Greenbrook TMS (GBNH) Announces $4.4M Equity Purchase Deal

July 13, 2023 4:39 PM EDT

Greenbrook TMS Inc. (NASDAQ: GBNH) today announced that the Company has entered into a purchase agreement with Alumni Capital LP that provides equity line financing for sales from time to time of up to approximately $4.4 million of common shares in the share capital of the Company. The Common Shares will be issued from time to time in connection with the delivery of purchase notices delivered by the Company to the Investor, at variable prices as set forth therein, in accordance with the terms of the Agreement.

Among other limitations, each individual sale of Purchase Shares will be limited to no more than the number of Common Shares that would result in the direct or indirect beneficial ownership by the Investor of more than 9.99% of the then-outstanding Common Shares.

In exchange for the Investor entering into the Agreement, Greenbrook will issue 212,293 Common Shares to the Investor (the "Commitment Shares" and together with the Purchase Shares, the "Offered Shares"). The Agreement expires upon the earlier of the aggregate offering amount of Offered Shares meeting the Maximum Commitment Amount or December 31, 2023. The Company intends to use the proceeds from the offering for general corporate and working capital purposes.

The Agreement contains customary representations, warranties and covenants by each of the Company and the Investor. Greenbrook controls the timing and amount of any future sales of its Common Shares, subject to the terms of the Agreement. The Investor has no right to require any sales of Purchase Shares by the Company, but is obligated to make purchases of Purchase Shares from the Company from time to time, pursuant to directions from the Company, in accordance with the Agreement and the applicable Purchase Notice(s). A copy of the Purchase Agreement may also be obtained when filed on a Report of Foreign Issuer on Form 6-K on the SEC's website at www.sec.gov.

The offering of Common Shares described in this press release is being made pursuant to the Company's effective shelf registration statement on Form F-3 (File No. 333-264067) (the "Registration Statement"), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement, dated as of July 13, 2023 (the "Prospectus Supplement") to be filed with the Securities and Exchange Commission (the "SEC"). Copies of the Prospectus Supplement may be obtained when filed with the SEC at the SEC's website at www.sec.gov.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.



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