Greenbrook TMS Inc.: M&A transaction — Neuronetics completes acquisition of Greenbrook TMS; Greenbrook becomes wholly owned subsidiary

Greenbrook TMS Inc.

Greenbrook borrowed $1.5M unsecured from Madryn at 0% interest, maturing by Dec 31, 2024.
Neuronetics acquired all Greenbrook shares; each share exchanged for 0.01021 Neuronetics common share.
Madryn converted ~$128M Term Loans into 2,309,453,605 Greenbrook shares, holding 95.8% pre-closing.
Board members Burke, Campbell, Cucuz, Elstad, Leonard, Mann, Tworecke departed; new directors appointed.
Greenbrook shares removed from OTCQB; combined company trades as STIM on NASDAQ.

item 1.01 item 8.01 item 2.01 item 2.03 item 3.03 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Greenbrook TMS Inc. underwent a change of control involving Neuronetics, Inc. for 0.01021 of a share of Neuronetics common stock (closed 2024-12-09).

Action: change of control
Counterparty: Neuronetics, Inc.
Consideration: 0.01021 of a share of Neuronetics common stock
Closing: 2024-12-09

Exact text from the filing

Agreement ”) and the Plan of Arrangement, each Greenbrook Share outstanding immediately prior to the effective time of the Arrangement (the “ Effective Time ”) was exchanged for 0.01021 of a share of Neuronetics common stock, in accordance with the terms of the Arrangement Agreement (the “ Consideration ”). A copy of the Arrangement Agreement was filed as Exhibit

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Source: SEC EDGAR

accession 0001140361-24-048931

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