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 November 2023
Commission File Number: 001-40199
Greenbrook TMS Inc.
(Translation of the registrant’s name
into English)
890 Yonge Street, 7th Floor
Toronto, Ontario
Canada M4W 3P4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
The following document, which is attached as an exhibit hereto, is
incorporated by reference herein:
SIGNATURE
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.
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GREENBROOK TMS INC. |
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Date: November 21, 2023 |
By: |
/s/ Bill Leonard |
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Name: Bill Leonard |
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Title: President & CEO |
Exhibit 99.1
Greenbrook TMS Announces
Settlement of Ongoing Litigation
November 21,
2023 — Toronto, Ontario — Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”)
announced today that the Company has entered into a settlement agreement with the plaintiff regarding the previously-announced breach
of contract claim in connection with an approximately $2 million promissory note that was issued to a lender associated with Mr. Benjamin
Klein, a seller of Check Five LLC (doing business as “Success TMS”), that the Company acquired in July 2022 (the “Klein
Note Action”). Under the terms of the settlement agreement, the Company will make payments to the plaintiff in the total amount
of approximately $2.2 million, structured as an initial immediate payment of $250,000, weekly payments of $75,000 thereafter up to and
until the May 1, 2024 maturity date of the promissory note, upon which the balance owing will be due. In exchange for entry into
the settlement agreement, the plaintiffs will immediately dismiss, with prejudice, the Klein Note Action and both parties will provide
a mutual release of claims.
Contemporaneous
with, but not included in the settlement agreement, the parties have also agreed to stay the separate complaint concerning alleged
disputes arising out of the purchase agreement for the acquisition of Success TMS and other related matters (the “Purchase
Agreement Claims” and, collectively with the Klein Note Action, the “Klein Matters”) for up to six
months, subject to court approval.
Mr. Benjamin Klein,
a seller of Success TMS and a plaintiff in the Klein Matters, is a former director and a significant shareholder of Greenbrook. Mr. Klein
was also the Chief Operating Officer of Greenbrook from July 2022 until his termination by the Company effective May 4, 2023.
About Greenbrook TMS
Inc.
Operating through 130
Company-operated treatment centers, 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 1.3 million treatments to
over 40,000 patients struggling with depression.
Cautionary Note Regarding
Forward-Looking Information
Certain statements contained in this press release,
including statements relating to the Klein Matters and the Settlement Agreement, 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. Particularly,
information regarding the status of the Klein Matters and compliance with the terms of the settlement agreement, may be forward-looking
information. 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 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 Company’s common shares (the
“Common Shares”) reducing the Company’s ability to raise capital; inability to satisfy debt covenants under the
Company’s credit facility with Madryn Asset Management, LP (the “Credit Facility”) and the potential acceleration
of indebtedness; risks related to resolution of the Purchase Agreement Claims and compliance with the terms of the settlement agreement;
risks related to the ability to continue to negotiate amendments to the 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 Common Shares as a result of the Company’s
recent delisting notification and potential inability to regain compliance with the Nasdaq Stock Market’s listing rules; 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 United States Securities and Exchange Commission from time to time, available at www.sedarplus.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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