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US NeuroSurgical Holdings Inc

For the period ended Dec 31, 2023. Filed Apr 5, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Apr 5, 2024

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Contents

Item 15. Exhibits, Financial Statement Schedules

Item 15.Exhibits, Financial Statement Schedules.

(a) (1)Financial Statements and Financial Statement Schedules. The following are filed as part of this report:

Page No.
Consolidated Financial Statements of the Company31
Reports of Independent Registered Public Accounting Firm32
Consolidated Balance Sheets as of December 31, 2023, and 202233
Consolidated Statements of Operations for the years ended December 31, 2023, and 202234
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, and 202235
Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 202236
Notes to Consolidated Financial Statements37

(2) Financial Statement Schedules. All financial statement schedules as required by Item 8 and Item 15 of Form 10-K have been omitted because the information requested is not required, not applicable, or is shown in the Consolidated Financial Statements or Notes thereto.

(b)Exhibits:
2.1Agreement and Plan of Reorganization, dated as of September 3, 2015, among U.S. Neurosurgical, Inc. (“USN”), U.S. Neurosurgical Holdings, Inc., (“Holdings”), and U.S. Neurosurgical Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to our Form 8-K as filed September 3, 2015)
2.2Share Exchange Agreement and Plan of Reorganization, dated as of October 1, 2021, between U.S. NeuroSurgical, Inc., Elite Health Plan, Inc. and all of the shareholders of Elite Health Plan, Inc. (incorporated herein by reference to Exhibit 2.1 to our Form 8-K Current Report as filed October 6, 2021)
2.3Share Exchange Agreement, dated as of November 27, 2023, between Holdings and certain shareholders of USN. (incorporated herein by reference to Exhibit 2.1 to our Form 8-K Current Report as filed November 27, 2023)
3.1Form of Amended and Restated Certificate of Incorporation of U.S. NeuroSurgical Holdings, Inc. (“Holdings”) (incorporated herein by reference to Exhibit 3.1 to our Form 8-K as filed September 3, 2015)
3.2Form of Amended and Restated Bylaws of Holdings (incorporated herein by reference to Exhibit 3.2 to our Form 8-K as filed September 3, 2015)
4.1Form of Stock Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 to our Form 10 Registration Statement as filed July 1, 1999)
21.1List of Subsidiaries (Filed herewith)
31.1*Certifications of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certifications of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  • Filed herewith
(c)Financial Statement Schedules. None

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

U.S. NeuroSurgical Holdings, Inc. (Registrant)
By/s/ Alan Gold
Alan Gold
President & Chairman of the Board
and
Principal Financial Officer
Dated: April 5, 2024

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 5, 2024/s/ Alan Gold
Alan Gold
President & Chairman of the Board
April 5, 2024/s/ William F. Leimkuhler
William F. Leimkuhler
Director
April 5, 2024/s/ Charles H. Merriman III
Charles H. Merriman III
Director
April 5, 2024/s/ William St. Lawrence
William St. Lawrence
Director
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