GBNHF Greenbrook TMS Inc (PK)

As filed with the Securities and Exchange Commission on December 10, 2024

Registration No. 333-257680

Registration No. 333-254880

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-257680

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-254880

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GREENBROOK TMS INC.

(Exact name of registrant as specified in its charter)

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Amended and Restated Omnibus Equity Incentive Plan

Amended and Restated Stock Option Plan

(Full title of the plans)

TMS NeuroHealth Centers Inc.

8401 Greensboro Drive, Suite 425

Tysons Corner, Virginia, 22102

(Name and address of agent for service)

+1 (416) 322-9700

(Telephone number, including area code, of agent for service)

With copies to:

Christopher R. Bornhorst, Esq.

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036, USA

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

These Post-Effective Amendments (these “Post Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Greenbrook TMS Inc., an Ontario corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

Effective as of December 9, 2024, pursuant to the Arrangement Agreement, dated as of August 11, 2024, between the Company and Neuronetics, Inc. (“Neuronetics”), Greenbrook and Neuronetics completed an arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) under which Neuronetics acquired all of the issued and outstanding common shares (the “Common Shares”) in the capital of the Company.

As a result of the Arrangement, the Company has terminated all offerings of the Common Shares pursuant to the Registration Statements. Accordingly, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all Common Shares that are registered but unsold under the Registration Statements, if any. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Common Shares, and the Company hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tysons Corner, State of Virginia, on December 10, 2024.

No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the Registrant’s duly authorized representative in the United States has signed this Registration Statement on this 10^th day of December, 2024.