Greenbrook TMS Announces US$8.25 Million Equity and Debt Financings
Summary
TORONTO, March 24, 2023 /CNW/ - Greenbrook TMS Inc. (GBNH) ("Greenbrook" or the "Company") today announced that it has (i) completed a non-brokered private placement (the "Private Placement") of common shares of the Company (the "Common Shares") for aggregate gross proceeds of approximately US$6.25 million, and (ii) entered into amendments to its credit facility (the "Credit Facility") with Madryn Asset Management, LP and affiliates thereof ("Madryn"), whereby Madryn has agreed to extend two additional tranches of debt financing to the Company in an aggregate principal amount of US$2.0 million (the "New Loan").Pursuant to the Private Placement, an aggregate of 11,363,635 Common Shares were issued at a price of US$0.55 per share, for aggregate gross proceeds to the Company of approximately US$6.25 million. In connection with the Private Placement, all investors have received customary registration rights.The offer and sale of the Common Shares in the Private Placement was made in the United States solely to accredited investors pursuant to the exemption from registration in reliance on a private placement exemption under Section 4(a)(2) under the United States Securities Act of 1933, as amended (the "Securities Act") and in Canada pursuant to and in compliance with exemptions from the prospectus requirements of applicable Canadian securities laws.This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.Madryn has agreed to extend two additional tranches of the New Loan to the Company, each in the amount of US$1.0 million, representing an aggregate principal amount of US$2.0 million. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Companys market capitalization.Operating through 133 Company-operated treatment centers (following completion of the Restructuring Plan), Greenbrook is a leading provider of Transcranial Magnetic Stimulation ("TMS") and Spravato\xae (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. Greenbrook has provided more than one million treatments to over 27,000 patients struggling with depression.Certain information in this press release, including statements with respect to the Private Placement, the New Loan (including the timing for funding the balance thereof) and the anticipated use of proceeds therefrom, as well as statements regarding the Companys liquidity and ability to meet its cash requirements, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. Statements containing forward-looking information are not historical facts but instead represent managements expectations, estimates and projections regarding future events.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 to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, macroeconomic factors such as inflation and recessionary conditions, substantial doubt regarding the Companys 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 our operating activities and fund our cash obligations, repay our indebtedness and satisfy our working capital needs; inability to satisfy debt covenants under our Credit Facility and the potential acceleration of indebtedness; the possible failure to complete the Restructuring Plan on terms acceptable to us or our suppliers (including Neuronetics Inc.), or at all; risks relating to our ability to realize expected cost-savings and other anticipated benefits from the Restructuring Plan; risks related to the Companys negative cash flows, liquidity and its ability to secure additional financing; increases in indebtedness levels causing a reduction in financial flexibility; risks relating to our dependence on Neuronetics Inc. as our exclusive supplier of TMS devices; and the other factors described in greater detail in the "Risk Factors" section of the Companys annual report on Form 20-F for the fiscal year ended December 31, 2021, in the "Risks and Uncertainties" section of the Companys managements discussion and analysis for the three and nine months ended September 30, 2022, and in the Companys other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively.