American Shared Hospital Services (NYSE: AMS) flags covenant default and Q3 2025 restatement

Rhea-AI Filing Summary

American Shared Hospital Services disclosed that investors should no longer rely on its unaudited balance sheet as of September 30, 2025, because certain debt was misclassified. Debt totaling $8,631,000 under its Fifth Third and DFC credit agreements was reported as long-term but will be restated as a current liability, which affects how near-term obligations appear but not revenue, expenses, net loss, cash flows, or total assets.

The company had previously received a notice from Fifth Third asserting an Event of Default tied to a covenant requiring at least $5,000,000 in unrestricted domestic cash and cash equivalents for the quarter ended September 30, 2025. As of this report, neither Fifth Third nor DFC has accelerated repayment, and the company is discussing a waiver and amendment while evaluating impacts on liquidity, financial condition, and going concern considerations. It plans to file amended third-quarter 2025 financial statements as soon as practical.

Positive

• None.

Negative

• Debt covenant default and reclassification to current liabilities: An Event of Default under the Fifth Third Credit Agreement, tied to a $5,000,000 minimum unrestricted cash covenant, led the company to conclude that $8,631,000 of debt under its Fifth Third and DFC credit agreements should be reclassified from long-term to current liabilities and that prior statements of compliance were incorrect, prompting a Q3 2025 restatement and raising liquidity and going concern concerns.

Insights

Credit & Accounting Analyst

Debt covenant default and restatement increase near-term balance sheet pressure.

American Shared Hospital Services is reclassifying $8,631,000 of debt from long-term to current because non-compliance with covenants under the Fifth Third and DFC credit agreements means these obligations are effectively payable on a shorter horizon. This changes the presentation of its liabilities without altering revenue, expenses, net loss, total assets, or cash flows for the quarter ended September 30, 2025.

The Event of Default notice from Fifth Third stems from not maintaining at least $5,000,000 in unrestricted domestic cash and cash equivalents for that quarter, and the company has concluded this may also trigger default under the DFC facility. While neither lender has accelerated the loans as of the report date, the company is seeking a waiver and amendment and is assessing implications for liquidity, financial condition, and going concern considerations.

The restated financial statements, to be filed in an amended Q3 2025 report, will clarify current obligations under the credit agreements. Actual outcomes will depend on the results of ongoing negotiations with Fifth Third and any actions taken by DFC, as well as subsequent disclosures on liquidity and going concern analysis in future filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 27, 2025

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

California		1-08789		94-2918118
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
601 Montgomery Street, Suite 850 San Francisco, California				94111
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (415) 788-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value		AMS		NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On December 27, 2025, the Audit Committee of the Board of Directors of American Shared Hospital Services (the “Company”) concluded, after discussions with management and Baker Tilly US, LLP, the Company’s independent registered public accounting firm, that the Company’s unaudited condensed balance sheet that was part of the Company’s financial statements as of September 30, 2025 (the “Previous Financial Statements”), included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025 (the “Q3 2025 Quarterly Report”), should no longer be relied upon as it relates to the classification of the Company’s indebtedness as of September 30, 2025. Similarly, the earnings release relating to the Company’s financial results for the third quarter ended September 30, 2025, and any reports or similar communications describing the Previous Financial Statements should no longer be relied upon as they relate to the classification of the Company’s indebtedness as of September 30, 2025. The classification error had no impact on the Company’s cash and cash equivalent balances or total assets for the applicable period. It also had no impact on the Company’s condensed consolidated statement of operations, including total operating revenues and operating expenses, net loss, its condensed consolidated statements of cash flows, including total cash flows, its condensed consolidated statements of shareholders’ equity, or any non-GAAP measure reported.

As previously disclosed by the Company in a Current Report on Form 8-K filed with the SEC on December 16, 2025, the Company and certain of its subsidiaries (the “Loan Parties”) received a notice asserting that an Event of Default (as defined in the Fifth Third Credit Agreement) has occurred under that certain Credit Agreement, dated as of April 9, 2021 (as amended from time to time, the “Fifth Third Credit Agreement”), entered into with Fifth Third Bank, National Association (“Fifth Third”). The asserted Event of Default was due to a failure to maintain minimum unrestricted domestic cash and Cash Equivalents (as defined in the Fifth Third Credit Agreement) of at least an aggregate of $5,000,000 for the fiscal quarter ended September 30, 2025, and not due to a payment default. The Company’s unaudited condensed balance sheet as of September 30, 2025, included in its Q3 2025 Quarterly Report, classified all of the Company’s debt under the Fifth Third Credit Agreement (except the current portion thereof), consisting of an aggregate of $7,947,000 as of September 30, 2025, as long-term debt. Subsequent to filing the Q3 2025 Quarterly Report, on December 10, 2025, the Company received notice from Fifth Third of the Loan Parties’ default under the Fifth Third Credit Agreement.

The Company has also concluded that its non-compliance with the Fifth Third Credit Agreement could be deemed to have resulted in an Event of Default (as defined in the DFC Credit Agreement) under that certain Loan Agreement, dated February 21, 2020 (as amended from time to time, the “DFC Credit Agreement” and, collectively with the Fifth Third Credit Agreement, the “Credit Agreements”), entered into by the Company’s subsidiary, HoldCo GKC S.A. (“HoldCo”), with United States International Development Finance Corporation (“DFC”). The Company’s unaudited condensed balance sheet as of September 30, 2025, included in its Q3 2025 Quarterly Report, classified all of the Company’s debt under the DFC Credit Agreement (except the current portion thereof), consisting of an aggregate of $653,000 as of September 30, 2025, as long-term debt.

Given that the Company received a notice asserting that it was not in compliance with the Fifth Third Credit Agreement and, as a result, determined that it may also not be in compliance with the DFC Credit Agreement for the quarter ended September 30, 2025, the Company has determined that it misclassified $8,631,000 of debt in its Previous Financial Statements and that the debt should be reclassified as a current liability in its entirety on the Company’s balance sheet as opposed to long-term debt. In addition, in the footnotes to the Previous Financial Statements included in the Q3 2025 Quarterly Report, the Company incorrectly stated that it was in compliance with the Credit Agreements as of September 30, 2025. Accordingly, the Company plans to restate its Previous Financial Statements for the quarter ended September 30, 2025 (the “Restated Financial Statements”), and will present the Restated Financial Statements in an amendment and restatement of the Q3 2025 Quarterly Report, which the Company will file with the SEC as soon as practical.

The Company is currently in discussions with Fifth Third regarding a waiver and an amendment to the Fifth Third Credit Agreement. However, there can be no assurances regarding the outcome of such discussions.  As of the date of this Current Report on Form 8-K, neither Fifth Third nor DFC have accelerated the obligations of the Loan Parties or HoldCo under the Credit Agreements or any related loan documents. The Company continues to evaluate the implications of the information described above on its liquidity, financial condition, going concern considerations, operations, and any other impact on its financial statements.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104	Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN SHARED HOSPITAL SERVICES
	(Registrant)
Dated: January 2, 2026	By:	/s/ Raymond C. Stachowiak
		Raymond C. Stachowiak
		Executive Chairman of the Board

FAQ

What did American Shared Hospital Services (AMS) disclose in this 8-K?

American Shared Hospital Services disclosed that its unaudited balance sheet as of September 30, 2025, and related communications, should no longer be relied upon as to the classification of its indebtedness and that it will restate those financial statements.

Why is AMS restating its Q3 2025 financial statements?

The company determined it misclassified $8,631,000 of debt under its Fifth Third and DFC credit agreements as long-term instead of as a current liability, and it also incorrectly stated that it was in compliance with those agreements as of September 30, 2025.

Did the AMS debt misclassification affect Q3 2025 earnings or cash flows?

No. The company states that the classification error did not affect cash and cash equivalents, total assets, revenues, operating expenses, net loss, cash flows, shareholders’ equity, or any non-GAAP measure for the period.

What caused the Event of Default under the Fifth Third Credit Agreement for AMS?

The Event of Default notice from Fifth Third relates to AMS not maintaining minimum unrestricted domestic cash and cash equivalents of at least $5,000,000 for the fiscal quarter ended September 30, 2025, rather than a payment default.

Have AMS lenders accelerated repayment of the debt?

As of the date of the report, neither Fifth Third nor DFC has accelerated the obligations under the credit agreements, and the company is in discussions with Fifth Third about a waiver and amendment.

How is AMS addressing the impact of these issues on its financial position?

AMS plans to file Restated Financial Statements in an amended Q3 2025 report and is evaluating the implications for its liquidity, financial condition, going concern considerations, operations, and any other impact on its financial statements.