AMS American Shared Hospital Services - 8-K

Item 2.04     Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

American Shared Hospital Services (the “ Company ”) is a party to that certain Credit Agreement, dated as of April 9, 2021 (as amended from time to time, the “ Credit Agreement ”), between Fifth Third Bank, National Association (the “ Lender ”), on the one hand, and the Company, PBRT Orlando, LLC (“ PBRT ”), GK Financing, LLC (“ GKF ,” together with the Company and PBRT, the “ Borrowers ”), and American Shared Radiosurgery Services (together with the Borrowers, the “ Loan Parties ”), on the other hand. Capitalized terms that are used but not defined in this Current Report on Form 8-K (this “ Form 8-K ”) have the meanings given to them in the Credit Agreement.

On May 29, 2026, the Loan Parties received notice from Lender (the “ Notice ”) asserting that Events of Default had occurred under the Credit Agreement (i) due to the Borrowers’ failure to maintain unrestricted cash and Cash Equivalents of at least $5,000,000 (the “ Minimum Cash Covenant ”) as of September 30, 2025, (ii) the Borrowers’ failure to comply with the Fixed Charge Coverage Ratio, Total Funded Debt Ratio, and the Minimum Cash Covenant as of December 31, 2025, (iii) the Borrowers’ failure to deliver a Compliance Certificate for the quarter ended March 31, 2026 within forty-five days after the end of such fiscal quarter and (iv) the Borrowers’ failure to pay in full the Term Loan Obligations and the Delayed Draw Term Loan Obligations on April 9, 2026 (such defaults in clauses (i) through (vi), collectively, the “ Specified Events of Default ”). The Notice further stated that as a result of the occurrence and continuation of the Specified Events of Default, the Lender has elected to exercise its right under the Credit Agreement to increase interest on Advances to the Default Rate effective from and after the earliest to occur of the Specified Events of Default. The Default Rate adds two percent per annum to the existing Applicable Margin in effect for Advances.

In addition to confirming that the Lender has not waived the Specified Event of Default or any other Event of Default, the Notice reserves all of the Lender’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 Lender’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. If Lender were to accelerate all payment obligations under the Credit Agreement, the Company would not have sufficient cash on hand to satisfy such accelerated payment obligations. As of the date of this Form 8-K, the Lender has not accelerated the obligations of the Loan Parties under the Credit Agreement or other Loan Documents.