchanged sentences

Analytically comparing the estimated reimbursement rates to the predicted rates based on a mix of current and historical information.

Valuation of Facilities in a Business Combination Transaction

As described in Note 12 of the Company’s consolidated financial statements, on May 7, 2024, the Company closed the acquisition of Southern New England Regional Cancer Center and Roger Williams Radiation Therapy, LLC.

The acquisition was accounted for as a business combination.

The Company recorded the acquired facilities at their estimated fair value.

The cost approach was used to estimate the fair value the facilities acquired.

We identified the auditing of the estimated fair value of the facilities with existing leases acquired in the business combination, as a critical audit matter.

The estimated fair value of the facilities required significant management judgment.

In turn, auditing management’s judgments required a high degree of auditor judgment including the need to involve our valuation specialists.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the estimated fair value of the acquired facilities included the following, among others:

Testing the process used by management.

Evaluating the reasonableness of significant assumptions used to estimate the cost of the facilities.

Testing the underlying data for mathematical accuracy used in the estimate.

Utilizing our valuation professionals with specialized skill and knowledge to assist in evaluating the methods and the reasonableness of certain significant assumptions used.

Impairment of Property and Equipment

Valuation of Property and Equipment

As described in Note 2 to the consolidated financial statements, the Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable.

2 unchanged sentences

As of December 31, 2025, the Company’s balance of property and equipment was $31.1 million.

During the year ended December 31, 2024, the Company recognized impairment losses related to property and equipment of $3.1 million.

As of December 31, 2025, the Company concluded that property and equipment was not impaired.

We identified the auditing of the Company’s impairment assessment for property and equipment as a critical audit matter.

2 unchanged sentences

Our audit procedures related to the matter included the following, among others:

Evaluating the significant judgments applied in determining whether indicators of impairment were present, including searching for evidence contrary to such judgments.

Testing management’s process for determining the projected cash flows to be generated by the sites and evaluating the appropriateness of the methods used.

Evaluating the significant judgements applied in determining whether indicators of impairment were present, including searching for evidence contrary to such judgements.

Testing management's process for determining the projected cash flows to be generated by the site and evaluating the appropriateness of the methods used.

Testing the mathematical accuracy of the models used in the impairment assessment.

Evaluating the reasonableness of underlying assumptions used to forecast future cash flows, including forecasted growth rates by comparing these forecasts to historical operating results of the Company.

/s/ Moss Adams LLP

/s/ Baker Tilly US, LLP

San Francisco, California

April 4, 2025

March 31, 2026

We have served as the Company’s auditor since 2000.

9 unchanged sentences

Tax receivables

978,000 550,000

Other receivables

1,021,000 391,000

702,000 112,000

Prepaid maintenance

26 unchanged sentences

1,200,000 1,200,000

Income taxes payable

Current portion of lease liabilities

150,000 226,000

Line of credit

Current portion of long-term debt, net

3 unchanged sentences

LONG-TERM LEASE LIABILITIES, less current portion

LONG-TERM DEBT, net, less current portion

4,229,000 1,500,000

LONG-TERM DEBT, net, less current portion

DEFERRED INCOME TAXES

21 unchanged sentences

AMERICAN SHARED HOSPITAL SERVICES

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED December 31,

5 unchanged sentences

28,082,000 28,340,000

28,340,000 21,325,000

Costs of revenue:

14 unchanged sentences

Loss on write down of impaired assets and associated removal costs

3,084,000 940,000

Operating (loss) income

Operating loss

( 3,588,000 ) ( 2,805,000 )

2 unchanged sentences

368,000 248,000

Income before income taxes

(Loss) income before income taxes

( 3,220,000 ) 1,237,000

Income tax (benefit) expense

Income tax benefit

( 493,000 ) ( 295,000 )

Net (loss) income

( 2,727,000 ) 1,532,000

1 unchanged sentence

1,174,000 654,000

Net income attributable to American Shared Hospital Services

Net (loss) income attributable to American Shared Hospital Services

$ ( 1,553,000 ) $ 2,186,000

Net income per share attributable to American Shared Hospital Services:

Earnings per common share - basic

Net (loss) income per share attributable to American Shared Hospital Services:

(Loss) earnings per common share - basic

$ ( 0.23 ) $ 0.34

Earnings per common share - diluted

(Loss) earnings per common share - diluted

$ ( 0.23 ) $ 0.33

Weighted average common shares for basic earnings per share

Weighted average common shares for basic (loss) earnings per share

6,616,000 6,497,000

Weighted average common shares for diluted earnings per share

Weighted average common shares for diluted (loss) earnings per share

6,616,000 6,703,000

14 unchanged sentences

120,000 — — — — — —

Capital contributions from non-controlling interests

— — — — — 38,000 38,000

Cash distributions to non-controlling interests

— — — — — ( 95,000 ) ( 95,000 )

RI Acquisition non-controlling interests

— — — — — 1,900,000 1,900,000

Net income (loss)

10 unchanged sentences

— — — — — ( 21,000 ) ( 21,000 )

RI Acquisition non-controlling interests

— — — ( 1,553,000 ) ( 1,553,000 ) ( 1,174,000 ) ( 2,727,000 )

Net income (loss)

— — — 2,186,000 2,186,000 ( 654,000 ) 1,532,000

Balances at December 31, 2025

5 unchanged sentences

OPERATING ACTIVITIES

Net (loss) income

$ ( 2,727,000 ) $ 1,532,000

Adjustments to reconcile net income to net cash from operating activities:

Adjustments to reconcile net (loss) income to net cash from operating activities:

Depreciation and amortization

5 unchanged sentences

Loss on write down of impaired assets

3,084,000 940,000

Gain on sale of equipment

5 unchanged sentences

Accretion of unfavorable lease position

( 26,000 ) ( 65,000 )

Stock-based compensation

31 unchanged sentences

Long-term debt financing on purchase of property and equipment

9,860,000 1,750,000

Debt issuance costs long-term debt

1 unchanged sentence

Distributions to non-controlling interests

Capital contributions from non-controlling interests

Principal payments on short-term financing prepaid insurance

( 21,000 ) ( 95,000 )

Net cash provided by financing activities

Capital contributions from non-controlling interests

Net cash (used in) provided by financing activities

( 3,027,000 ) 4,405,000

27 unchanged sentences

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Business – These consolidated financial statements include the accounts of American Shared Hospital Services (“ASHS”) and its subsidiaries (the “Company”) as follows:

Business – These consolidated financial statements include the accounts of American Shared Hospital Services (“ASHS”) and its subsidiaries (together with ASHS, the “Company”) as follows:

ASHS wholly owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), ASHS-Mexico, S.A.

6 unchanged sentences

ASHS-Mexico is the majority owner of AB Radiocirugia y Radioterapia de Puebla, S.A.P.I.

of Puebla (“Puebla”).

of Puebla (“Puebla”) and Instituto Gamma Knife San Javier Mexico S.A.P.I.

(“San Javier”).

GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”).

The Company (through ASRS) and Elekta AG (“Elekta”), the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF.

During 2024 , GKF leased Gamma Knife units to ten medical centers in the United States in the states of Florida, Illinois, Indiana, Mississippi, Nebraska, New Mexico, New York, Ohio, Oregon, and Texas.

During 2025 , GKF leased Gamma Knife units to eight medical centers in the United States in the states of Florida, Illinois, Indiana, Mississippi, New Mexico, New York, Oregon, and Texas.

GKF also owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador.

The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States.

On November 10, 2023, the Company entered into an Investment Purchase Agreement (the “IPA”) with GenesisCare USA, Inc.

(the “GenesisCare”) and GenesisCare USA Holdings, Inc.

(“GC Holdings”), pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of SNERCC and RWRT, (collectively, the “RI Companies”) and to assign certain payor contacts to the Company for a purchase price of $ 2,850,000 (such transaction, the “RI Acquisition”).

The equity interests acquired by the Company under the IPA equates to a 60 % interest in each RI Company.

On May 7, 2024 the Company closed on the acquisition of a transaction whereby it acquired a 60 % equity interest in each of Southern New England Regional Cancer Center, LLC (“SNERCC”) and Roger Williams Radiation Therapy, LLC (“RWRT”), (collectively, the “RI Companies”) and was assigned certain payor contracts to the Company for a purchase price of $ 2,850,000 (such transaction, the “RI Acquisition.

The RI Companies operate three functional radiation therapy cancer centers in Rhode Island.

2 unchanged sentences

See Note 12 - Rhode Island Acquisition to the consolidated financial statements for further information.

On June 28, 2024, ASHS-Mexico, S.A.P.I.

signed a Joint Venture Agreement with Hospital San Javier, S.A.

(“HSJ”) to establish Newco to treat public- and private-paying cancer patients and provide radiosurgery services in Guadalajara, Mexico.

The Company and HSJ will hold 70 % and 30 % ownership interests, respectively, in Newco.

On June 28, 2024, ASHS-Mexico signed a Joint Venture Agreement with Hospital San Javier, S.A.

(“HSJ”) to establish San Javier to treat public- and private-paying cancer patients and provide radiosurgery services in Guadalajara, Mexico.

The Company and HSJ will hold 70 % and 30 % ownership interests, respectively, in San Javier.

Under the agreement, the Company is responsible for upgrading HSJ’s existing Gamma Knife Perfexion system to a Gamma Knife Esprit and paying 50 % of all site modification costs required to install the Esprit.

The Company does not expect that Newco will begin treating patients until mid to late 2025.

The Company does not expect that San Javier will begin treating patients until mid to late 2026.

On April 27, 2022, the Company signed a Joint Venture Agreement with the principal owners of Guadalupe Amor y Bien S.A.

4 unchanged sentences

Puebla was formed on December 15, 2022 and began treating patients in July 2024.

Operating costs incurred during the twelve months ended December 31, 2024 by Puebla, are included in the consolidated statement of operations.

The Company formed the subsidiaries GKPeru, Puebla, and acquired GKCE for the purposes of expanding its business internationally;

15 unchanged sentences

Marketing costs include joint marketing with customers and corporate advertising costs.

Marketing costs are recorded in other direct operating costs and sales and administrative costs in the consolidated statements of income.

Marketing costs are recorded in other direct operating costs and sales and administrative costs in the consolidated statements of operations.

AMERICAN SHARED HOSPITAL SERVICES

10 unchanged sentences

The Company monitors the financial condition of the financial institutions it uses on a regular basis.

All of the Company’s revenue was provided by 17 locations or 1 PBRT unit, 4 LINACs and 12 Gamma Knife units in 2024 and by 15 locations or 1 PBRT unit and 14 Gamma Knife units in 2023 .

Two customers individually accounted for approximately 35 % and 27 % of the Company’s total revenue in 2024 , and one customer accounted for 48 % of the Company’s total revenue in 2023 , respectively.

All of the Company’s revenue was provided by 15 locations or 1 PBRT unit, 4 LINACs and 10 Gamma Knife units in 2025 and by 17 locations or 1 PBRT unit, 4 LINACs and 12 Gamma Knife units in 2024 .

Two customers individually accounted for approximately 26 % and 31 % of the Company’s total revenue in 2025 , and two customers individually accounted for approximately 35 % and 27 % of the Company’s total revenue in 2024 , respectively.

At December 31, 2025 , four locations accounted for 81 % of total accounts receivable.

At December 31, 2024 , one location accounted for 32 % of total accounts receivable.

At December 31, 2023 , two locations each individually a ccounted for 30 % and 31 % of total accounts receivable, respectively.

The Company performs credit evaluations of its customers and generally does not require collateral.

6 unchanged sentences

Recoveries of receivables previously charged off are offset against bad debt expense when received.

The Company had an allowance for credit losses of $ 980,000 at December 31, 2025 and $ 265,000 at December 31, 2024.

The Company increased its allowance by $ 715,000 during 2025 to account for receivables deemed uncollectible on patient accounts in the direct patient service segment.

The increase to the reserve in 2025 is reflected in other direct operating costs in the consolidated statements of operations.

There were no accounts charged against the allowance for credit losses during the year ended December 31, 2025.

Non-controlling interests - The Company reports its non-controlling interests as a separate component of shareholders’ equity.

Non-controlling interest is determined by the income (loss) multiplied by the non-controlling interest in subsidiaries, and the income or losses of the non-controlling interests in the RI Companies and in the various subsidiaries controlled by GKF.

The Company also presents the consolidated net income and the portion of the consolidated net income (loss) allocable to the non-controlling interests and to the shareholders of the Company separately in its consolidated statements of income.

Non-controlling interest is determined by the income (loss) multiplied by the non-controlling interest in subsidiaries, and the income or losses of the non-controlling interests in the RI Companies, in Puebla, and in the various subsidiaries controlled by GKF.

Property and equipment – Property and equipment are stated at cost less accumulated depreciation.

3 unchanged sentences

The Company determines salvage value based on the estimated fair value of the equipment at the end of its useful life.

As of December 31, 2023 , the Company had seven domestic Gamma Knife units with salvage value ranging from $ 140,000 to $ 300,000 .

As of December 31, 2024 , the Company reduced its estimate of salvage value for all seven Gamma Knife units to $ 0 .

This change was made as of December 31, 2024, therefore there was no impact from the change in estimate for the current year, but this change in estimate will impact future periods.

This change was made as of December 31, 2024, therefore there was no impact from the change in estimate for the year-ended December 31, 2024, but this change in estimate will impact future periods.

Depreciation for PBRT and related equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment.

4 unchanged sentences

At December 31, 2024 , the Company held equipment under operating lease contracts with customers with an original cost of $ 54,266,000 and accumulated depreciation of $ 37,002,000 .

As of December 31, 2024 and 2023 , the Company recognized a loss on the write down of impaired assets of $ 3,084,000 and $ 940,000 , respectively.

As of December 31, 2024 , the Company recognized a loss on the write down of impaired assets $ 3,084,000 .

The Company reviewed its long-lived assets during the fourth quarter of 2024 and concluded events and circumstances existed that indicated six of the Company ’ s domestic Gamma Knife units were impaired.

4 unchanged sentences

Total equipment impairment for the year ended December 31, 2024 was $ 2,634,000 .

During the year ended December 31, 2023 , the Company recorded an ARO for one of the customer contracts that expired during 2023.

An ARO for the second contract that expired during 2023 was recorded and impaired in a prior period.

For the ARO recorded during 2023, the Company concluded the related increase to the underlying assets could not be supported by the cash flows of the equipment and therefore the Company recorded a loss on the write-down of the ARO in June 2023.

The Company’s estimate for the ARO liability was subsequently adjusted during the fourth quarter of 2023 based on new information.

Total ARO impairment for the year ended December 31, 2023 was $ 290,000 .

The Company also reviewed its long-lived assets during the fourth quarter of 2023 and concluded events and circumstances existed that indicated additional impairment existed at a third Gamma Knife site related to the existing equipment.

Total equipment impairment for the year ended December 31, 2023 was $ 650,000 .

The Company also reviewed its long-lived assets during the fourth quarter of 2025 and concluded events and circumstances indicated no additional impairment existed

See further discussion under Note 2 - Long-lived asset impairment and Note 3 - Property and Equipment.

2 unchanged sentences

NOTE 2 – ACCOUNTING POLICIES (CONTINUED)

Revenue recognition - The Company recognizes revenues under ASC 842 Leases (“ASC 842” ) and ASC 606 Revenue from Contracts with Customers (“ASC 606” ).

Revenue recognition - The Company recognizes revenues under Accounting Standards Codification (“ASC”) 842 Leases (“ASC 842” ) and ASC 606 Revenue from Contracts with Customers (“ASC 606” ).

Rental income from medical equipment leasing ( “ leasing ” ) – The Company recognizes revenues under ASC 842 when services have been rendered and collectability is reasonably assured, on either a fee per use or revenue sharing basis.

7 unchanged sentences

The Company records an estimate of operating costs which are reviewed on a regular basis and adjusted as necessary to more accurately reflect the actual operating costs and profit.

The operating costs and estimated net operating profit are recorded as other direct operating costs in the consolidated statements of income.

The operating costs and estimated net operating profit are recorded as other direct operating costs in the consolidated statements of operations.

For the years ended, December 31, 2025 and 2024 , the Company recognized leasing revenue of approximately $ 12,553,000 and $ 15,629,000 under ASC 842, respectively, of which approximately $ 7,369,000 and $ 9,952,000 were for PBRT services, respectively.

4 unchanged sentences

Payor mix is a significant variable in the Company’s estimate for revenue sharing revenues.

Direct patient services income ( “ retail ” ) – The Company has stand-alone facilities in Lima, Peru and Guayaquil, Ecuador, where a contract exists between the Company’s facilities and the individual patient treated at the facility.

Direct patient services income – The Company has stand-alone facilities in Lima, Peru and Guayaquil, Ecuador, where a contract exists between the Company’s facilities and the individual patient treated at the facility.

Under ASC 606, the Company acts as the principal in this transaction and provides, at a point in time, a single performance obligation, in the form of a Gamma Knife treatment.

12 unchanged sentences

The Company did not capitalize any incremental costs related to the fulfillment of its customer contracts.

The Company also concluded these facilities are part of its retail segment, see further discussion below.

The Company also concluded these facilities are part of its direct patient service segment, see further discussion below.

Accounts receivable under ASC 606 at December 31, 2025 and January 1, 2025 were $ 8,138,000 and $ 6,073,000 .

Accounts receivable under ASC 606 at December 31, 2024 and January 1, 2024 were $ 6,073,000 and $ 1,626,000 .

For the years ended December 31, 2024 and 2023 , the Company recognized retail revenues of approximately $ 12,556,000 and $ 3,553,000 under ASC 606, respectively.

For the years ended December 31, 2025 and 2024 , the Company recognized direct patient service revenues of approximately $ 15,529,000 and $ 12,556,000 under ASC 606, respectively.

Equipment sales – During the year-ended December 31, 2024 , the Company sold one of its Gamma Knife Perfexion units with an Icon upgrade to the customer it was leased to and recorded a net gain on equipment sale.

During the year-ended December 31, 2023 , the Company completed a sale of equipment to a new customer.

The Company assessed this transaction under ASC 606 and concluded the Company acted as the agent in this transaction and provided, at a point in time, two performance obligations, in the form of an equipment sale of an Icon and Cobalt- 60 reload.

The performance obligation to sell, assign, transfer and deliver the equipment to the customer was carried out via Elekta.

The Company assessed this transaction under ASC 606 and concluded the Company acted as the agent in this transaction and provided, at a point in time, a single performance obligations, in the form of an equipment sale of an Icon.

Revenue related to the equipment sale is recognized on a net basis when the sale is complete.

The Company recognized net revenues of $ 155,000 and $ 200,000 on the sale of equipment for the years ended December 31, 2024 and 2023 .

The Company recognized net revenues of $ 155,000 on the sale of equipment for the year ended December 31, 2024 .

Stock-based compensation – The Company measures all stock-based compensation awards at fair value and records such expense in its consolidated financial statements over the requisite service period of the related award.

See Note 8 - Stock-Based Compensation Expense for additional information on the Company’s stock-based compensation programs.

Costs of revenue – The Company’s costs of revenue consist primarily of maintenance and supplies, depreciation and amortization, and other operating expenses (such as insurance, property taxes, sales taxes, marketing costs and operating costs from the Company’s revenue sharing and retail sites).

Costs of revenue are recognized as incurred.

27 unchanged sentences

The Company analyzed its Gamma Knife site in Peru and its startup operations in Mexico for Puebla under ASC 830 as of December 31, 2025 and 2024 and concluded the functional currency was the U.S.

As facts and circumstances change, the Company will revisit this conclusion.

As facts and circumstances change, the Company will reassess this conclusion.

The functional currency of the Company’s Gamma Knife site in Ecuador is the U.S.

1 unchanged sentence

Asset Retirement Obligations – Based on the guidance provided in ASC 410, Asset Retirement Obligations (“ASC 410” ), the Company analyzed its existing lease agreements and determined whether an ARO exists to remove the respective units at the end of the lease terms.

As of December 31, 2024 , the Company had two AROs recorded for the two customer sites that will expire during 2025, totaling $ 1,200,000 .

As of December 31, 2025 , the Company had two AROs recorded for the two customer sites, one expired in February 2025 and the second will expire in May 2026, totaling $ 1,200,000 .

One ARO was recorded and impaired in a prior period.

The Company recorded and impaired an ARO for a second customer site during 2024.

No liability has been recorded as of December 31, 2024 for the remaining Gamma Knife or PBRT locations, because it is uncertain these units will be removed and the Company historically has not removed the equipment at the end of the lease term.

The Company recorded and impaired the ARO for the second customer site during 2024.

No liability has been recorded as of December 31, 2025 for the remaining Gamma Knife or PBRT locations, because it is uncertain these units will be removed at the end of the lease term.

The Company will re-evaluate the need to record additional ARO liabilities on a periodic basis when facts and circumstances change that could affect this conclusion.

5 unchanged sentences

— ( 588,000 )

( 588,000 ) —

Balance at end of period

$ 1,200,000 $ 1,200,000

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – ACCOUNTING POLICIES (CONTINUED)

Earnings per share – The Company calculates diluted shares using the treasury stock method.

Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the year.

The fully vested restricted stock units not issued and outstanding and unvested restricted stock units, are also included therein.

The fully vested restricted stock units not issued and outstanding are also included therein.

Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options and from unvested restricted stock units.

The computation for the years ended December 31, 2024 and 2023 excluded approximately 0 and 144 ,000 , respectively, of the Company’s stock options because the exercise price of the options was higher than the average market price during the period.

Because the Company reported a loss for the year-ended December 31, 2025, the potentially dilutive effects of approximately 18,000 of the Company’s stock options and 161,000 of the Company’s unvested restricted stock awards were not considered for the reporting period.

The computation for the year ended December 31, 2024 included all of the Company’s stock options outstanding because the exercise price of the options was less than the average market price during the period.

The weighted average common shares outstanding for the years ended December 31, 2025 and 2024 , included approximately 123,000 and 123,000 , respectively, of the Company’s restricted stock awards that are fully vested but are deferred for issuance.

The following table illustrates the computations of basic and diluted earnings per share for the years ended December 31, 2025 and 2024 .

Numerator for basic and diluted earnings per share

$ 2,186,000 $ 610,000

Denominator for basic earnings per share – weighted-average shares

Numerator for basic and diluted (loss) earnings per share

$ ( 1,553,000 ) $ 2,186,000

Effect of dilutive securities employee stock options and restricted stock

Denominator for basic (loss) earnings per share – weighted-average shares

6,616,000 6,497,000

Denominator for diluted earnings per share – adjusted weighted-average shares

Effect of dilutive securities employee stock options and unvested restricted stock

Denominator for diluted (loss) earnings per share – adjusted weighted-average shares

6,616,000 6,703,000

Earnings per common share- basic

(Loss) earnings per common share- basic

$ ( 0.23 ) $ 0.34

Earnings per common share- diluted

(Loss) earnings per common share- diluted

$ ( 0.23 ) $ 0.33

Business segment information - Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280” ), the Company analyzed its subsidiaries which are all in the business of providing radiosurgery and radiation therapy services, either through leasing to healthcare providers or directly to patients, and concluded there are two reportable segments, leasing and retail.

During 2025, t he Company provided Gamma Knife and PBRT equipment to eleven hospitals in the United States, which constitutes the leasing segment.

As of December 31, 2024 , the Company owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador, one single-unit radiation therapy facility in Puebla, Mexico, and following the RI Acquisition on May 7, 2024, the Company also owns a 60 % interest in and operates three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the retail segment.

As of December 31, 2025 , the Company owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador, one single-unit radiation therapy facility in Puebla, Mexico, and following the RI Acquisition on May 7, 2024, the Company also owns a 60 % interest in and operates three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the direct patient segment.

AMERICAN SHARED HOSPITAL SERVICES

6 unchanged sentences

For the years ended December 31, 2025 and 2024 , the Company’s PBRT operations represented a significant majority of the net income attributable to American Shared Hospital Services from the leasing segment, disclosed below.

The revenues, depreciation, interest expense, interest income, tax expense, net income attributable to American Shared Hospital Services, total asset allocations, and other non-recurring expense for the Company’s two reportable segments as of December 31, 2024 and 2023 consists of the following:

The revenues, depreciation, interest expense, interest income, tax expense, net (loss) income attributable to American Shared Hospital Services, total asset allocations, and other non-recurring expense for the Company’s two reportable segments as of December 31, 2025 and 2024 consists of the following:

$ 12,553,000 $ 15,784,000

Direct patient service

15,529,000 12,556,000

2 unchanged sentences

$ 3,584,000 $ 4,535,000

Direct patient service

2,130,000 1,639,000

2 unchanged sentences

$ 1,502,000 $ 1,367,000

Direct patient service

72,000 132,000

1 unchanged sentence

Bargain purchase gain RI Acquisition

Direct patient service

$ — $ 3,794,000

1 unchanged sentence

$ — $ 3,084,000

Direct patient service

$ — $ 3,084,000

1 unchanged sentence

$ 129,000 $ 310,000

Direct patient service

57,000 32,000

$ 186,000 $ 342,000

Income tax (benefit) expense

$ ( 789,000 ) $ ( 623,000 )

Direct patient service

296,000 328,000

2 unchanged sentences

$ ( 386,000 ) $ ( 3,380,000 )

Direct patient service

( 1,167,000 ) 5,566,000

1 unchanged sentence

$ 24,334,000 $ 35,455,000

Direct patient service

31,145,000 24,742,000

$ 55,479,000 $ 60,197,000

Leasing revenue

$ 12,553,000 $ 15,784,000

Direct patient service revenue

International

$ 6,784,000 $ 4,800,000

8,745,000 7,756,000

$ 15,529,000 $ 12,556,000

AMERICAN SHARED HOSPITAL SERVICES

13 unchanged sentences

Based on the guidance provided in accordance with ASC 350 Intangibles-Goodwill and Other (“ASC 350” ), the Company does not amortize the intangible asset because it has an indefinite life.

The Company assesses goodwill at the reporting unit level, which has been determined to be direct patient services, or retail.

The Company assesses goodwill at the reporting unit level, which has been determined to be direct patient services.

Each reporting period, the Company assesses whether events or circumstances continue to support an indefinite useful life for the intangible asset.

1 unchanged sentence

As of December 31, 2025 and 2024 , there has been no change to the Company’s assessment of the value of intangible assets or goodwill.

Accounting pronouncements issued and adopted - In November 2023, the FASB issued ASU 2023 - 07 Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures (“ASU 2023 - 07” ) which enhances the disclosure requirements for segment reporting, primarily disclosures around significant segment expenses.

The key provisions of the amendments require disclosure of significant segment expense reviewed by the CODM, require disclosure of an “other” segment category, require disclosure of segment profit or loss and assets for interim periods, clarify and require disclosure of other measurements used by the CODM in assessing segment performance and allocating resources, and require disclosure of the CODM's title and position and explanation of how the CODM assesses segment performance.

ASU 2023 - 07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023 - 07 for the year-ended December 31, 2024 and enhanced its disclosure requirements, accordingly.

See previous disclosure related to Business Segment Reporting in Note 2 - Accounting Policies.

Accounting pronouncements issued and not yet adopted - In December 2023, the FASB issued ASU 2023 - 09 Income Taxes (Topic 740 ) Improvements to Income Tax Disclosures (“ASU 2023 - 09” ) which requires entities, on an annual basis, to disclose:

Accounting pronouncements issued and adopted - In December 2023, the FASB issued ASU 2023 - 09 Income Taxes (Topic 740 ) Improvements to Income Tax Disclosures (“ASU 2023 - 09” ) which requires entities, on an annual basis, to disclose:

specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, the amount of income taxes paid, net of refunds, disaggregated by jurisdiction, income or loss from continuing operations before income tax, income tax expense from continuing operations disaggregated between foreign and domestic, and income tax expense from continuing operations disaggregated by federal, state and foreign.

ASU 2023 - 09 is effective for annual periods beginning after December 31, 2024.

The Company is currently evaluating ASU 2023 - 09 to determine the impact it may have on its disclosures to the consolidated financial statements.

In November 2024, the FASB issued ASU 2024 - 03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024 - 03” ) which requires entities to 1.

The Company adopted ASU 2023 - 09 for the year-ended December 31, 2025, prospectively, and enhanced its disclosure requirements, accordingly.

See Note 7 - Income Taxes for further discussion.

Accounting pronouncements issued and not yet adopted - In November 2024, the FASB issued ASU 2024 - 03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024 - 03” ) which requires entities to 1.

disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2.

5 unchanged sentences

The Company is currently evaluating ASU 2024 - 03 to determine the impact it may have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025 - 05 Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025 - 05 ”) which provides ( 1 ) all entities with a practical expedient and ( 2 ) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating ASU 2025 - 05 to determine the impact it may have on its consolidated financial statements.

Reclassifications - Certain comparative balances as of December 31, 2024 have been reclassified to make them consistent with the current year presentation.

Liquidity - On April 9, 2021, ASHS, Orlando, GKF (together with ASHS and Orlando, the “Borrowers”), and ASRS (together with the Borrowers, collectively, the “Loan Parties”) entered into a five -year $ 22,000,000 credit agreement (the “Credit Agreement”) with Fifth Third Bank, N.A.

(“Fifth Third”).

The loan entered into with United States International Development Finance Corporation (“DFC”) in connection with the acquisition of GKCE in June 2020 ( the “DFC Loan”;

together with the Credit Agreement, the “Credit Agreements”) was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF.

On December 10, 2025, the Loan Parties received a notice from Fifth Third asserting that an Event of Default (as defined) occurred under the Credit Agreement due to the Borrower's failure to maintain minimum unrestricted domestic cash of at least an aggregate of $ 5,000,000 .

The Credit Agreement matures on April 9, 2026 and is secured by a lien on substantially all of the assets of the Loan Parties and is guaranteed by ASHS.

ASHS is currently in discussions with Fifth Third regarding a potential extension of the maturity of the Credit Agreement.

However, there can be no assurance that Fifth Third will agree to such an extension or, if obtained, as to the terms or duration of any such extension.

If ASHS is unable to obtain an extension of the maturity of the Credit Agreement, the Company will not have sufficient cash on hand to repay the Facilities at maturity.

See Note 5 - “Long Term Debt” for additional information.

The Company reassessed its ability to continue as a going concern in light of the Event of Default.

As long as the Company remains in default under the Credit Agreements, Fifth Third and DFC could accelerate all payment obligations under the Credit Agreements.

If Fifth Third or DFC were to accelerate all payment obligations under the Credit Agreements as a result of the defaults thereunder, the Company would not have sufficient cash on hand to satisfy such accelerated payment obligations.

As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company believes it will be able to negotiate an extension to the Credit Agreement, however, if the Company is unable to do so, the Company’s liquidity will be adversely impacted and the Company’s ability to satisfy all of its commitments over the next twelve months in accordance with their current terms would be jeopardized.

As a result of these conditions, in connection with management’s assessment of going-concern considerations in accordance with ASC 205 - 40 Presentation of Financial Statements - Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, should Fifth Third and DFC accelerate all payment obligations.

The Company’s consolidated balance sheet as of December 31, 2025, does not contain any adjustments that might result from the uncertainty regarding the Company’s ability to continue as a going concern.

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – PROPERTY AND EQUIPMENT

13 unchanged sentences

$ 8,082,000 $ 6,104,000

Depreciation expense recorded in costs of revenue and selling and administrative expense in the consolidated statements of income for the years ended December 31, 2024 and 2023 is as follows:

Depreciation expense recorded in costs of revenue and selling and administrative expense in the consolidated statements of operations for the years ended December 31, 2025 and 2024 is as follows:

Depreciation expense

3 unchanged sentences

The impairment as of December 31, 2024 was related to cash flow impairment for one of the Company’s Gamma Knife units and estimated removal costs of the two Gamma Knife contracts that expired during the year .

The Company reviewed its Gamma Knife equipment, in light of available information as of December 31, 2025 and concluded no impairment exists.

The Company reviewed its PBRT equipment, in light of available information as of December 31, 2025 and 2024 and concluded no impairment exists.

11 unchanged sentences

NOTE 5 - LONG TERM DEBT

On April 9, 2021, the Company along with certain of its domestic subsidiaries (collectively, the “Loan Parties”) entered into a five year $ 22,000,000 credit agreement with Fifth Third Bank, N.A.

(“the Credit Agreement”).

On April 9, 2021, ASHS, Orlando, GKF (together with ASHS and Orlando, the “Borrowers”), and ASRS (together with the Borrowers, collectively, the “Loan Parties”) entered into a five year $ 22,000,000 credit agreement (the “Credit Agreement”) with Fifth Third Bank, N.A.

(“Fifth Third”).

Capitalized terms that are used but not defined in this Note 5 have the meanings given to them in the Credit Agreement, as amended.

The Credit Agreement includes three loan facilities.

2 unchanged sentences

The third loan facility provides for a $ 7,000,000 revolving line of credit (the “Revolving Line”) available for future projects and general corporate purposes.

The facilities have a five -year maturity, carry a floating interest of SOFR plus 3.0 % and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

The facilities have a five -year maturity, which mature on April 9, 2026, carry a floating interest of SOFR plus 3.0 % ( 6.99 % as of December 31, 2025), and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

On January 25, 2024 ( the “First Amendment Effective Date”), the Company and Fifth Third entered into a First Amendment to the Credit Agreement (the “First Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $ 2,700,000 (the “Supplemental Term Loan”).

3 unchanged sentences

Following such twelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Supplemental Term Loan by the Maturity Date.

The Supplemental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its domestic subsidiaries.

The Supplemental Term Loan is secured by a lien on substantially all of the assets of ASHS and certain of its domestic subsidiaries.

The First Amendment also replaces the LIBOR-based rates in the Credit Agreement with SOFR-based rates.

Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00 %, subject to a SOFR floor of 0.00 %.

Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00 %, subject to a SOFR floor of 0.00 % (the “Applicable Rate”).

On December 18, 2024 ( the “Second Amendment Effective Date”), the Company and Fifth Third entered into a Second Amendment to the Credit Agreement (the “Second Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $ 7,000,000 (the “Second Supplemental Term Loan”).

4 unchanged sentences

All unpaid principal of the Second Supplemental Term Loan and accrued and unpaid interest thereon is due and payable in full on the Second Maturity Date.

The Second Supplemental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its domestic subsidiaries.

The Second Supplemental Term Loan is secured by a lien on substantially all of the assets of ASHS and certain of its domestic subsidiaries.

Advances under the Credit Agreement continue to bear interest at the Applicable Rate established under the First Amendment.

The long-term debt on the consolidated balance sheets related to the Term Loan, DDTL, Supplemental Term Loan and Second Supplemental Term Loan was $ 16,197,000 and $ 18,462,000 as of December 31, 2025 and December 31, 2024 , respectively.

The Company capitalized debt issuance costs of $ 164,000 as of December 31, 2024 related to issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The Revolving Line is charged an unused line fee of 0.25 % per annum.

The Term Loan and DDTL have interest and principal payments due quarterly.

Principal amortization on an annual basis for the Term Loan and DDTL equates to 48 % of the original principal loan commitments in years one through five and an end of term payment of the remaining principal balance.

The Company did not draw on the Revolving Line as of December 31, 2024 .

The Company capitalized debt issuance costs of $ 164,000 during the year ended December 31, 2024 related to issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to 1.0 (tested on a trailing twelve -month basis at the end of each fiscal quarter), that the Company maintain at least $ 5,000,000 of unrestricted cash, reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures.

The Loan Parties are in compliance with the Credit Agreement covenants as of December 31, 2024 .

On September 30, 2025, the Company received a limited waiver from Fifth Third with respect to its failure to be in compliance with the maximum funded debt to EBITDA ratio covenant in the Credit Agreement as of June 30, 2025 and with respect to the delivery of items following the closing of the Second Amendment.

As of September 30, 2025, the Company was not in compliance with its obligation to maintain minimum unrestricted domestic cash and Cash Equivalents of at least an aggregate of $ 5,000,000 (the “Minimum Cash Covenant”).

On December 10, 2025, the Loan Parties received a notice from Fifth Third (i) asserting that an Event of Default occurred under the Credit Agreement due to the failure of the Borrowers to comply with the Minimum Cash Covenant for the fiscal quarter ending September 30, 2025 ( the “September Event of Default”), and (ii) informing the Loan Parties that Fifth Third has suspended the Revolving Loan Commitment with respect to additional Revolving Loan Advances.

In addition to confirming that Fifth Third has not waived the September Event of Default or any other Event of Default, the notice reserves all of Fifth Third’s other rights, powers, privileges, and remedies under the Credit Agreement, the other Loan Documents, applicable law, and otherwise with respect to any Event of Default, including but not limited to Fifth Third’s right to accelerate the Borrowers’ payment obligations in respect of all Advances and other Obligations owing under the Credit Agreement and to repossess, liquidate, or take any other action with respect to any or all Collateral.

As of December 31, 2025, the Company was not in compliance with the minimum fixed-charge coverage ratio, the maximum funded debt-to-EBITDA ratio, and the Minimum Cash Covenant required by the Credit Agreement (the “December Events of Default,” together with the September Event of Default, the “Financial Covenant Defaults”).

The Company has notified Fifth Third of the December Events of Default, and as a result thereof, Fifth Third may exercise any of its rights, powers, privileges, and remedies under the Credit Agreement, the other Loan Documents, and applicable law, including but not limited to the right to accelerate the Borrowers’ payment obligations under the Credit Agreement.

Due to the Financial Covenant Defaults described above, the Loan Parties are

not in compliance with the Credit Agreement as of

December 31, 2025.

To date, Fifth Third has

not accelerated the obligations of the Loan Parties under the Credit Agreement or other Loan Documents.

ASHS is currently in discussions with Fifth Third regarding a waiver and an amendment to the Credit Agreement.

However, there can be

no assurances regarding the outcome of such discussions.

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - LONG TERM DEBT (CONTINUED)

The loan entered into with DFC in connection with the acquisition of GKCE in June 2020 ( the “DFC Loan”) was obtained through the Company’s wholly-owned subsidiary, HoldCo, and is guaranteed by GKF.

5 unchanged sentences

The long-term debt on the consolidated balance sheets related to the DFC loan was $ 1,149,000 and $ 1,806,000 as of December 31, 2025 and 2024 , respectively.

The Company capitalized debt issuance costs of $ 0 and $ 9,000 as of December 31, 2024 and 2023 , respectively, related to maintenance and administrative fees on the DFC Loan.

The Company did not capitalize any debt issuance costs as of December 31, 2025 and 2024 , respectively, related to maintenance and administrative fees on the DFC Loan.

The DFC Loan contains customary covenants among other covenants and obligations, requirements that the Company maintain certain financial ratios related to liquidity and cash flow as well as depository requirements.

On March 28, 2024 the Company received a waiver and amendment from DFC for certain covenants as of December 31, 2023 and through December 31, 2024 and amended other covenants and definitions permanently.

On March 3, 2025 the Company received an additional waiver from DFC for certain covenants as of December 31, 2024 and through December 31, 2025.

On March 28, 2024, HoldCo received a waiver and amendment from DFC for certain covenants as of December 31, 2023 and through December 31, 2024 and amended other covenants and definitions permanently.

On March 3, 2025, HoldCo received an additional waiver from DFC for certain covenants as of December 31, 2024 and through December 31, 2025.

In November and December 2024, GKCE obtained two loans with banks locally in Ecuador (the “GKCE Loans”).

The GKCE Loans carry interest rates of 12.60 % and 12.78 % and are payable in twelve and thirty-six equal monthly installments of principal and interest, respectively.

Total long-term debt on the consolidated balance sheets related to the GKCE Loans was $ 145,000 .

Total long-term debt on the consolidated balance sheets related to the GKCE Loans was $ 53,000 and $ 145,000 as of December 31, 2025 and 2024 , respectively.

The Company did not capitalize any debt issuance costs related to the GKCE Loans.

As a result of the Loan Parties’ default under the Credit Agreement with Fifth Third discussed above, ASHS has determined that the non-compliance with the Credit Agreement could be deemed to have resulted in an Event of Default (as defined in the DFC Loan) under the DFC Loan (the “Potential Event of Default”).

However, as of the date of

this10 -K, DFC has

not delivered any notice to HoldCo or ASHS asserting the occurrence of an Event of Default or sought to exercise any remedies it

may have under the DFC Loan.

Due to the Potential Event of Default described above, HoldCo

may be deemed to

not be in compliance with the DFC Loan as of

September 30, 2025 and

December 31, 2025 .

The Company’s failure to comply with the covenants under the Credit Agreements could result in the Company’s credit commitments being terminated and the principal of any outstanding borrowings, together with any accrued but unpaid interest, under the Credit Agreements could be declared immediately due and payable.

Furthermore, the lenders under the Credit Agreements could also exercise their rights to take possession of, and to dispose of, the collateral securing the credit facilities and loans and could pursue additional default remedies upon default as set forth in each such agreement.

As long as the Company remains in default under the Credit Agreements, Fifth Third and DFC could accelerate all payment obligations under the Credit Agreements.

If Fifth Third or DFC were to accelerate all payment obligations under the Credit Agreements as a result of the defaults thereunder, the Company would

not have sufficient cash on hand to satisfy such accelerated payment obligations.

As a result, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accretion of debt issuance costs for the years ended December 31, 2025 and 2024 , was $ 126,000 and $ 95,000 , respectively.

9 unchanged sentences

As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well.

All of the Company’s lessor arrangements entered into after ASC 842 adoption are also classified as operating leases.

All of the Company’s lessor arrangements entered into, amended or extended after ASC 842 adoption are also classified as operating leases.

Some of these lease terms have an option to extend the lease after the initial term, but do not contain the option to terminate early or purchase the asset at the end of the term.

4 unchanged sentences

As such, the Company does not measure future operating lease receivables.

The Company had a lease for corporate office space at 601 Montgomery, Suite 1112, San Francisco, CA for approximately 900 square feet for $ 4,500 per month, and the Lease term ended in November 2024.

The Company assessed the Lease under ASC 842 and concluded the lease should be classified as an operating lease.

In 2023, the Company had a lease for corporate office space located at Two Embarcadero Center, Suite 410, San Francisco, California, where it leased approximately 3,253 square feet for $ 22,011 per month.

On November 3, 2021, the Company entered into an agreement to sublease (the “Sublease”) this office.

The lease and Sublease expired in August 2023.

The Sublease was for $ 16,195 per month through the existing contract expiration date.

On May 7, 2024, the Company completed the RI Acquisition and acquired 60 % of the equity interests of the RI Companies.

1 unchanged sentence

The Company assessed the existing lease agreements under ASC 842 and concluded two of the three facilities contained operating leases.

The Company included these leases in its presentation of the consolidated financial statements for year ended December 31, 2024 .

The Company included these leases in its presentation of the consolidated financial statements for years ended December 31, 2025 and 2024 .

The Company’s operating lease in Woonsocket contains a sublease for a 1,950 square feet of the clinic space, which is leased back to the lessor.

3 unchanged sentences

Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

The Company’s operating lease contracts do not provide an implicit rate for calculating the present value of future lease payments.

The Company determined its incremental borrowing rate to be in the range of approximately 4 % and 8 % by using available market rates and expected lease terms.

The Company’s operating lease contracts do not provide an implicit rate for calculating the present value of lease payments.

The Company determined its incremental borrowing rate to be approximately 8 % by using available market rates and expected lease terms.

The operating lease ROU assets and liabilities include any lease payments made and there were no lease incentives or initial direct costs incurred.

8 unchanged sentences

Less imputed interest

( 2,949,000 )

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - LEASES (CONTINUED)

Year Ended December 31,

23 unchanged sentences

601 Montgomery Street, Suite

Total ROU assets and lease liabilities for the San Francisco sublease were

The sublease in Downers Grove was signed in

4 unchanged sentences

3041 Woodcreek Drive.

Total ROU assets and lease liabilities for the Downers Grove sublease were

The sublease for Downers Grove expired in

January 2026 and was

May 7, 2024, the Company completed the RI Acquisition and acquired

1 unchanged sentence

The RI Companies operate

three single-unit radiation therapy facilities, and each location contains a lease.

three single-unit radiation therapy facilities.

The Company assessed the existing lease agreements under ASC

842 and concluded

three facilities contained operating leases.

The facility in Woonsocket, RI has a ground lease with a sublease for

1 unchanged sentence

The Woonsocket ground lease has an annual prepayment of approximately

$ 44,000 located at

115 Cass Avenue.

The facility in Warwick, RI has a lease for

10,236 square feet for

$ 32,790 per month located at

450 Toll Gate Road.

$ 32,790 per month.

The facility in Providence, RI also has a ground lease, which was contributed by

one of the minority partners, located at

825 Chalkstone Avenue.

The Company owns and operates a stand-alone Gamma Knife facility in Lima, Peru where it leases approximately

one of the minority partners.

January 1, 2025, the Company entered into the Amended and Restated Lease Agreement (the “Amended Lease”) for the facility lease in Warwick, Rhode Island.

The Amended Lease includes a lease extension to

December 31, 2039 and modified the monthly lease payment to

The Company assessed the Amended Lease under ASC

842 and concluded it was a lease modification.

January 1, 2025, the effective date of the Amended Lease, the Company recorded additional ROU asset and lease liability in the amount of

$ 1,922,000 .

The Company owns and operates a stand-alone Gamma Knife facility in Lima, Peru where it leased approximately

1,600 square feet for approximately

$ 8,850 per month with a lease expiration date in

January 2024.

The lease in Peru is currently on a month-to-month basis.

$ 8,850 per month through

May 2024, the Company executed a new lease agreement for approximately

7,704 square feet for

$ 9,000 per month.

The Company renovated this space during the

first half of

2025 to accommodate its Gamma Knife Esprit and administrative offices and moved into the leased space in

The lease expires in

Total ROU asset and lease liability for the Peru lease was

The Company also owns and operates a stand-alone Gamma Knife facility in Guayaquil, Ecuador where it owns

4 unchanged sentences

$ 1,800 per month with a lease expiration in

The lease in Puebla is with a related party.

Total ROU assets and lease liabilities for the Puebla lease were

12 unchanged sentences

$ ( 3,220,000 ) $ 1,237,000

For the year ended December 31, 2024 and 2023 , the Company recorded an income tax benefit of $ 295,000 and income tax expense of $ 431,000 , respectively.

For the year ended December 31, 2025 and 2024 , the Company recorded an income tax benefit of $ 493,000 and $ 295,000 , respectively.

The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consists of the following:

19 unchanged sentences

( 575,000 ) ( 956,000 )

( 12,000 ) ( 14,000 )

Total deferred tax liabilities

3 unchanged sentences

1,085,000 651,000

Property and equipment

Accruals and allowances

59,000 168,000

Lease liabilities

Transaction costs

215,000 231,000

Capital loss carryover

135,000 169,000

Total deferred tax assets

6 unchanged sentences

$ ( 115,000 ) $ ( 924,000 )

Upon adoption of ASU 2023 - 09, the reconciliation of the statutory federal rate to the Company’s effective income tax rate for the year ended December 31, 2025 was as follows:

December 31, 2025

federal statutory tax rate

$ ( 676,000 ) 21.0 %

State taxes, net of federal benefits (1)

Return to provision adjustments

( 35,000 ) 1.1 %

( 87,000 ) 2.7 %

Nontaxable or nondeductible items

Partnership income

272,000 - 8.4 %

Other permanent differences

( 27,000 ) 0.8 %

Cross-border tax laws

11,000 - 0.3 %

Change in tax laws

Change in valuation allowance

60,000 - 1.9 %

Other adjustments

( 203,000 ) 6.3 %

Other adjustments

7,000 - 0.2 %

Foreign tax effects

Statutory tax rate difference between local country and United States

88,000 - 2.7 %

GAAP book income difference

70,000 - 2.2 %

Change in valuation allowance

49,000 - 1.5 %

Return to provision adjustments

69,000 - 2.1 %

( 18,000 ) 0.6 %

GAAP book income differences

( 159,000 ) 4.9 %

Nontaxable or nondeductible items

132,000 - 4.1 %

( 5,000 ) 0.2 %

7,000 - 0.2 %

Worldwide changes in prior year unrecognized tax benefits

( 48,000 ) 1.5 %

Effective tax rate

$ ( 493,000 ) 15.3 %

( 1 ) The states and local jurisdictions that contribute to the majority (greater than 50% ) of the tax effect in this category include Florida and Rhode Island.

AMERICAN SHARED HOSPITAL SERVICES

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NOTE 7 – INCOME TAXES (CONTINUED)

The provision for income taxes differs from the amount computed by applying the U.S.

federal statutory tax rate ( 21 % in 2024 and 2023 ) to income before taxes as follows:

YEARS ENDED December 31,

The reconciliation of the statutory federal rate to the Company’s effective income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023 - 09 was as follows:

December 31, 2024

Computed expected federal income tax

3 unchanged sentences

Foreign rate differential

14,000 38,000

Pass-through income

( 18,000 ) - 1.5 %

Bargain purchase gain

7 unchanged sentences

Capital loss expired

645,000 52.1 %

Change in valuation allowance

2 unchanged sentences

$ ( 295,000 ) - 23.8 %

$ ( 295,000 ) $ 431,000

Due to uncertainty surrounding the realization of impairment losses, capital losses and foreign operating losses in future years, the Company has placed a valuation allowance against a portion of its net domestic and foreign deferred tax assets.

The net valuation allowance decreased by $ 627,000 and increased by $ 17,000 for the years ended December 31, 2024 and 2023 , respectively.

Due to uncertainty surrounding the realization of certain deferred tax assets and capital losses, the Company has placed a valuation allowance against a portion of its net domestic and foreign deferred tax assets.

The net valuation allowance increased by $ 121,000 and decreased by $ 627,000 for the years ended December 31, 2025 and 2024 , respectively.

The Company has federal net operating loss carryforwards of appr oximately $ 3,443,000 and $ 1,966,000 as of December 31, 2025 and 2024 , respectively.

17 unchanged sentences

Additions based on tax positions of current year

13,000 12,000

Reductions in tax positions of prior years

( 18,000 ) ( 18,000 )

Lapse of statues of limitations

( 50,000 ) ( 75,000 )

Removal of penalties

( 19,000 ) ( 58,000 )

Balance at end of year

3 unchanged sentences

The Company does not expect any material changes to our uncertain tax positions within the next 12 months.

The Company does not expect any material changes to uncertain tax positions within the next twelve months.

Upon adoption of ASU 2023 - 09, as described in Note 2 - Accounting Policies, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:

Total cash paid for income taxes, net of refunds

NOTE 8 – STOCK-BASED COMPENSATION EXPENSE

12 unchanged sentences

290,000 $ 3.09

( 120,000 ) $ 2.93

Outstanding at December 31, 2024

8 unchanged sentences

Certain Executive Equity Awards

Effective May 4, 2020, the Company appointed Raymond C.

Stachowiak as Interim President and Chief Executive Officer ( “CEO” ).

Pursuant to his Offer Letter, Mr.

Stachowiak was granted 50,000 restricted stock awards that vested in full on August 3, 2020.

He was granted additional restricted stock awards totaling 10,000 common shares per month, which vested in full at the end of each 30 -day period following issuance.

Stachowiak became CEO of the Company on October 1, 2020 and served in such position until he was appointed Executive Chairman of the Board on March 7, 2023.

The Company appointed Raymond C.

Stachowiak as Chief Executive Officer ( “CEO” ) of the Company on October 1, 2020 and served in such position until he was appointed Executive Chairman of the Board on March 7, 2023.

For the year ended December 31, 2024 , 120,000 restricted stock awards were issued to Mr.

Stachowiak and 120,000 became fully vested.

Total compensation expense recorded for the year ended December 31, 2023 in the consolidated financial statements of income related to executive equity awards was $ 351,000 .

Total compensation expense recorded for the year ended December 31, 2024 in the consolidated financial statements of operations related to executive equity awards was $ 352,000 .

For the year ended December 31, 2025 , 110,000 restricted stock awards were issued to Mr.

Stachowiak and 115,000 became fully vested.

Total compensation expense recorded for the year ended December 31, 2024 in the consolidated financial statements of income related to the executive equity awards was $ 352,000 .

Total compensation expense recorded for the year ended December 31, 2025 in the consolidated financial statements of operations related to the executive equity awards was $ 268,000 .

For the year ended December 31, 2025 , stock compensation expense recorded in the consolidated financial statements is summarized as follows:

5 unchanged sentences

163,322 $ 404,000

Total stock-based compensation expense before income tax effect for the Company’s options and restricted stock awards in the amount of $ 373,000 and $ 389,000 for the years ended December 31, 2024 and 2023 , is reflected in selling and administrative expense in the consolidated statements of income, respectively.

Total stock-based compensation expense before income tax effect for the Company’s options and restricted stock awards in the amount of $ 404,000 and $ 373,000 for the years ended December 31, 2025 and 2024 , is reflected in selling and administrative expense in the consolidated statements of operations, respectively.

Stock Options

7 unchanged sentences

( 104,000 ) $ 2.86 — $ —

( 19,000 ) $ 2.69 — $ —

Balance at December 31, 2024

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NOTE 8 – STOCK-BASED COMPENSATION EXPENSE (CONTINUED)

There were no options granted during 2024 .

The weighted average grant-date fair value of the options granted during 2023 was $ 2.89 .

There were no options granted during 2025 or 2024 .

There were no options exercised during the years ended December 31, 2025 and 2024 .

1 unchanged sentence

At December 31, 2025 , there was approximately $ 3,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan.

This cost is expected to be recognized over a period of approximately three years.

This cost is expected to be recognized over a period of less than one year.

The Company’s stock option awards to employees are calculated using the Black-Scholes options valuation model.

3 unchanged sentences

For these reasons, management believes that the existing models do not necessarily provide a reliable single measure of the fair value of its stock-based awards to employees.

There were no options granted during 2024 .

The fair value of the Company’s option grants issued during 2023 were estimated using assumptions for expected life, volatility, dividend yield, forfeiture rate, and risk-free interest rate which are specific to each award as summarized in the following table.

The estimated fair value of the Company’s options is amortized over the period during which the optionee is required to provide service in exchange for the award, usually the vesting period.

There were no options granted during 2024 .

The fair value of the Compan y’s option grants under the Plan and 2023 was estimated using the following assumptions:

Expected life (years)

Expected forfeiture rate

Expected volatility

Dividend yield

Risk-free interest rate

The following summarizes the assumption inputs used for the Company’s Black-Scholes calculation:

Expected life (years):

The expected term represents the weighted average period that the Company’s stock options are expected to be outstanding.

Expected forfeiture rate:

Forfeitures are recognized as they occur.

Expected volatility:

The expected volatility was derived from the Company’s historical stock volatility.

Dividend yield:

The expected dividend yield was assumed to be zero, as the Company has not previously paid dividends on common stock and has no current plans to do so.

Risk-free interest rate:

The risk-free interest rate is based on the interest yield in effect at the date of grant for zero coupon U.S.

Treasury notes with maturities approximately equal to the option’s expected term.

Repurchase of Common Stock, Common Stock Warrants and Stock Options

12 unchanged sentences

NOTE 10 – COMMITMENTS AND CONTINGENCIES

On December 20, 2018, the Company signed Second Amendments to two System Build Agreements for the Company’s second and third Mevion PBRT units.

These commitments expired in January 2024 and the Company was not able to utilize this equipment.

During the year-ended December 31, 2020, the Company impaired these deposits and wrote-off the deposits and related capitalized interest.

As of December 31, 2024 , the Company had commitments to purchase and install four Leksell Gamma Knife Esprit (“Esprit”) systems and two Linear Accelerator (“LINAC”) systems.

One LINAC and three Esprits will be placed at future customer sites during 2025.

The remaining Esprit and LINAC commitments are scheduled to occur during 2026 or later at existing customer sites.

As of December 31, 2025 , the Company had commitments to purchase and install two Leksell Gamma Knife Esprit (“Esprit”) systems and two Linear Accelerator (“LINAC”) systems.

The Esprit upgrades and one LINAC installation are anticipated to occur in the second half of 2026, or later, at existing customer sites.

The remaining LINAC is reserved for a future customer site.

Total Gamma Knife and LINAC commitments as of December 31, 2025 , were $ 7,884,000 .

2 unchanged sentences

There can be no assurance that financing will be available for the Company’s current or future projects, or at terms that are acceptable to the Company.

However, the Company currently has cash on hand of $ 11,275,000 and a line of credit of $ 7,000,000 to fund these projects, if necessary.

On September 4, 2022, the Company entered into a Maintenance and Support Agreement with Mevion (the “Mevion Service Agreement”), which provides for maintenance and support of the Company’s PBRT unit at Orlando Health from September 2022 through April 2026.

The agreement requires an annual prepayment of $ 1,939,000 for the current contractual period ( one year).

This payment portion was recorded as a prepaid contract and will be amortized over the one -year service period.

As of December 31, 2024 , the Company had commitments to service and maintain its Gamma Knife and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta and Mobius Imaging, LLC.

The Company’s commitments to purchase t wo LINAC systems also include a 9 -year and 5 -year agreement to service the equipment, respectively.

The Company’s maintenance commitment for the final service period, September 2025 through April 2026, is $ 1,184,000 .

As of December 31, 2025 , the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta, Solutech, and Mobius Imaging, LLC.

The Company’s commitments to purchase one LINAC system also includes a 5 -year agreement to service the equipment, respectively.

Total service commitments as of December 31, 2025 were $ 7,114,000 .

21 unchanged sentences

$ 5,390,000 $ 5,946,000

The Company had related party commitments to purchase and install four Esprit upgrades, two LINACs, and service the related equipment.

The Company had related party commitments to purchase and install two Esprit upgrades, one LINACs, and service the related equipment.

Total related party commitments were $ 10,754,000 as of December 31, 2025 .

3 unchanged sentences

Rhode Island Acquisition

On November 10, 2023, the Company entered into the IPA with GenesisCare and GC Holdings, pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of the RI Companies and to assign certain payor contacts to the Company for a cash purchase price of $ 2,850,000 (such transaction, the “RI Acquisition”).

On November 10, 2023, the Company entered into an Investment Purchase Agreement (the “IPA”) with GenesisCare and GC Holdings, pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of the RI Companies and to assign certain payor contracts to the Company for a cash purchase price of $ 2,850,000 (previously defined, the “RI Acquisition”).

The equity interests acquired by the Company under the IPA equates to a 60 % interest in each RI Company.

The RI Companies operate three functional radiation therapy cancer centers in Rhode Island.

The Company acquired the RI Companies to expand its growing retail business model in the United States and continue to diversify its cancer treatment product offerings.

On March 1, 2024, the Company, GenesisCare and GC Holdings entered into a First Amendment to the Investment Agreement pursuant to which the parties agreed to extend the date on which a party could terminate the IPA if the closing conditions had not been met (the “Permitted Termination Date”) from March 10, 2024 to April 30, 2024.

On April 18, 2024, the parties agreed to a Second Amendment to the Investment Agreement pursuant to which GenesisCare agreed to sell a GE Discovery RT CT Simulator (“CT Sim”) to the Company for $ 175,000 , payment for which was required 5 days following the close of the acquisition.

On April 24 2024, the Company, GenesisCare and GC Holdings, entered into a Third Amendment to the Investment Agreement that further extended the Permitted Termination Date to May 31, 2024.

On May 7, 2024, the parties entered into a Fourth Amendment to the Investment Purchase Agreement, pursuant to which GenesisCare agreed to transfer certain assets and payor contracts to the RI Companies, rather than transferring such assets and payor contracts to the Company.

The parties closed the RI Acquisition on May 7, 2024 ( the “Closing Date”).

The Company acquired the RI Companies to expand its growing direct patient service business model in the United States and continue to diversify its cancer treatment product offerings.

On April 18, 2024, the parties amended the IPA and GenesisCare agreed to sell a GE Discovery RT CT Simulator (“CT Sim”) to the Company for $ 175,000 , payment for which was required 5 days following the close of the acquisition.

On May 7, 2024, the parties amended the IPA and GenesisCare agreed to transfer certain assets and payor contracts to the RI Companies, rather than transferring such assets and payor contracts to the Company.

The parties completed the closing conditions pursuant to the IPA and closed the RI Acquisition on May 7, 2024 ( the “Closing Date”).

The RI Acquisition has been accounted for as a business combination under ASC 805 , which requires, among other things, that purchase consideration, assets acquired, liabilities assumed and non-controlling interest be measured at their fair values as of the acquisition date.

The allocation of purchase price considerations is preliminary, and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available.

During the measurement period, which can be no more than one year from the Closing Date, the Company expects to continue to obtain information to assist in determining the final fair value of assets acquired.

As of December 31, 2024, the accounting for the $ 150,000 of personal and property taxes payable was not complete.

The assets acquired were recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company.

Thus, the provisional measurement of fair value discussed below for personal and property taxes is subject to change.

While the Company believes its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, and the resulting amount of the bargain purchase gain.

6 unchanged sentences

The cost approach was also used to value the facilities acquired and the unfavorable leasehold interest.

The non-controlling interest was recorded at fair value based on the purchase price paid for the acquisition, after consideration of any premium or discount derived from the operating agreement with the minority owners.

The non-controlling interest was recorded at fair value based on the purchase price paid for the acquisition, after any premium or discount derived from the operating agreement with the minority owners.

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded a preliminary allocation of the purchase price consideration as of the Closing Date, for the three -month period ended June 30, 2024.

During the three -month periods ended September 30, 2024 and December 31, 2024, the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment.

Rhode Island Acquisition (CONTINUED)

The Company recorded the preliminary allocation of the purchase price consideration as of the Closing Date, for the three -month period ended June 30, 2024.

During each of the three -month periods ended September 30, 2024 and December 31, 2024, the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment.

The net effect of these changes was an increase to the bargain purchase gain of $ 115,000 , net of deferred taxes of $ 6,000 .

The net impact to the consolidated statement of operations, outside of the change in the bargain purchase gain, was not material for the year ended December 31, 2024.

The major classes of assets and liabilities to which the Company has allocated the fair value of the purchase price consideration as of December 31, 2024 were as follows:

The net impact to the consolidated statement of operations, outside of the change in the bargain purchase gain, was not material for the years ended December 31, 2025 and 2024 .

The major classes of assets and liabilities to which the Company allocated the fair value of the purchase price consideration as of December 31, 2025 were as follows:

Remeasurement

29 unchanged sentences

The Company purchased its interest in the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings, resulting in a “bargain purchase”.

A bargain purchase gain of $ 3,794,000 , net of deferred taxes of $ 1,220,000 is reflected in other income in the consolidated statements of income for the year-ended December 31, 2024.

A bargain purchase gain of $ 3,794,000 , net of deferred taxes of $ 1,220,000 is reflected in other income in the consolidated statement of operations for the year-ended December 31, 2024.

None of the purchase price was allocated to intangible assets because none were acquired as part of the transaction.

The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the condensed consolidated balance sheet.

The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the consolidated balance sheet.

The preliminary value of the acquired tangible assets acquired were as follows:

3 unchanged sentences

Total medical equipment and facilities acquired

Costs related to legal, financial and due diligence services performed in connection with the RI Acquisition recorded in selling and administrative expense in the condensed consolidated statement of operations were $ 560,000 for the year-ended December 31, 2024 .

The net impact of the RI Acquisition on the consolidated results of operations, since the date of acquisition, are as follows:

Twelve Months Ended

December 31, 2024

Operating income

Per the guidance in ASC 805, the Company determined its consolidated financial results as if the RI Acquisition occurred on January 1, 2024.

These pro forma results were based on estimates and assumptions, which the Company believes are reasonable.

They are not the results that would have been realized had the Company and the RI Companies been combined during the periods presented and are not necessarily indicative of the Company’s consolidated results of operations in future periods.

The pro forma results include adjustments related to purchase accounting.

Acquisition costs and other nonrecurring charges are included in the earlier period presented.

ASC 805 also requires presentation of proforma information for the comparable period, when the comparable period is presented.

Due to the lack of reliable financial information for the RI Companies following the protracted bankruptcy proceedings, the Company was not able to obtain financial information sufficient to make these disclosures.

Therefore, the Company has not made the comparable period proforma disclosure because it would be impracticable to do.

Following are the supplemental consolidated financial results of the Company on an unaudited, pro forma basis, as if the acquisition occurred on January 1, 2024.

The supplemental proforma disclosure excludes the non-recurring impact from the bargain purchase gain generated from the RI Acquisition.

Twelve Months Ended

December 31, 2024 (unaudited)

Operating loss

$ ( 1,320,000 )

Diluted loss per share

AMERICAN SHARED HOSPITAL SERVICES

1 unchanged sentence

NOTE 13 – SUBSEQUENT EVENT

On February 6, 2025, the Company’s subsidiary, Bristol, closed on the acquisition of certain parcels of real property located on Gooding Avenue, Bristol Rhode Island.

The purchase price for the property was $ 1,185,000 .

The transaction was effected pursuant to the terms of a Real Estate Purchase and Sale Agreement dated November 21, 2023 by and between the Company and the sellers identified therein, with the Company having assigned its rights under that agreement to Bristol effective February 5, 2025.

At closing the parties entered into other agreements related to the transaction, including with respect to the grant of certain easements and restrictive covenants imposed on the sellers.

On December 31, 2025, the Company remitted two payments on its debt obligations totaling $ 562,500 via an established automatic payment process, pursuant to the Credit Agreement.

Subsequently, the Company and Fifth Third agreed these payments were not contractually due and the funds were returned to the Company on February 5, 2026.

The Company assessed this event under ASC 855 - Subsequent Events and concluded it qualified as a subsequent even that should be recognized as of the balance sheet date.

Accordingly, the Company recognized this event as of December 31, 2025 by increasing other receivables and increasing the current portion of long-term debt, net, by $ 562,500 .

On March 13, 2026, the Company and Orlando Health, Inc.

(“Orlando Health”) entered into Amendment Two to Proton Beam Radiation Therapy Lease Agreement (the “Amendment”).

The Amendment extends the term of the Proton Beam Radiation Therapy Lease Agreement dated October 18, 2006 between the Company and Orlando Health, as amended by Amendment One to Proton Beam Radiation Therapy Lease Agreement dated effective as of August 12, 2012 ( the “Lease”) for an additional seven years commencing April 6, 2026 through April 5, 2033 ( the “Extended Term”), and sets the lease payment terms during the Extended Term based on a technical component collection percentage with that percentage decreasing during certain of the twelve month periods of the Extended Term.

The Amendment amends certain other terms of the Lease and sets forth certain agreements between the parties with respect to the leased equipment, including (i) an option granted to Orlando Health whereby it may elect to purchase the leased equipment at the end of the lease term, including setting the purchase price and the period in which Orlando Health may exercise its option, (ii) matters related to the Company’s obligation to remove, at its expense, the leased equipment from Orlando Health at the end of the Extended Term in the event Orlando Health does not exercise its purchase option, and certain financial understandings of the parties related to that obligation, and (iii) maintenance and insurance coverage obligations of the parties.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures