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): September 17, 2024
GREENBROOK TMS INC.
(Exact name of registrant as specified in its charter)
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Ontario
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001-40199
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98-1512724
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employee
Identification No.)
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890 Yonge Street, 7th Floor
Toronto, Ontario Canada
M4W 3P4
(Address of Principal Executive Offices)
(866) 928-6076
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange
Act. ☐
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Item 7.01
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Regulation FD Disclosure.
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On September 17, 2024, Neuronetics, Inc (“Neuronetics”) filed a joint proxy statement / management information circular (the “Joint Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) concerning special shareholder and stockholder meetings of both Greenbrook TMS Inc. (the “Company”) and Neuronetics regarding the proposed acquisition of all of the Company’s issued and outstanding common shares by Neuronetics (the “Transaction”), among other
matters. The Company continues to file certain periodic reports with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); however, because the Company no
longer has a class of securities registered under Section 12(b) of the Exchange Act, it is not subject to U.S. proxy rules and instead prepares its management information circular in accordance with Canadian corporate and securities law
requirements.
The Joint Proxy Statement includes information about the Company and the proposed Transaction. Accordingly, a copy of the Joint Proxy Statement, which has been filed by the Company with the
Canadian securities regulatory authorities, is furnished herewith as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated in this Item 7.01 by reference.
The information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01 shall not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 17, 2024
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Greenbrook TMS Inc.
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By:
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/s/ Bill Leonard
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Name:
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Bill Leonard
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Title:
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President & Chief Executive Officer
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