New insider Greybrook Health Inc. claimed ownership of 7,000,424 shares (SEC Form 3)
$GBNH
Misc Health and Biotechnology Services
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Greenbrook TMS Inc. [ GBNH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 6,800,424 | D(1) | |
| Common Shares | 200,000 | I | See Footnote(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | 02/28/2023 | 02/28/2028 | Common Shares | 135,870 | $1.84(3) | D(1) | |
| Warrants | 08/01/2023 | 08/01/2028 | Common Shares | 250,000 | (4) | D(1) | |
| Subordinated Convertible Notes(5) | 08/15/2023 | (6) | Common Shares | 13,340,615(7) | (8) | D(1) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities reported are held directly by Greybrook Health Inc. ("Greybrook Health") and may be deemed to be beneficially owned by The Vamvakas Family Trust (2015) as disclosed by Greybrook Health in a Schedule 13D/A field with the Securities and Exchange Commission on October 2, 2023. |
| 2. Represents the Greenbrook TMS Inc. (the "Company") common shares (the "Common Shares") that are directly owned by Greybrook Realty Partners Inc., an affiliate of Greybrook Health and an indirect subsidiary of The Vamvakas Family Trust (2015). |
| 3. The exercise price of these warrants are subject to customary anti-dilution adjustments. |
| 4. The exercise price of these warrants is equal to (a) if the Common Shares are listed on the Nasdaq Stock Market ("Nasdaq") or any other trading market at the time of exercise, 85.0% of the volume-weighted average trading price of the Common Shares on the Nasdaq (or, if not listed on Nasdaq, then such other trading market on which the Common Shares are principally traded, based upon daily share volume) for the five trading days immediately preceding the exercise date, or (b) if the Common Shares are not listed on any trading market at the time of exercise, a per share price based on fair market value, as determined by the board of directors of the Company, in each case subject to customary anti-dilution adjustments. |
| 5. On August 15 and August 28, 2023, Greybrook Health acquired from the Company, upon purchase and upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $2,937,603.54 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes"). |
| 6. The latest date that the Subordinated Convertible Notes can mature is March 31, 2028. |
| 7. The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Prices (as defined in footnote 8) by the aggregate principal amount of Greybrook Health's Subordinated Convertible Notes. |
| 8. The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments. |
| Remarks: |
| /s/ Sasha Cucuz for Greybrook Health Inc. and The Vamvakas Family Trust (2015) | 01/02/2024 | |
| /s/ Shawn Walsh for The Vamvakas Family Trust (2015) | 01/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||