Form 8-K - Current report

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): July 12, 2024

GREENBROOK TMS INC.

(Exact name of registrant as specified in its charter)

Ontario

001-40199

98-1512724

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(IRS Employee

Identification No.)

890 Yonge Street, 7^th 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

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 Exchange Act (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 7.01

Regulation FD Disclosure.

On July 12, 2024, Greenbrook TMS Inc. (the “Company”) issued a press release announcing the passing of Elias Vamvakas, a director of the Company. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein 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 Securities Exchange Act of 1934, as amended, 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

99.1		Press release dated July 12, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 12, 2024

	Greenbrook TMS Inc.

	By:	/s/ Bill Leonard
	Name:	Bill Leonard
	Title:	President & Chief Executive Officer

Exhibit 99.1

GREENBROOK TMS ANNOUNCES PASSING OF BOARD MEMBER ELIAS VAMVAKAS

July 12, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announces with regret that our beloved board member Elias Vamvakas has passed away after a courageous, 2-year battle with cancer.

“It is with profound sadness that we announce Elias’ passing,” said Bill Leonard, President and Chief Executive Officer of Greenbrook. “For over 25 years, Elias has been a friend, mentor, and valued partner of mine since I was a young executive working for TLC Vision during his tenure there as Chairman and CEO. In 2010, we embarked on a new venture together as co-founders of Greenbrook TMS and throughout our entire relationship, Elias has consistently inspired me with his vision, leadership, and approachability. As Chairman of Greenbrook from our inception until he stepped down due to his illness, he was an integral part of our mission and growth as a company. He offered me, my fellow board members, and executives unwavering support, wisdom, and guidance throughout his tenure. He added tremendous value to our business from the beginning. Elias was not only a great colleague, but also a cherished friend. I am grateful to have had the opportunity to work with him, learn from him and now continue to build upon his vision here at Greenbrook. On behalf of myself, the Board of Directors, and our entire team, we extend our deepest condolences to Elias’s family during this very difficult time.”

In addition to his leadership at Greenbrook, Elias also served as Chairman, CEO, and founder of Greybrook Capital, a private equity firm focused on real estate and healthcare. He also held leadership positions at other leading organizations: Chairman of Caldwell Partners (TSX: CWL), a technology-powered talent acquisitions firm based in Toronto specializing in recruitment at all levels, and Chairman of TearLab Corporation, an ophthalmic device company developing and commercializing novel, lab-on-a-chip technologies that enable eye care practitioners to test for highly sensitive and specific biomarkers in tears at the point-of-care. Prior to founding Greybrook Capital, Elias co-founded TLC Vision where he served as Chairman and CEO.

Elias is survived by his many family and friends including his loving wife Nancy and their three children Michael, Megan and Olivia, his son-in-law Daniel Welsh, his father Antonios Vamvakas, as well as his mother-in-law Susan Fenwick.

About Greenbrook TMS Inc.

Operating through 130 Company-operated Treatment Centers, Greenbrook is a leading provider of TMS and Spravato®, FDA-cleared, non-invasive therapies for the treatment of Major Depressive Disorder (“MDD”) and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Spravato® is offered to treat adults with treatment-resistant depression and depressive symptoms in adults with MDD with suicidal thoughts or actions. Greenbrook has provided more than 1.52 million treatments to over 47,000 patients struggling with depression.

For further information please contact:

Glen Akselrod

Investor Relations

Greenbrook TMS Inc.

Contact Information:

investorrelations@greenbrooktms.com

1-855-797-4867

Cover	Jul. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2024
Entity File Number	001-40199
Entity Registrant Name	GREENBROOK TMS INC.
Entity Central Index Key	0001735948
Entity Tax Identification Number	98-1512724
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	890 Yonge Street, 7th Floor
Entity Address, City or Town	Toronto
Entity Address, Country	CA
Entity Address, Postal Zip Code	M4W 3P4
City Area Code	866
Local Phone Number	928-6076
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false