TORONTO, March 29,
2023 /CNW/ - Greenbrook TMS Inc. (NASDAQ: GBNH)
("Greenbrook" or the "Company") announced today the
Company's potential delay in the filing of its annual report on
Form 20-F for the year ended December 31,
2022 (the "Annual Report") beyond the prescribed
filing deadline in Canada.
Both management and the Company's external auditors, KPMG LLP,
agreed that additional information and analysis is necessary in
order to complete the preparation and audit of the Company's annual
consolidated financial statements for the year ended December 31, 2022 contained in the Annual Report.
The additional information and analysis relates to potential
non-cash impairment charges relating to non-financial assets
resulting from the Company's previously-announced restructuring
plan (the "Restructuring Plan"). The production and analysis
by the Company and KPMG LLP's subsequent audit of this additional
information will not be completed prior to the Canadian filing
deadline of March 31, 2023.
As a result, Greenbrook will not file the Annual Report, which
includes the Company's annual consolidated financial statements as
at and for the year ended December 31,
2022, the related management's discussion and analysis, the
Company's annual information form, and CEO and CFO certificates
relating to the audited annual financial statements, as required by
National Instrument 52-109 – Certification of Disclosure in
Issuers' Annual and Interim Filings (such filings,
collectively, the "Required Documents") before the
March 31, 2023 deadline.
The Company is currently working diligently to complete the
preparation of the analysis to conclude and facilitate the audit of
the annual consolidated financial statements by KPMG LLP at the
earliest possible date, and currently expects to be in a position
to file the Required Documents by April 17,
2023.
Greenbrook has also applied to the Ontario Securities Commission
(the "OSC"), as principal regulator for the Company, for the
imposition of a management cease trade order under National Policy
12-203 – Management Cease Trade Orders ("NP 12-203")
throughout the duration of the default. However, there can be no
assurance that a management cease trade order will be granted.
The management cease trade order, if approved, will generally
not affect the ability of persons who are not or have not been
management of Greenbrook to trade in its securities.
The Company has also received a waiver (the "Waiver")
from its lender, Madryn Asset Management, LP ("Madryn"),
with respect to the Company's existing credit facility (the
"Credit Facility"). Pursuant to the Waiver, Madryn has
waived any default related to Greenbrook having not delivered the
Required Documents to Madryn in accordance with the terms of the
Credit Facility, so long as the Required Documents are delivered to
Madryn on or prior to April 28,
2023.
Greenbrook confirms that it will 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. The OSC may issue a general cease trade order against
Greenbrook for failure to file the Required Documents within the
prescribed time period or sooner if Greenbrook fails to file its
status reports during the prescribed time limits.
Greenbrook confirms that there are no insolvency proceedings to
which the Company is subject and there is no other material
information relating to its affairs that has not been generally
disclosed.
Other than as disclosed herein, the Company is up to date in its
filing obligations.
About Greenbrook TMS Inc.
Operating through 133 Company-operated treatment centers
(following completion of the Restructuring Plan), Greenbrook is a
leading provider of Transcranial Magnetic Stimulation
("TMS") 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 one million treatments to over
27,000 patients struggling with depression.
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release, including statements
regarding the timing, review, audit, completion and filing of the
Required Documents, the application and grant of a management cease
trade order by the OSC and the potential issuance of a general
cease trade order by the OSC, 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 to be materially different from those
expressed or implied by such forward-looking information,
including, but not limited to, risks relating to our ability to
successfully complete the Restructuring Plan, risks relating to our
ability to satisfy cash requirements necessary to operate our
business and remain in compliance with our credit facility,
macroeconomic factors such as inflation and recessionary
conditions, as well as the factors described in greater detail in
the "Risk Factors" section of the Company's annual report on Form
20-F for the fiscal year ended December 31,
2021, in the "Risks and Uncertainties" section of the
Company's management's discussion and analysis for the three and
nine months ended September 30, 2022,
and in the Company's other materials filed with the Canadian
securities regulatory authorities and the United States Securities
and Exchange Commission from time to time, available at
www.sedar.com 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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SOURCE Greenbrook TMS Inc.