Current Report Filing (8-k)
June 09 2021 - 2:32PM
Edgar (US Regulatory)
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0000792935
2021-06-04
2021-06-04
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xbrli:shares
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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): June 4, 2021
ETHEMA HEALTH CORPORATION
(Exact name of registrant
as specified in its charter)
Colorado
|
000-15078
|
84-1227328
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
1590
South Congress, Palm Springs, Florida 33403
|
(Address
of principal executive offices)
|
(561)
290-0239
|
(Registrant’s
telephone number, including area code)
|
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
|
[
]
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
Labrys
Fund, LP (“Labrys”)
On
June 4, 2021, the Company closed on a new financing with Labrys for an 11% $230,000.00 convertible note including a 10% OID. The note
has a fixed conversion price of $0.004 per share subject to adjustments should other new financings be done at more favorable terms.
The note is due 12 months from the issuance date. The funding included full warrant coverage of 52,272,227 shares at a conversion price
of $0.0044 per share for a period of five years. The foregoing summary of the terms and conditions of the Labrys Note does not purport
to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement by and between the
Company and Labrys, dated June 4, 2021 the Labrys Note and the Labrys Warrant which are filed as Exhibits 10.01, 10.02 and 10.03 hereto,
respectively.
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Item
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9.01 Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit No.
Description
10.01 Securities Purchase Agreement dated June 4, 2021 (Labrys SPA)
10.02 Convertible Promissory Note dated June 4, 2021 (Labrys Note)
10.03 Warrant Agreement dated June 4, 2021 (Labrys Warrant)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
June 9, 2021
By:
/s/ Shawn E. Leon
Name:
Shawn E. Leon
Title:
CEO
Ethema Health (PK) (USOTC:GRST)
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