AMERICAN SHARED HOSPITAL SERVICES

Except as set forth below, there were no material changes during the period covered in this report to the risk factors previously disclosed in Part 1, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A of the Company's Quarterly Report on Form 10-Q for the three-month period ended March 31, 2024.

The Company’s failure to file certain financial statements in connection with the RI Acquisition pursuant to Rules 8-04 and 8-05 of Regulation S-X and Item 9.01 of Form 8-K will limit the Company’s ability to raise capital.

On May 7, 2024, the Company filed a Current Report on Form 8-K to report the completion of the Company’s acquisition of 60% of the equity interests in each of the RI Companies from GenesisCare. Based on information available to the Company, the Company believes that the acquisition would qualify as a “significant” acquisition under Rule 1-02(w) of Regulation S-X and as a result, under Rules 8-04 and 8-05 of Regulation S-X, the Company would be required to provide (i) audited financial statements for the RI Companies as of and for the period ended June 30, 2023 and unaudited interim financial statements to the extent applicable (the “8-04 financial information”), and (ii) pro forma historical financial information combined to reflect the RI Companies’ financial information for the most recent fiscal year and interim period (the “8-05 financial information” and, together with the 8-04 financial information, the “S-X financial information”).

The Company purchased the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings which were initiated in early June 2023. Due to the lack of reliable financial information for the RI Companies following the protracted bankruptcy proceedings, the Company is not able to obtain financial information sufficient to be able to provide the S-X financial information. The Company, therefore, is not in compliance with Rules 8-04 and 8-05 of Regulation S-X. Unless the Company files the S-X financial information, the Securities and Exchange Commission will not declare effective registration statements or post-effective amendments filed by the Company until twelve months following the date on which the Company has filed a periodic report with the Securities and Exchange Commission that meets the requirements of Regulation S-X, and affiliates will be not be permitted to make sales of securities pursuant to Rule 144 pursuant to the Securities Act of 1933, as amended.

None.

None.

Not applicable.

Item5. Other Information.

(a)

On* May 7, 2024,the Company filed a Current Report on Form8*-K to report the completion of the Company’s acquisition of60% of the equity interests in each of the RI Companies from GenesisCare. Based on information available to the Company, the Company believes that the acquisition would qualify as a “significant” acquisition under Rule1-02(w) of Regulation S-X and as a result, under Rules8-04 and8-05 of Regulation S-X, the Company would be required to provide (i) audited financial statements for the RI Companies as of and for the period ended* June 30, 2023and unaudited interim financial statements to the extent applicable (the“8*-04 financial information”), and (ii) pro forma historical financial information combined to reflect the RI Companies’ financial information for the most recent fiscal year and interim period (the*“8*-05 financial information” and, together with the8-04 financial information, the “S-X financial information”). The Company purchased the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings which were initiated in early* June 2023.Due to the lack of reliable financial information for the RI Companies following the protracted bankruptcy proceedings, the Company isnot* able to obtain financial information sufficient to be able to provide the S-X financial information. Any such historical financial information would (i) be pre-bankruptcy information, which is outdated and the Company believes isnot useful to investors in assessing the value of the assets acquired, the value of which is disclosed in this Quarterly Report on Form10-Q, and was the primary driver behind management’s decision to enter into the acquisition, (ii)not reflect (a) the impacts of the bankruptcy itself on the financial information and (b) the fact that the RI Companies representedthree ofone hundred fifty sites operated asone business by GenesisCare and which havenot historically recorded separate financial information, resulting in numerous and significant estimates and assumptions in order to create such historical financial information and (iii)not reflect the significant changes the businesses of the RI Companies have undergone as GenesisCare entered and exited bankruptcy. The Company has regularly requested historical financial information for the RI Companies from GenesisCare, but hasnot received sufficient reliable information in order to prepare the S-X financial information. The Company, therefore, isnot in compliance with Rules8-04 and8-05 of Regulation S-X. Unless the Company files the S-X financial information, the Securities and Exchange Commission willnot declare effective registration statements or post-effective amendments filed by the Company untiltwelve months following the date on which the Company has filed a periodic report with the Securities and Exchange Commission that meets the requirements of Regulation S-X, and affiliates will benot be permitted to make sales of securities pursuant to Rule144 pursuant to the Securities Act of1933, as amended. These restrictions donot apply to currently effective registration statements covering employee benefit plans.

(c)

During thethree-month period ended* June 30, 2024*, none of the Company’s directors or officers adopted, modified, or terminated a “Rule10b5-1 trading arrangement” or a “non-Rule10b5-1 trading arrangement,” as those terms are defined in Item408(a) of Regulation S-K

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