Form 6-K AKUMIN INC. For: Sep 13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of September 2021

001-39479

(Commission File Number)

Akumin Inc.

(Exact name of Registrant as specified in its charter)

8300 W. Sunrise Boulevard

Plantation, Florida 33322

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Exhibit Index

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, thereunto duly authorized.

Exhibit 99.1

AKUMIN PROVIDES BI-WEEKLY MCTO STATUS UPDATE

Plantation, FL — September 13, 2021 — Akumin Inc. (NASDAQ/TSX: AKU) (“Akumin”) is providing this update on the status of the management cease trade order granted by the Ontario Securities Commission (the “OSC”), as principal regulator of Akumin, on August 20, 2021 (the “MCTO”) under National Policy 12-203 – Management Cease Trader Orders (“NP 12-203”). The MCTO was granted following Akumin’s application to the OSC once it was determined it was not in a position to file its interim financial report for the quarter ended June 30, 2021 along with the related management’s discussion and analysis and CEO and CFO certificates (collectively, the “Required Reports”) by the reporting deadline of August 16, 2021, as initially announced on August 15, 2021 (the “Default Announcement”). The management cease trade order prevents the officers and/or directors named in the order from trading in Akumin’s securities but does not affect the ability of other shareholders, including the public, to trade in securities of Akumin.

Akumin is continuing to work to complete the preparation of the analysis to conclude and facilitate the review of the Required Reports at the earliest possible date and currently expects to be in a position to file the Required Reports within 60 days of the original filing deadline, being October 15, 2021.

On September 11, 2021, Akumin entered into an amendment and waiver with respect to its revolving credit agreement. Pursuant to the amendment, the lenders have waived any default related to Akumin having not delivered the Required Reports to the lenders in accordance with the revolving credit agreement until October 15, 2021. Further, until the Required Reports are delivered to the lenders, the amounts available to draw under the revolving credit facility will be reduced from $55 million to $10 million. Akumin does not presently have any amounts due under the revolving credit facility.

Akumin confirms that since the date of the Default Announcement: (i) there has been no material change to the information set out in the Default Announcement that has not been generally disclosed; (ii) there has been no failure by Akumin in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default by Akumin under NP 12-203; and (iv) other than as disclosed above there is no other material information concerning the affairs of Akumin that has not been generally disclosed.

Akumin confirms that it will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements.

About Akumin Inc.

Akumin is a national partner of choice for U.S. hospitals, health systems and physician groups, with comprehensive solutions addressing outsourced radiology and oncology service line needs. With the acquisition of Alliance HealthCare Services, Akumin now provides (1) freestanding, fixed-site outpatient diagnostic imaging services through a network of more than 170 owned and/or operated independent imaging centers located in 11 states; and (2) outpatient radiology and oncology solutions to more than 1,000 hospitals and health systems in 46 states. By combining clinical and operational expertise with the latest advances in technology and information systems, Akumin and its ~4,000 Team Members facilitate more efficient and effective diagnosis and treatment for patients and their providers in 46 states. Akumin’s imaging procedures include MRI, CT, positron emission tomography (PET and PET/CT), ultrasound, diagnostic radiology (X-ray), mammography, and other interventional procedures; our cancer care services include a full suite of radiation therapy and related offerings. For more information, visit www.akumin.com and www.alliancehealthcareservices-us.com.

For more information relating this press release, please contact:

R. Jeffrey White

Investor Relations

1-866-640-5222

[email protected]

Forward Looking Information

Certain statements contained in this press release may constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “proposed” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Akumin’s current belief or assumptions as to the outcome and timing of such future events. In particular, this release contains forward-looking information relating to the anticipated filing of the Required Reports and Akumin’s intentions to continue to satisfy the provisions of the alternative information guidelines under NP 12-203. Such forward-looking information are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including, but not limited to, the risks described in greater detail in the “Risk Factors” section of Akumin’s Annual Information Form dated March 31, 2021, which is available at www.sedar.com and www.sec.gov. These risks are not intended to represent a complete list of the risks that could affect Akumin; however, these risks should be considered carefully. Further, various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Akumin. The forward-looking information contained in this release is made as of the date hereof and Akumin is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The TSX has not in any way passed upon the merits of and has neither approved nor disapproved the contents of this news release.

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Exhibit 99.2

AMENDMENT NO. 3 & WAIVER, dated as of September 11, 2021 (this “Amendment”), to that certain Revolving Credit Agreement, dated as of November 2, 2020 (as amended by Amendment No. 1 to such Revolving Credit Agreement, dated as of February 8, 2021, as further amended by Amendment No. 2 to such Revolving Credit Agreement, dated as of July 26, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, prior to the Amendment No. 3 Effective Date (as defined below), the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), among Akumin Inc., an Ontario corporation (the “Borrower”), certain subsidiaries of the Borrower party thereto as guarantors (collectively, the “Guarantors” and, individually, each a “Guarantor”), the lenders from time to time party thereto (the “Lenders”) and BBVA USA, as Administrative Agent and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.

RECITALS

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders make certain amendments to the Existing Credit Agreement as set forth herein;

WHEREAS, (i) Section 7.01(b) of the Existing Credit Agreement requires the Borrower to deliver not later than forty-five days after the end of its fiscal quarter ended June 30, 2021, its consolidated balance sheet as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detailed and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower in accordance with IFRS (or GAAP if so elected pursuant to Section 1.03 of the Existing Credit Agreement), subject only to normal year-end audit adjustments and the absence of footnotes, accompanied by a customary management’s discussion and analysis relating to such fiscal quarter, (ii) Section 7.01(c) of the Existing Credit Agreement requires the Borrower to deliver, simultaneously with the delivery of the consolidated financial statements for its fiscal quarter ended June 30, 2021, if during such period the Borrower shall have one or more material Unrestricted Subsidiaries, information in reasonable detail summarizing the material differences between the financial statements delivered under the Existing Credit Agreement and the results of operations (income statement) and financial condition (balance sheet) of the Borrower and its Subsidiaries without giving effect to the results or condition of any such Unrestricted Subsidiaries (the items in clauses (i) and (ii) of this WHEREAS clause shall be referred to collectively as the “2021 Second Quarter Financials”) and (iii) Section 7.02(a) of the Existing Credit Agreement requires the Borrower to deliver, within five Business Days following delivery of the financial statements for its fiscal quarter ended June 30, 2021, a duly completed Compliance Certificate pertaining to such fiscal quarter signed by a Responsible Officer of the Borrower (such Compliance Certificates, the “2021 Second Quarter Compliance Certificate” and, together with the 2021 Second Quarter Financials, the “2021 Second Quarter Documents”);

WHEREAS, the Borrower has failed to deliver the 2021 Second Quarter Documents by the dates specified in the relevant Sections of the Existing Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders waive any Default and Event of Default relating to its failure to deliver the 2021 Second Quarter Documents by the dates specified in the relevant Sections of the Existing Credit Agreement (collectively, the “Specified Defaults”);

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WHEREAS, subject to the terms and condition set forth herein, the Administrative Agent and the Required Lenders hereby agree to amend the Existing Credit Agreement as set forth herein and to waive the Specified Defaults;

WHEREAS, Section 11.01 of the Existing Credit Agreement provides that the Credit Parties and the Required Lenders may amend and/or waive certain provisions of the Existing Credit Agreement and the other Credit Documents for certain purposes; and

WHEREAS, each Lender that has executed this Amendment in its capacity as a Lender has agreed to consent to this Amendment and such Lenders collectively constitute the Required Lenders.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.     Amendment and Waiver.

(i)     Effective as of the Amendment No. 3 Effective Date (as defined below), the Borrower, the Administrative Agent and the Required Lenders hereby agree that the Existing Credit Agreement is hereby amended as follows:

(a)     Section 1.01 of the Existing Credit Agreement is hereby amended to add the following defined term in the appropriate alphabetical order:

“2021 Second Quarter Compliance Certificate” shall have the meaning assigned to such term in Amendment No. 3.

“2021 Second Quarter Compliance Certificate Deadline” shall mean October 22, 2021.

“2021 Second Quarter Financials” shall have the meaning assigned to such term in Amendment No. 3.

“2021 Second Quarter Financials Deadline” shall mean October 15, 2021.

“Amendment No. 3” shall mean Amendment No. 3 and Waiver to this Agreement dated as of September 11, 2021.

(b)     Section 7.01(b) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (or, in the case of the fiscal quarter ended June 30, 2021, not later than October 15, 2021), a consolidated balance sheet of the Borrower as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes, accompanied by a customary management’s discussion and analysis relating to such fiscal quarter; and”.

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(c)     Section 5.02 of the Existing Credit Agreement is hereby amended to insert the following new clause in appropriate alphabetical order as follows:

“(d) Until such time as the Administrative Agent shall have (i) received, on or prior to the 2021 Second Quarter Financials Deadline, the 2021 Second Quarter Financials in accordance with Section 7.01(b) and Section 7.01(c) and (ii) received, on or prior to the 2021 Second Quarter Compliance Certificate Deadline, the 2021 Second Quarter Compliance Certificate in accordance with Section 7.02(a), such proposed Credit Extension shall not cause the Outstanding Amount of Revolving Obligations to exceed $10.0 million.”

(ii)     Effective as of the Amendment No. 3 Effective Date (as defined below), the Administrative Agent and the Required Lenders hereby waive the Specified Defaults; provided that such waiver shall become null and void if (a) the 2021 Second Quarter Financials are not delivered by Borrower to the Administrative Agent on or before the 2021 Second Quarter Financials Deadline or (b) the 2021 Second Quarter Compliance Certificate is not delivered by Borrower to the Administrative Agent on or before the 2021 Second Quarter Compliance Certificate Deadline.

Section 2.     Effectiveness. This Amendment shall be deemed effective as of September 11, 2021 upon (a) the making of such payments by Borrower to ensure that the Revolving Obligations are not in excess of $10.0 million as of such date and (b) the Administrative Agent’s receipt of counterparts of this Amendment, executed and delivered by a duly authorized officer of each of (i) the Borrower and (ii) Lenders constituting the Required Lenders (the “Amendment No. 3 Effective Date”).

Section 3.     Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof, after giving effect to the terms of this Amendment (including the waiver of the Specified Defaults provided for in this Amendment):

(a)     the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement or in any other Credit Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality are true and correct in all respects); and

(b)     no Default or Event of Default exists on and as of the date hereof.

Section 4.     Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute,” “signature” and words of like import in this Amendment shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 5.     Applicable Law. THIS AMENDMENT AND THE CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6.     Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

Section 7.     Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Amended Credit Agreement or any other Credit Document; and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Credit Document for purposes of the Amended Credit Agreement and from and after the Amendment No. 3 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. Each of the Credit Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Amended Credit Agreement and (iii) agrees that all security interests granted by it pursuant to any Credit Document (whether before, on or after the Amendment No. 3 Effective Date) shall secure (and continue to secure) the Obligations under the Credit Documents as amended by this Amendment. The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant to this Amendment and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Credit Documents as in effect prior to the Amendment No. 3 Effective Date.

Section 8.     SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF SUCH STATE AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN THE PRIOR PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE AMENDED CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 9.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]

[Signature Page to Akumin Amendment No. 3]