| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, no par value |
| (b) | Name of Issuer:
AMERICAN SHARED HOSPITAL SERVICES |
| (c) | Address of Issuer's Principal Executive Offices:
601 MONTGOMERY STREET, SUITE 850, SAN FRANCISCO,
CALIFORNIA
, 94111. |
Item 1 Comment:
This Schedule 13D/A constitutes Amendment No. 10 (this "Schedule 13D/A No. 10") to the original Schedule 13D dated June 17, 2014, as amended on October 28, 2014, February 16, 2016, May 21, 2019, May 4, 2020, May 3, 2023, April 3, 2024, January 3, 2025, December 9, 2025 and June 22, 2026 (as amended, the "Original Schedule 13D"), filed with the U.S. Securities and Exchange Commission (the "SEC") by Mr. Raymond C. Stachowiak, a member and the Executive Chairman of the board of directors (the "Board") of American Shared Hospital Services, a California corporation (the "Issuer"). The Original Schedule 13D reported Mr. Stachowiak's ownership of the Issuer's common stock, no par value (the "Common Stock"), both directly and indirectly through RCS Investments, Inc., an Illinois corporation ("RCS"), of which Mr. Stachowiak is the owner-president, and Stachowiak Equity Fund, LLC, an Illinois limited liability company ("Stachowiak Equity"), of which Mr. Stachowiak is the owner-manager. This Schedule 13D/A No. 10 also reports Mr. Stachowiak's indirect ownership of the Issuer's Common Stock through RCS/TIG Holdings LLC, a Delaware limited liability company ("RCS/TIG"; together with Mr. Stachowiak, RCS, and Stachowiak Equity, the "Reporting Persons," and each, a "Reporting Person"), of which Mr. Stachowiak is the owner-manager.
This Schedule 13D/A No. 10 is being filed to report the issuance of a warrant on June 22, 2026 by the Issuer to RCS/TIG exercisable for up to 220,000 shares of the Issuer's Common Stock (the "Common Shares") and the issuance of a secured promissory note by the Issuer to RCS/TIG. This Schedule 13D/A No. 10 also updates the number of shares of Common Stock that vested since the Schedule 13D/A No. 9 was filed due to the vesting of prior restricted stock grants. All other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Schedule 13D/A No. 10 have the meanings ascribed to them in the Original Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Pursuant to 240.13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D/A No. 10 is being filed jointly by: (i) Mr. Stachowiak, individually and in his capacities as the owner-president of RCS, the owner-manager of Stachowiak Equity, and the owner-manager of RCS/TIG; (ii) RCS; (iii) Stachowiak Equity; and (iv) RCS/TIG. Each Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13D/A No. 10 except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. |
| (b) | The residence or business address of each Reporting Person is as follows:
(i) Mr. Stachowiak: 601 Montgomery Street, Suite 850, San Francisco, California 94111
(ii) RCS: 7N120 Weybridge Drive, St. Charles, Illinois 60175
Attn: Raymond C. Stachowiak
(iii) Stachowiak Equity: 7N120 Weybridge Drive, St. Charles, Illinois 60175
Attn: Raymond C. Stachowiak
(iv) RCS/TIG: 11515 Wightman Lane, Captiva, Florida 33924
Attn: Raymond C. Stachowiak |
| (c) | The principal business of each Reporting Person is as follows:
(i) Mr. Stachowiak: Executive Chairman of the Board of the Issuer.
(ii) RCS: Makes and holds investments in securities and other assets.
(iii) Stachowiak Equity: Makes and holds investments in securities and other assets.
(iv) RCS/TIG: Makes and holds investments in securities and other assets.
|
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in the Reporting Person being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Stachowiak is a citizen of the United States. RCS is an Illinois corporation. Stachowiak Equity is an Illinois limited liability company. RCS/TIG is a Delaware limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | This Schedule 13D/A No. 10 supplements Item 3 of the Original Schedule 13D by adding the following:
Source of Mr. Stachowiak's Shares. The aggregate number of Common Shares reported as beneficially owned (the "Total Beneficial Ownership Amount") by Mr. Stachowiak in this Schedule 13 D/A No. 10 includes the Common Shares acquired or disposed of in the transactions described below that occurred since Mr. Stachowiak's reporting of beneficial ownership in the Schedule 13D/A No. 9.
- On March 26, 2026, Mr. Stachowiak was granted an award of 100,000 RSUs (the "2026 RSUs"), of which 25,000 vested on April 1, 2026, and 25,000 will vest on each of July 1, 2026, October 1, 2026, and January 1, 2027. The Total Beneficial Ownership Amount reported for Mr. Stachowiak in this Schedule 13D/A No. 10 includes an aggregate of 50,000 Common Shares underlying 50,000 of the 2026 RSUs that have vested as of the Filing Date, consisting of (i) 25,000 RSUs that vested on April 1, 2026 and (ii) 25,000 RSUs that vested on July 1, 2026. The 50,000 Common Shares underlying the remaining 50,000 RSUs that will vest on October 1, 2026 and January 1, 2027 have been excluded from Mr. Stachowiak's Total Beneficial Ownership Amount in this Schedule 13D/A No. 10 because such RSUs will not vest within 60 days of the Filing Date.
- On June 22, 2026, the Issuer issued a warrant to RCS/TIG exercisable for 220,000 shares of Common Stock (the "Warrant"). RCS/TIG may exercise the warrant at any time, and from time to time, on or prior to July 21, 2027 for an exercise price of $1.45. The Warrant was issued in connection with a Promissory Note and Security Agreement dated July 22, 2026, issued by the Issuer to RCS/TIG. The Warrant and the Note were issued by the Issuer pursuant to a Note and Warrant Purchase Agreement dated June 22, 2026 between the Issuer and RCS/TIG.
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| Item 4. | Purpose of Transaction |
| | This Schedule 13D/A No. 10 amends and restates Item 4 of the Original Schedule 13D as follows:
The information reported in Item 3 of this Schedule 13D/A No. 10 is incorporated by reference into this Item 4. The Common Shares reported as beneficially owned by the Reporting Persons will be held for investment purposes.
On July 22, 2026, the Issuer issued the Warrant to RCS/TIG exercisable for 220,000 shares of Common Stock pursuant to a Note and Warrant Purchase Agreement.
Mr. Stachowiak is a director and the Executive Chairman of the Board of the Issuer, the owner-president of RCS, the owner-manager of Stachowiak Equity, and the owner-manager of RCS/TIG. Except as set forth herein and to the extent that Mr. Stachowiak may have influence over the corporate activities of the Issuer, including activities that may relate to the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons do not have any present plan or proposal that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | This Schedule 13D/A No. 10 amends and restates Item 5 of the Original Schedule 13D as follows:
The information below reports the aggregate number of Common Shares beneficially owned by each Reporting Person, the total issued and outstanding Common Shares ( the "Total I&O Amount") used to calculate each Reporting Person's percentage of beneficial ownership in accordance with the SEC rules for calculating percentages of beneficial ownership, and each Reporting Person's percentage of beneficial ownership as of the Filing Date of this Schedule 13D/A No. 10.
Reporting Person Aggregate Number of Common Total I&O Amount Beneficial Ownership
Shares Beneficially Owned of Common Shares Percentage
Mr. Stachowiak(1) 2,440,205 6,915,678(2) 35.3%
RCS 752,500 6,625,000(3) 11.4%
Stachowiak Equity 760,559 6,625,000(3) 11.5%
RCS/TIG 806,468 6,845,000(4) 11.8%
(1) Mr. Stachowiak's beneficial ownership includes his direct beneficial holdings as well as his indirect beneficial holdings as the (i) owner-president of RCS, (ii) owner-manager of Stachowiak Equity, and (iii) owner-manager of RCS/TIG.
(2) Mr. Stachowiak's Total I&O Amount consists of the (i) 6,625,000 Common Shares reported by the Issuer as being issued and outstanding as of May 11, 2026, as reported by the Issuer in its Quarterly Report, (ii) 70,678 Common Shares that Mr. Stachowiak has the right to acquire within 60 days of the Filing Date of this Schedule 13D/A No. 10 upon the vesting of RSUs and (iii) 220,000 Common Shares that RCS/TIG has the right to acquire upon exercise of the Warrant.
(3) The Reporting Person's Total I&O Amount is equal to the 6,625,000 Common Shares reported by the Issuer as being issued and outstanding in its Quarterly Report.
(4) RCS/TIG's Total I&O Amount consists of the (i) 6,625,000 Common Shares reported by the Issuer as being issued and outstanding as of May 11, 2026, as reported by the Issuer in its Quarterly Report and (ii 220,000 Common Shares that RCS/TIG has the right to acquire upon exercise of the Warrant. |
| (b) | With respect to each Reporting Person as of the Filing Date, the information below reports the number of Common Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Each Reporting Person expressly disclaims beneficial ownership of all of the Common Shares reported in this Schedule 13D/A No. 10 except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this Schedule 13D/A No. 10 shall not be construed as an admission that any such Reporting Person is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D/A No. 10.
Reporting Sole Voting Shared Voting Sole Dispositive Shared Dispositive Total Beneficially
Person Power Power Power Power Owned
Mr.
Stachowiak 120,678 2,319,527(1) 120,678 2,319,527(1) 2,440,205
RCS 0 752,500 0 752,500 752,500
Stachowiak
Equity 0 760,559 0 760,559 760,559
RCS/TIG 0 806,468 0 806,468 806,468
(1) Includes: (i) 752,500 Common Shares held of record by RCS, of which Mr. Stachowiak is the president and which is wholly owned by the Raymond C Stachowiak Revocable Trust dated November 19, 1998 (the "Stachowiak Trust"), of which Mr. Stachowiak is the sole trustee; (ii) 760,559 Common Shares held of record by Stachowiak Equity, of which Mr. Stachowiak is the manager and which is owned 60% by the Stachowiak Trust, of which Mr. Stachowiak is the sole trustee, and 20% by each of two trusts established for Mr. Stachowiak's children (the "Stachowiak Children Trusts"), of which Mr. Stachowiak's spouse is the sole trustee; and (iii) 806,468 Common Shares held of record by RCS/TIG, of which Mr. Stachowiak is the manager and which is wholly owned by the Stachowiak Trust, of which Mr. Stachowiak is the sole trustee. The principal address of the Stachowiak Children Trusts is 7N120 Weybridge Drive, St. Charles, Illinois 60175. The principal business of the Stachowiak Children Trusts is to make and hold investments in securities and other assets. No other information required by Item 2 with respect to the Stachowiak Children Trusts is applicable. |
| (c) | Except as described in Item 3, Item 6, or elsewhere in this Schedule 13D/A No. 10, no transactions in the Common Shares reported in this Schedule 13D/A No. 10 were effected by the Reporting Persons during the past 60 days. |
| (d) | Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The response to Item 3 of this schedule 13D/A No. 10 is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit No. Description
99.1 Joint Filing Agreement by and among the Reporting Persons*
https://www.sec.gov/Archives/edgar/data/744825/000143774926021656/ex_981254.htm
99.2 Note and Warrant Purchase Agreement dated as of July 22, 2026 by and between American Shared Hospital Services and RCS/TIG Holdings LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on July 28, 2026).
https://www.sec.gov/Archives/edgar/data/744825/000143774926024677/ex_994034.htm
99.3 Promissory Note and Security Agreement dated as of July 22, 2026 by and between American Shared Hospital Services and RCS/TIG Holdings LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on July 28, 2026).
https://www.sec.gov/Archives/edgar/data/744825/000143774926024677/ex_994035.htm
99.4 Warrant dated as of July 22, 2026 by and between American Shared Hospital Services and RCS/TIG Holdings LLC.
* Previously filed. |
