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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):
March 21, 2024
GREENBROOK TMS INC.
(Exact name of registrant as specified in its
charter)
| Ontario |
|
001-40199 |
|
98-1512724 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS Employee
Identification No.) |
890 Yonge Street, 7th Floor
Toronto, Ontario Canada
M4W 3P4
(Address of Principal Executive Offices)
(866) 928-6076
(Registrant’s telephone number, including
area code)
(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(s) |
|
Name of Each Exchange
on Which Registered |
| Common Shares, without par value |
|
GBNH(1) |
|
The Nasdaq Stock Market LLC |
(1) As described herein, Greenbrook TMS Inc. (the “Company”)
intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Company’s
common shares (the “Common Shares”) from the Nasdaq Stock Market LLC (“Nasdaq”) on or about April 1,
2024, with the delisting becoming effective 10 days after such filing. The deregistration of the Common Shares under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be effective 90 days after filing of the
Form 25, or such shorter period as the SEC may determine.
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 Exchange Act (§240.12b-2 of this chapter).
Emerging growth company x
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On
March 21, 2024, the Company notified Nasdaq of its intention to file a Form 25 to delist the Common Shares from trading
on Nasdaq following approval by the OTC Market Group Inc. (“OTC”) of the Company’s application to quote the Common
Shares on the OTCQB Market. Beginning on March 22, 2024, the Common Shares are quoted on OTCQB under the symbol “GBNHF”.
As previously disclosed, the
Common Shares were suspended from trading on Nasdaq as of February 26, 2024, pursuant to a final delisting notice sent to the Company
by the Listing Qualifications Department of Nasdaq due to the continued failure of the Company to satisfy either the $1.00 minimum bid
price listing requirement in Nasdaq Listing Rule 5550(a)(2) or the minimum stockholders’ equity requirements in Nasdaq
Listing Rule 5550(b). The Company has determined to file the Form 25 to formally delist the Common Shares from Nasdaq on a voluntary
basis, in advance of the anticipated filing by Nasdaq of a Form 25 with the SEC, in order to accelerate the timeline for deregistration
under Section 12(b) of the Exchange Act, which will reduce certain SEC reporting compliance burdens, and therefore lower the
Company’s administrative expenses and free up management time to operate the business and further develop its strategy.
The Company anticipates that
it will file its own Form 25 with the SEC on or about April 1, 2024, which would complete the process for delisting its Common
Shares from Nasdaq when the Form 25 becomes effective, no earlier than ten days thereafter. The Form 25 will also serve to deregister
the Common Shares under Section 12(b) of the Exchange Act, effective 90 days thereafter.
Certain statements contained
in this Current Report on Form 8-K, including statements relating to the anticipated benefits of SEC deregistration of the Common
Shares under Section 12(b) of the Exchange Act, may constitute “forward-looking information” within the meaning
of applicable securities laws in Canada and “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995 (collectively, “forward-looking information”). Forward-looking information may relate
to the Company’s future financial and liquidity outlook and anticipated events or results and may include information regarding
the Company’s business, financial position, results of operations, business strategy, growth plans and strategies, technological
development and implementation, budgets, operations, financial results, taxes, dividend policy, plans and objectives. In some cases, forward-looking
information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”,
“estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”,
“intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words
and phrases or statements that certain actions, events or results “may”, “should”, “could”, “would”,
“might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any
statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking
information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates
and projections regarding future events or circumstances.
Forward-looking information
is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date
of this Current Report on Form 8-K, are subject to known and unknown risks, uncertainties, assumptions and other factors that may
cause the actual results, level of activity, performance or achievements or future events or developments to differ materially from those
expressed or implied by the forward-looking statements, including, without limitation: macroeconomic factors such as inflation and recessionary
conditions, substantial doubt regarding the Company’s ability to continue as a going concern due to recurring losses from operations;
inability to increase cash flow and/or raise sufficient capital to support the Company’s operating activities and fund its cash
obligations, repay indebtedness and satisfy the Company’s working capital needs and debt obligations; prolonged decline in the price
of the Common Shares reducing the Company’s ability to raise capital; inability to satisfy debt covenants under the Company’s
credit facility with affiliates of Madryn Asset Management, LP (the “Credit Agreement”) and the potential acceleration
of indebtedness; risks related to the resolution of the Company’s ongoing litigation with Benjamin Klein and compliance with the
terms of their settlement agreement; risks related to the ability to continue to negotiate amendments to the Credit Agreement to prevent
a default; risks relating to the Company’s ability to deliver and execute on the previously-announced restructuring plan (the “Restructuring
Plan”) and the possible failure to complete the Restructuring Plan on terms acceptable to the Company or its suppliers (including
Neuronetics, Inc.), or at all; risks relating to maintaining an active, liquid and orderly trading market for Common Shares as a
result of the Company’s forthcoming delisting from Nasdaq; risks relating to the Company’s ability to realize expected cost-savings
and other anticipated benefits from the Restructuring Plan; risks related to the Company’s negative cash flows, liquidity and its
ability to secure additional financing; increases in indebtedness levels causing a reduction in financial flexibility; inability to achieve
or sustain profitability in the future; inability to secure additional financing to fund losses from operations and satisfy the Company’s
debt obligations; risks relating to strategic alternatives, including restructuring or refinancing of the Company’s debt, seeking
additional debt or equity capital, reducing or delaying the Company’s business activities and strategic initiatives, or selling
assets, other strategic transactions and/or other measures, including obtaining bankruptcy protection, and the terms, value and timing
of any transaction resulting from that process; claims made by or against the Company, which may be resolved unfavorably to us; risks
relating to the Company’s dependence on Neuronetics, Inc. as its exclusive supplier of TMS devices. Additional risks and uncertainties
are discussed in the Company’s materials filed with the Canadian securities regulatory authorities and the SEC from time to time,
available at www.sedarplus.ca and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors
that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. The forward-looking statements contained in this Current Report on Form 8-K are made as of
the date of this report, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking
information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except
as required by law.
| Item 7.01 | Regulation FD Disclosure. |
On
March 21, 2024, the Company issued a press release announcing the quotation of its Common Shares on OTCQB and its intention to file
a Form 25. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The
information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of the Exchange Act, or otherwise
subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether
made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
Date: March 26, 2024
| |
Greenbrook TMS Inc. |
| |
|
|
| |
By: |
/s/ Bill Leonard |
| |
Name: |
Bill Leonard |
| |
Title: |
President & Chief Executive Officer |
Exhibit 99.1
GREENBROOK ANNOUNCES QUOTATION ON OTCQB
March 21,
2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”)
announced that the OTC Market Group Inc. (“OTC”) has approved the Company’s application to quote the Company’s
common shares (the “Common Shares”) on the OTCQB Market. The Company’s Common Shares will be quoted on OTCQB
starting on March 22, 2024, under the symbol GBNHF.
The Company is also announcing that following
the suspension of the Common Shares from trading on Nasdaq Capital Market (“Nasdaq”) on February 26, 2024, the
Company plans to provide formal notice to Nasdaq of its intention to formally delist the Common Shares from Nasdaq on a voluntary basis,
in advance of the anticipated filing by Nasdaq of a Form 25 (Notification of Removal of Listing) with the Securities and Exchange
Commission (the “SEC”). As previously disclosed, the Common Shares were suspended pursuant to a final delisting notice
sent to the Company by the Listing Qualifications Department of Nasdaq due to the continued failure of the Company to satisfy either the
$1.00 minimum bid price listing requirement in Nasdaq Listing Rule 5550(a)(2) or the minimum stockholders’ equity requirements
in Nasdaq Listing Rule 5550(b).
The Company currently anticipates that it will
file its own Form 25 with the SEC on or about April 1, 2024, which would complete the process for delisting its Common Shares
from Nasdaq when the Form 25 becomes effective no earlier than ten days thereafter. The Form 25 will also serve to deregister
the Common Shares under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),
effective 90 days thereafter. The Company has determined to file its own Form 25 in advance of the anticipated Nasdaq filing of a
Form 25 in order to accelerate the timeline for deregistration under Section 12(b) of the Exchange Act, which will reduce
certain SEC reporting compliance burdens, and therefore lower the Company’s administrative expenses and free up management time
to operate the business and further develop its strategy.
Neither the filing of the Form 25 nor the
official delisting of the Common Shares will impact the quotation of the Common Shares on the OTCQB.
About Greenbrook TMS Inc.
Operating through 130 Company-operated treatment
centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy and Spravato® (esketamine
nasal spray), FDA-cleared, non-invasive therapies for the treatment of Major Depressive Disorder (“MDD”) and other
mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known
to be directly associated with mood regulation. Spravato® is offered to treat adults with treatment-resistant depression and depressive
symptoms in adults with MDD with suicidal thoughts or actions. Greenbrook has provided more than 1.3 million treatments to over 40,000
patients struggling with depression.
For further information please contact:
Glen Akselrod
Investor Relations
Greenbrook TMS Inc.
Contact Information:
investorrelations@greenbrooktms.com
1-855-797-4867
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release may
constitute forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the
United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information
can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”,
“intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”,
or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”,
“might”, “will” or “will be taken”, “occur” or “be achieved”. In addition,
any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking
information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations,
estimates and projections regarding future events.
Forward-looking information is necessarily based
on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release,
are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity,
performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking
statements, including, without limitation: macroeconomic factors such as inflation and recessionary conditions, substantial doubt regarding
the Company’s ability to continue as a going concern due to recurring losses from operations; inability to increase cash flow and/or
raise sufficient capital to support the Company’s operating activities and fund its cash obligations, repay indebtedness and satisfy
the Company’s working capital needs and debt obligations; prolonged decline in the price of the Common Shares reducing the Company’s
ability to raise capital; inability to satisfy debt covenants under the Company’s credit facility and the potential acceleration
of indebtedness; including as a result of an unfavorable decision in respect of the litigation with Benjamin Klein; risks related to
the ability to continue to negotiate amendments to the Company’s credit facility to prevent a default; risks relating to the Company’s
ability to deliver and execute on the previously-announced restructuring plan (the “Restructuring Plan”) and the possible
failure to complete the Restructuring Plan on terms acceptable to the Company or its suppliers (including Neuronetics, Inc.), or
at all; risks relating to maintaining an active, liquid and orderly trading market for the Common Shares as a result of the Company’s
suspension of trading on Nasdaq; risks relating to the Company’s ability to realize expected cost-savings and other anticipated
benefits from the Restructuring Plan; risks related to the Company’s negative cash flows, liquidity and its ability to secure additional
financing; increases in indebtedness levels causing a reduction in financial flexibility; inability to achieve or sustain profitability
in the future; inability to secure additional financing to fund losses from operations and satisfy the Company’s debt obligations;
risks relating to strategic alternatives, including restructuring or refinancing of the Company’s debt, seeking additional debt
or equity capital, reducing or delaying the Company’s business activities and strategic initiatives, or selling assets, other strategic
transactions and/or other measures, including obtaining bankruptcy protection, and the terms, value and timing of any transaction resulting
from that process; claims made by or against the Company, which may be resolved unfavorably to us; risks relating to the Company’s
dependence on Neuronetics, Inc. as its exclusive supplier of TMS devices. Additional risks and uncertainties are discussed in the
Company’s materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedarplus.ca and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect
the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will
prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and
the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors
or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
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