ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State of other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
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(Address of principal executive offices)
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(Zip Code)
|
Securities registered under Section 12(b) of the Act:
|
None
|
|
Securities registered under Section 12(g) of the Act:
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Smaller reporting company
|
Emerging growth company
|
3
|
|||
Item 1.
|
3
|
||
Item 1A.
|
10
|
||
Item 1B.
|
25
|
||
Item 1C.
|
25
|
||
Item 2.
|
27
|
||
Item 3.
|
27
|
||
Item 4.
|
27
|
||
Item 5.
|
28
|
||
Item 6.
|
28
|
||
Item 7.
|
29
|
||
Item 7A.
|
30
|
||
Item 8.
|
31
|
||
Item 9.
|
51
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||
Item 9A.
|
51
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||
Item 9B.
|
52
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||
53
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|||
Item 10.
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53
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||
Item 11.
|
54
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||
Item 12.
|
55
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||
Item 13.
|
56
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||
Item 14.
|
56
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||
57
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|||
Item 15.
|
57
|
Item 1A. |
Risk Factors.
|
• |
our ability to provide low-cost and high-value plans which meet a broad range of consumer needs;
|
• |
the ease of our consumers’ adoption of, and enrollment into, our products and services;
|
• |
our ability to seamlessly onboard our consumers and create a positive overall experience with our products and services;
|
• |
our consumers’ ability to easily use our technology;
|
• |
our consumers’ ability to receive convenient and ready access to quality medical care and treatment through a network of providers that we plan to establish;
|
• |
our ability to grow our provider networks on competitive terms;
|
• |
our ability to safeguard our consumers’ data;
|
• |
our ability to anticipate and respond to shifting consumer preferences for healthcare products and services in a timely manner;
|
• |
our ability to retain licenses required to conduct our existing business and obtain licensing in new geographies into which we intend to expand;
|
• |
our ability to effectively compete against our competitors, who may offer products containing fewer restrictions on the network of care providers available to consumers, may provide higher quality levels of care, or may be priced more
competitively than our offerings;
|
• |
our ability to market and sell our plans effectively in our target markets, including our ability to retain and incentivize our broker network at reasonable commission rates; and
|
• |
regulatory changes pertaining to the marketing and/or enrollment of our consumers, which might negatively impact the overall pool of eligible beneficiaries across our health plans.
|
• |
the utilization rates of medical facilities and services;
|
• |
the cost of medical services (including as a result of labor market constraints);
|
• |
the use or cost of prescription drugs, in particular the increased use of specialty prescription drugs;
|
• |
the introduction or widespread adoption of new or costly treatments, including new technologies;
|
• |
membership mix;
|
• |
variances in actual versus estimated levels of cost associated with new products, benefits, lines of business, product changes or benefit level changes;
|
• |
changes in the demographic characteristics of an account or market;
|
• |
changes in economic conditions (including as a result of the ongoing COVID-19 pandemic);
|
• |
changes or reductions related to utilization management functions such as preauthorization of services, concurrent review, or requirements for physician referrals;
|
• |
changes in pharmacy volume rebates received from drug manufacturers;
|
• |
catastrophes, including acts of terrorism, pandemics (such as the ongoing COVID-19 pandemic and other similar unforeseen cost drivers), epidemics or severe weather (e.g., hurricanes, wildfires or earthquakes, including those as a
result of climate change);
|
• |
medical cost inflation; and
|
• |
potential changes in legislation or other rules and regulations, such as changes in government mandated benefits or consumer eligibility criteria.
|
• |
the level of utilization of healthcare services;
|
• |
changes in the underlying risk acuity of our membership;
|
• |
unexpected patterns in the annual flu season;
|
• |
increases in hospital costs;
|
• |
increased incidences or acuity of high dollar claims related to catastrophic illnesses or medical conditions for which we do not have adequate reinsurance coverage;
|
• |
increased maternity costs;
|
• |
changes in state eligibility certification methodologies;
|
• |
relatively low levels of hospital and specialty provider competition in certain geographic areas;
|
• |
increases in the cost of pharmaceutical products and services;
|
• |
changes in healthcare regulations and practices;
|
• |
epidemics or pandemics, such as COVID-19;
|
• |
new medical technologies; and
|
• |
other various external factors.
|
Item 5. |
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Period
|
High Close
|
Low Close
|
January 1 – March 31, 2022
|
.25
|
.16
|
April 1 - June 30, 2022
|
.20
|
.13
|
July 1 – September 30, 2022
|
.20
|
.13
|
October 1 – December 31, 2022
|
.20
|
.06
|
January 1 – March 31, 2023
|
.11
|
.04
|
April 1 - June 30, 2023
|
.11
|
.08
|
July 1 – September 30, 2023
|
.26
|
.08
|
October 1 – December 31, 2023
|
.65
|
.21
|
Item 6. |
Selected Financial Data
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 7A. |
Qualitative and Quantitative Disclosures About Market Risk.
|
Item 8. |
Financial Statements and Supplementary Data.
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Page
|
||
Consolidated Financial Statements
|
31 |
|
32 |
||
33
|
||
34
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||
35
|
||
36
|
||
37
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Other assets:
|
||||||||
|
|
|
||||||
Investments in unconsolidated entities
|
|
|
||||||
Total other assets
|
|
|
||||||
Property and equipment:
|
||||||||
Operating lease right-of-use asset
|
|
|
||||||
Total property and equipment
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES
|
||||||||
Current liabilities:
|
||||||||
Operating lease right-of-use liability - current portion
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
|
||||||
Income taxes payable
|
|
|
||||||
Share application money pending allotment
|
||||||||
Total current liabilities
|
|
|
||||||
Operating lease right-of-use liability - net of current portion
|
|
|
||||||
Guarantee liability
|
|
|
||||||
Total liabilities
|
|
|
||||||
EQUITY
|
||||||||
Common stock - par value $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
U.S. Neurosurgical Holdings, Inc. stockholders’ equity
|
||||||||
Noncontrolling interests
|
||||||||
Total stockholders’ equity
|
|
|
||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
|
$
|
|
Years Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Revenue
|
$
|
|
$
|
|
||||
Costs and expenses:
|
||||||||
Selling, general and administrative
|
||||||||
Total
|
||||||||
Operating loss
|
( |
) |
(
|
)
|
||||
Total other (expense) income
|
||||||||
Interest expense
|
(
|
)
|
|
|||||
Loss from loans to unconsolidated entities
|
( |
) | ( |
) | ||||
Loss from investments in unconsolidated entities, net
|
(
|
)
|
|
|||||
Total other expense
|
( |
) | ( |
) | ||||
Loss before income taxes
|
(
|
)
|
(
|
)
|
||||
Income tax provision
|
|
(
|
)
|
|||||
Net loss
|
(
|
)
|
(
|
)
|
||||
Net loss attributable to noncontrolling interests
|
||||||||
Net loss attributable to U.S. Neurosurgical Holdings, Inc.
|
$ | ( |
) | $ | ( |
) | ||
Basic and diluted net loss per share attributable to U.S. Neurosurgical Holdings, Inc.
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average common shares outstanding, basic and diluted
|
|
|
Common Stock
|
||||||||||||||||||||||||||||
Number
of
Shares
|
Amount
|
Additional
Paid-In
Capital
|
(Accumulated
Deficit)
Retained Earnings
|
U.S.
Neurosurgical Holdings, Inc.
Equity
|
Noncontrolling
Interests
|
Total
Equity
|
||||||||||||||||||||||
Balance - December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Issuance of common stock as compensation
|
||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2022
|
-
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||
Balance - December 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Issuance of common stock as compensation
|
||||||||||||||||||||||||||||
Issuance of common stock pending certification
|
||||||||||||||||||||||||||||
Current year movement from NCI to RE
|
- | ( |
) | ( |
) | |||||||||||||||||||||||
Net loss for the year ended December 31, 2023
|
-
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Balance - December 31, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
Years Ended
December 31,
|
||||||||
2023
|
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of operating lease right-of-use asset
|
|
|
||||||
(Income) loss from investments in unconsolidated entities, net
|
( |
) | ||||||
Stock issued as compensation
|
||||||||
Distributed earnings from unconsolidated entities
|
|
|
||||||
Impairment of goodwill
|
||||||||
Changes in:
|
||||||||
Accounts receivable
|
|
|
||||||
Income taxes payable
|
(
|
)
|
(
|
)
|
||||
Other current assets
|
(
|
)
|
|
|||||
Accounts payable and accrued expenses
|
(
|
)
|
(
|
)
|
||||
Operating lease right-of-use liability
|
(
|
)
|
(
|
)
|
||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Advances to unconsolidated entities
|
(
|
)
|
(
|
)
|
||||
Repayments from loans to unconsolidated entities
|
|
|
||||||
Capital contributions to unconsolidated entities
|
|
(
|
)
|
|||||
(Loss) gain from investment in unconsolidated entities
|
( |
) | ||||||
Sale of shares (deposited in 2023 for 2024 transaction)
|
||||||||
Net cash used in investing activities
|
(
|
)
|
|
|||||
Cash flows from financing activities:
|
||||||||
Repayment of finance lease obligations
|
|
|
||||||
Net cash used in financing activities
|
|
|
||||||
Net change in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents - beginning of period
|
|
|
||||||
Cash and cash equivalents - end of period |
$
|
|
$
|
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
|
$
|
|
||||
Income taxes
|
$ |
$
|
|
[1] |
Basis of presentation and
consolidation:
|
[2] |
Revenue recognition:
|
[3] |
Cash and cash equivalents:
|
[4] |
Accounts receivable:
|
[5] |
Investments in unconsolidated entities:
|
[6]
|
Goodwill:
|
[7] |
Long-lived assets:
|
[8] |
Asset retirement obligations:
|
[9] |
Capital lease obligations:
|
[10] |
Guarantees:
|
[11] |
Income taxes:
|
[12] |
Earnings per share:
|
[13] |
Advertising costs:
|
[14] |
Estimates and assumptions:
|
[15] |
Fair values of financial instruments:
|
[16] |
Credit risk:
|
[17] |
Leases:
|
|
Classification |
December 31,
|
|||||||
Assets
|
2023
|
2022
|
|||||||
Current
|
|||||||||
Operating lease assets
|
Operating lease right-of-use asset
|
$
|
|
$
|
|
||||
Total leased assets
|
$
|
|
$
|
|
|||||
Liabilities |
|||||||||
Current |
|||||||||
Finance lease liabilities
|
Obligations under finance lease - current portion | $ | $ | ||||||
Operating lease liabilities
|
Operating lease right-of-use liability - current portion
|
$
|
|
$
|
|
||||
Long-term
|
|||||||||
Operating lease liabilities
|
Operating lease right-of-use liability - net of current portion
|
|
|
||||||
Total lease liabilities
|
$
|
|
$
|
|
|||||
Lease Cost
|
|||||||||
Operating lease cost
|
Selling, general and administrative
|
$
|
|
$
|
|
||||
Finance lease cost
|
|||||||||
Interest on lease liabilities
|
Interest expense
|
|
|
||||||
Sublease income
|
Interest income - sales-type sublease
|
|
|
||||||
Net lease cost
|
$
|
|
$
|
|
Maturity of lease liabilities (as of December 31, 2023)
|
Operating lease
|
|||
2024
|
$ | |||
2025
|
||||
2026
|
||||
Total
|
$
|
|
||
Less amount representing interest
|
||||
Present value of lease liabilities
|
$
|
|
||
Discount rate
|
[1] |
The Southern California Regional Gamma Knife Center
|
Years Ended
|
||||||||
December 31, | ||||||||
2023
|
2022
|
|||||||
Patient revenue
|
$
|
|
$
|
|
||||
Net (loss) income
|
$
|
|
$
|
(
|
)
|
|||
USNC’s equity in (loss) income of Neuro Partners LLC and CGK
|
$
|
(
|
)
|
$
|
(
|
)
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Current assets
|
$
|
|
$
|
|
||||
Noncurrent assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Current liabilities
|
$
|
|
$
|
|
||||
Noncurrent liabilities
|
|
|
||||||
Equity
|
(
|
)
|
(
|
)
|
||||
Total liabilities and equity
|
$
|
|
$
|
|
[2] |
Boca Oncology Partners
|
Years Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Net income
|
$
|
|
$
|
|
||||
USNC’s equity in income in BOPRE
|
$
|
|
$
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Current assets
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent assets
|
|
|
||||||
|
||||||||
Total assets
|
$
|
|
$
|
|
||||
|
||||||||
Current liabilities
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent liabilities
|
|
|
||||||
|
||||||||
Equity
|
|
|
||||||
|
||||||||
Total liabilities and equity
|
$
|
|
$
|
|
[3]
|
Medical Oncology Partners
|
Years Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Patient revenue
|
$
|
|
$
|
|
||||
|
||||||||
Net income
|
$
|
|
$
|
|
||||
|
||||||||
USNC’s equity in loss in MOP
|
$
|
|
$
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Current assets
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent assets
|
|
|
||||||
|
||||||||
Total assets
|
$
|
|
$
|
|
||||
|
||||||||
Current liabilities
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent liabilities
|
|
|
||||||
|
||||||||
Deficit
|
|
(
|
)
|
|||||
|
||||||||
Total liabilities and deficit
|
$
|
|
$
|
|
[4]
|
CB Oncology Partners
|
Years Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Patient revenue
|
$
|
|
$
|
|
||||
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
||||||||
USNC’s equity in loss of CBOP
|
$
|
(
|
)
|
$
|
(
|
)
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Current assets
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent assets
|
|
|
||||||
|
||||||||
Total assets
|
$
|
|
$
|
|
||||
|
||||||||
Current liabilities
|
$
|
|
$
|
|
||||
|
||||||||
Noncurrent liabilities
|
|
|
||||||
|
||||||||
Deficit
|
(
|
)
|
(
|
)
|
||||
|
||||||||
Total liabilities and deficit
|
$
|
|
$
|
|
Years Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Current taxes:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
|
||||||
Current taxes
|
|
|
||||||
Deferred taxes:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
|
||||||
Deferred taxes
|
|
|
||||||
Income tax provision
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Income tax at the federal statutory rate
|
$
|
(
|
)
|
$
|
(
|
)
|
||
State income tax, net of federal taxes
|
(
|
)
|
(
|
)
|
||||
Permanent differences and other
|
|
|
||||||
Change in estimated effective state tax rate
|
|
|
||||||
Change in valuation allowance
|
|
|
||||||
Income tax provision
|
$
|
|
$
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred tax asset:
|
|
|||||||
Basis differences in unconsolidated entities, including advances and loans to those entities
|
$ | $ | ||||||
Net intangible assets and other capitalized costs
|
( |
) | ||||||
Net operating loss
|
|
|
||||||
Net effect of conversion from the accrual basis of accounting to the cash basis of accounting for tax purposes primarily related to accounts receivable, prepaid
expense, deferred revenue, and accounts payable
|
|
|||||||
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
Net deferred tax asset |
$
|
|
$
|
|
[1] |
Operating Leases:
|
[2] |
Guarantees:
|
[3] |
Product liability:
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
Item 9B. |
Other Information.
|
Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Position
|
Alan Gold
|
79
|
President & Chairman of the Board
|
William F. Leimkuhler
|
72
|
Director
|
Charles H. Merriman, III
|
89
|
Director
|
William St. Lawrence
|
54
|
Director
|
Item 11. |
Executive Compensation.
|
Name and Principal Position
|
Annual Compensation
|
||||
Year
|
Salary
|
||||
Alan Gold
|
2023
|
$
|
125,000
|
||
President & Chairman
|
2022
|
$
|
188,000
|
||
of the Board
|
2021
|
$
|
300,000
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Number of Shares
|
||
Name and Address
|
Beneficially
|
Percent of
|
of Beneficial Owner
|
Owned (1)
|
Class
|
Alan Gold (2)
13644 Maidstone Ln,
Potomac, MD, 20854
|
1,140,246
|
8.2%
|
William F. Leimkuhler
43 Salem Straits Road
Darien, CT 06820
|
150,000
|
1.1%
|
Charles H. Merriman III
5507 Cary St. Road
Richmond, VA 23226 |
130,672
|
*
|
William St. Lawrence
23 Ashland Street
Newburyport, MA 01950
|
50,000
|
*
|
Prasad Anjaneya Jeereddi (3)
1131 W. 6th Street, Suite 225
Ontario, CA 91762
|
1,499,097
|
10.8%
|
Stanley S. Shuman (4)
711 Fifth Avenue
New York, NY 10022
|
2,367,734
|
17.1%
|
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
|
1,578,489
|
11.4%
|
All directors and officers of the Company
as a group (2) (four persons)
|
1,470,918
|
10.6%
|
* |
Less than 1%.
|
(1) |
Unless otherwise indicated, all shares are beneficially owned and sole voting and investment power is held by the person named above.
|
(2) |
Includes 1,140,246 shares held jointly by Mr. Gold and his wife as joint tenants with right of survivorship.
|
(3) |
Includes 222,114 shares held by an entity of which Dr. Jeereddi is a managing member and a majority equity holder.
|
(4) |
Includes 1,578,489 shares owned by Allen & Company Incorporated, Mr. Shuman disclaims beneficial ownership in such shares, except to the extent of his pecuniary interest therein.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14. |
Principal Accounting Fees and Services.
|
Page No.
|
|
Consolidated Financial Statements of the Company
|
31
|
Reports of Independent Registered Public Accounting Firm
|
32
|
Consolidated Balance Sheets as of December 31, 2023, and 2022
|
33
|
Consolidated Statements of Operations for the years ended December 31, 2023, and 2022
|
34 |
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, and 2022
|
35 |
Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022
|
36 |
Notes to Consolidated Financial Statements
|
37
|
(b) |
Exhibits:
|
Agreement 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)
|
||
Share 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)
|
||
Share 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)
|
||
Form 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)
|
||
Form 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)
|
||
Form 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)
|
||
List of Subsidiaries (Filed herewith)
|
||
Certifications of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certifications of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
(c) |
Financial Statement Schedules. None
|
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
|
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
|