TORONTO,
April 6,
2023 /PRNewswire/ - Greenbrook TMS Inc. (NASDAQ:
GBNH) ("Greenbrook" or the "Company") announced today
that the Ontario Securities Commission (the "OSC"), the
Company's principal regulator in Canada, has granted Greenbrook's
previously-announced application for the imposition of a management
cease trade order under National Policy 12-203 – Management
Cease Trade Orders ("NP 12-203").
Greenbrook made the application in connection
with its default with respect to not having filed its annual report
on Form 20-F for the year ended December 31,
2022 (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") by the prescribed filing deadline in
Canada of March 31, 2023.
The management cease trade order is to remain in
place until two full business days after Greenbrook files the
Required Documents and restricts all trading by Bill Leonard, Greenbrook's President and Chief
Executive Officer, and Erns Loubser, Greenbrook's Chief Financial
Officer and Treasurer, in securities of Greenbrook.
Greenbrook applied for a management cease trade
order as an alternative to the imposition by the OSC of a general
cease trade order. The management cease trade order prevents the
persons named in the order from trading in Greenbrook's securities
but does not affect the ability of other shareholders, including
the public, to trade in securities of Greenbrook.
As previously announced, Greenbrook's filing of
the Required Documents has been delayed as 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 Company is continuing to work 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 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.
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, 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.