ETHEMA HEALTH Corp: M&A transaction — Ethema Health completes $8.5M sale-leaseback of 950 Evernia and restructures Leonite capital instruments

ETHEMA HEALTH Corp

Closed purchase of 950 Evernia for $5.5M and sale to Pontus for $8.5M on Aug 4, 2023; net proceeds $2.82M.
Entered 20-year net lease at $748K/yr (2.75% annual escalation); total obligation ~$19.6M.
Exchanged $400K Series B preferred + $61K dividends for Cranberry Cove Holdings; recorded $2.496M gain.
Replaced Leonite warrant: fixed 20% at 745.8M shares, exercise $0.001, expiry June 30, 2027.
Repaid $1.449M to Leonite and $245K to other convertible noteholders, eliminating variable-rate conversions.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ETHEMA HEALTH Corp incurred lease obligation of $19,595,653 with Pontus EHC Palm Beach, LLC maturing twenty years.

Instrument: lease obligation
Principal: $19,595,653
Counterparty: Pontus EHC Palm Beach, LLC
Maturity: twenty years
Event: incurrence

Exact text from the filing

he lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company and a portfolio company of Pontus Net Lease Advisors,

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

ETHEMA HEALTH Corp completed a disposition involving Pontus Net Lease Advisors, LLC for sale of 950 for $8,500,000 (closed 2023-08-04).

Action: disposition
Counterparty: Pontus Net Lease Advisors, LLC
Consideration: sale of 950 for $8,500,000
Closing: 2023-08-04

Exact text from the filing

On August 4, 2023 the Company completed both the purchase of 950 from Evernia Station Limited Partnership and the sale of 950 to Pontus Net Lease Advisors, LLC.

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

ETHEMA HEALTH Corp completed an acquisition involving Evernia Station Limited Partnership for purchase of 950 Evernia Street for the sum of $5,500,000 (closed 2023-08-04).

Action: acquisition
Counterparty: Evernia Station Limited Partnership
Consideration: purchase of 950 Evernia Street for the sum of $5,500,000
Closing: 2023-08-04

Exact text from the filing

On August 4, 2023 the Company completed both the purchase of 950 from Evernia Station Limited Partnership and the sale of 950 to Pontus Net Lease Advisors, LLC.

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

ETHEMA HEALTH Corp completed a disposition involving Leonite Capital, LLC for Leonite exchanged their $400,000 Series B preferred stock in the Company together with accrued and outstanding dividends of $61,183 for all of the outstanding s (closed 2023-06-30).

Action: disposition
Counterparty: Leonite Capital, LLC
Consideration: Leonite exchanged their $400,000 Series B preferred stock in the Company together with accrued and outstanding dividends of $61,183 for all of the outstanding s
Closing: 2023-06-30

Exact text from the filing

r the “Company”), Cranberry Cove Holdings Ltd., (“ CCH ”), and Leonite Capital, LLC, (“Leonite” and together with the Company and CCH, the “ Parties ”) entered into a Share Exchange Agreement that would transfer

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ETHEMA HEALTH Corp entered into Share Exchange Agreement with Leonite Capital, LLC valued at Leonite exchanged their $400,000 Series B preferred stock in the Company together with accrued and o (effective 2023-06-28).

Action: entry
Agreement: equity purchase
Counterparty: Leonite Capital, LLC
Value: Leonite exchanged their $400,000 Series B preferred stock in the Company together with accrued and o
Effective: 2023-06-28

Exact text from the filing

On June 28, 2023 Ethema Health Corporation (“Ethema” or the “Company”), Cranberry Cove Holdings Ltd., (“ CCH ”), and Leonite Capital, LLC, (“Leonite” and together with the Company and CCH, the “ Parties ”) entered into a Share Exchange Agreement that would transfer the ownership of CCH from Ethema to Leonite effective June 30, 2023.

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Source: SEC EDGAR

accession 0001903596-23-000607

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