July 1, 2024

John Farlinger
Executive Chairman and Chief Executive Officer
Assure Holdings Corp.
7887 East Belleview Avenue, Suite 240
Denver, Colorado 80111

        Re: Assure Holdings Corp.
            Schedule TO-I filed June 21, 2024
            File No. 005-92920
Dear John Farlinger:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.
Capitalized terms not defined herein have the same meaning as in your filing.

Schedule TO-I filed June 21, 2024; Offer Document
General

1.     Please revise the disclosure to include the actual amount of the offer
consideration, which,
       it appears, is 4,291.85 shares of Common Stock (i.e., $1,000 divided by
$0.233).
2.     Please disclose in the opening paragraph of the Schedule TO, and the
opening paragraph
       of the offer document, that the offer consideration may be adjusted to
reflect the Reverse
       Stock Split.
3.     We note the following disclosure on the cover page of the offer
document: "Holders
       otherwise entitled to receive a fractional share will receive a cash
payment in an amount
       equal to product (sic) of the Exchange Price multiplied by the fraction
of a share to which
       such Holder is entitled." As it is unclear whether "Exchange Price" is
defined to mean
       $0.233, or, alternatively, "the quotient of $1,000 divided by $0.233,"
it is also unclear
       what consideration a fractional share will receive. Please revise to
clarify.
 July 1, 2024
Page 2

4.     In the Schedule TO, we note references to "Assure Holdings Inc." and
"Assure Holdings
       Corporation," as opposed to "Assure Holdings Corp." Please revise, or
advise.
5.     In the Schedule TO, in both Item 12 and the Index to Exhibits, please
replace the
       reference to "Form of Letter of Transmittal" with "Letter of
Transmittal" and provide a
       link to the document.
6.     We note the following statement on page 2 of the Letter of Transmittal:
"The undersigned
       acknowledges that the Convertible Debenture will be exchanged within 1
business days
       (sic) of the full completion of the Offer with certificates or a DRS
advice slip representing
       the shares of common stock to be issued in the exchange to be sent
within 10 business
       days of the exchange." With a view towards more fulsome disclosure,
please clarify what
       you mean by "full completion of the Offer" (e.g., whether this relates
to the offer
       expiration date) and what the triggering event is for calculating the
period "within 10
       business days of the exchange."

       In addition, please clarify whether (and if so, how) the phrase "within
10 business days of
       the exchange" in your Letter of Transmittal differs from the phrase
"(within 10 days)
       following the expiration of the Offer Period" on page 25 of your offer
document.

       Further, the term "Offer" does not appear to be defined in the Letter of
Transmittal or
       elsewhere. Please revise.
Summary Terms of Convertible Note Exchange Offer, page 4

7.     We note your disclosure on page 5 that "Assure reserves the right to
terminate the
       Convertible Note Exchange Offer, in its sole discretion, at any time and
for any reason
       without accepting any of the tendered Assure Convertible Debentures.
This right of
       termination is for the sole benefit of Assure and may be asserted by
Assure regardless of
       the circumstances giving rise to such decision at any time." We also
note similar language
       on page 21. Such ability to terminate the offer in your sole discretion,
unrelated to the
       triggering of a listed condition, raises illusory offer concerns under
Section 14(e) of the
       Exchange Act. Please revise, or advise.
Unaudited Pro Forma Summary Consolidated Financial Data, page 7

8.     We note that there appear to be notes/footnotes in the summary financial
statements that
       are not explained. Please revise to include.
Questions & Answers, page 8

9.     We note your statement in Question and Answer 15 that "[y]our
determination of these
       matters will be final and binding on all parties" regarding the
validity, form, eligibility,
       and acceptance of any debentures. Please revise this and similar
statements throughout
       your materials (such as on pages 16 and 22) to remove the implication
that holders may
       not challenge your determinations and interpretations in a court of
competent jurisdiction.
10.    The second and third paragraphs under A.28 on page 12 appear to be
incorrect. Please
       delete, or advise.
Risk Factors, page 14
 July 1, 2024
Page 3

11.    We note the disclosure on page 16 regarding potential future
acquisitions of Assure
       Convertible Debentures. Please confirm your understanding that any such
acquisitions
       must be made in compliance with both Rule 14e-5 and Rule 13e-4(f)(6)
under the
       Exchange Act.
Cautionary Note Regarding Forward-Looking Statements, page 18

12.    We note the references to Section 27A of the Securities Act and Section
21E of the
       Exchange Act. Please note that the safe harbor provisions for
forward-looking statements
       contained in the federal securities laws do not apply to statements made
in connection
       with a tender offer. See, e.g., Section 21E(b)(2)(C) of the Exchange
Act. Please revise
       your disclosure to remove any potential implication to the contrary.
Conditions of the Convertible Note Exchange Offer, page 21

13.    The disclosure in this section does not appear to identify any
conditions to the offer other
       than properly submitting a completed Letter of Transmittal and the
holder's Assure
       Convertible Debenture (which is not ordinarily thought of as an offer
condition). Yet we
       note references to "the terms and conditions" of the offer throughout
your offer document,
       as well as to "customary conditions" on the cover page of your offer
document. Please
       clarify what conditions you are referring to throughout your document,
and revise your
       disclosure accordingly as appropriate.

       Further, we note the following disclosure on page 22: "We may assert
[the conditions] in
       our discretion regardless of the circumstances giving rise to them
before the Expiration
       Date. We may waive any condition, in whole or in part, at any time and
from time to time
       before the expiration date, in our discretion, whether or not we waive
any other condition
       to the Convertible Note Exchange Offer." When an offer condition is
"triggered," a bidder
       must promptly notify subject security holders whether it intends to
waive that condition
       and proceed with the offer, or assert the condition and terminate the
offer. To the extent
       you disclose any conditions to this offer in your offer document, please
revise this
       disclosure accordingly.
Acceptance for Issuance of the Exchange Consideration, page 25

14.    Refer to the following statement in this section: "The certificates or
DRS advice slips
       representing the shares of Common Stock to be issued as the Exchange
Consideration
       upon the exchange of Assure Convertible Debentures during the Offer
Period, will be
       delivered promptly (within 10 days) following the expiration of the
Offer Period." Please
       reconcile this statement and a similar statement in your Letter of
Transmittal with your
       disclosure on page 10 and elsewhere throughout your offer document that
"the Exchange
       Consideration will be sent to [holders] within 2 trading days" of the
offer's expiration. In
       addition, to the extent that payment of the Exchange Consideration will
not in fact be
       made within two business days, please advise as to how the offer
complies with Rule 14e-
       1(c).
Where You Can Find More Information and Incorporation by Reference, page 33

15.    We note your statement at the top of page 34 that you "incorporate by
reference all future
       documents we file with the SEC [...] until the expiration of the
Convertible Note
 July 1, 2024
Page 4

       Exchange Offer." Schedule TO does not specifically permit "forward
incorporation" of
       documents to be filed in the future. Rather, you must amend your
document to specifically
       list any such filings. Please revise.
Unaudited Pro Forma Consolidated Financial Data, page 34

16.    The explanation of note/footnote 5 appears to be missing, while there
does not appear to
       be a note/footnote 4 at all. Please revise, or advise.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or David
Plattner at 202-
551-8094.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions