---
schema_version: "secwatch.filing_event.v1"
accession: "0001903596-23-000607"
form_type: "8-K"
ticker: null
cik: "0000792935"
company_name: "ETHEMA HEALTH Corp"
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T15:55:02.040706+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Ethema Health completes $8.5M sale-leaseback of 950 Evernia and restructures Leonite capital instruments

## Summary
- 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.

## SEC filing metadata
- accession: 0001903596-23-000607
- form_type: 8-K
- cik: 0000792935
- company_name: ETHEMA HEALTH Corp
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/grst_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001903596-23-000607
- JSON: https://secwatch.observer/filing/0001903596-23-000607.json
- Plain text: https://secwatch.observer/filing/0001903596-23-000607.txt

## Key facts
- Debt Financings
  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
  source text: he lessor is Pontus EHC Palm Beach, LLC , a Delaware limited liability company and a portfolio company of Pontus Net Lease Advisors,
  evidence_url: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm
- M&A Transactions
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm
- M&A Transactions
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/792935/000190359623000607/0001903596-23-000607-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.