Greybrook Health Inc. - Jan 1, 2024 Form 3 Insider Report for Greenbrook TMS Inc. (GBNH)

Role
10%+ Owner
Signature
/s/ Sasha Cucuz for Greybrook Health Inc. and The Vamvakas Family Trust (2015)
Stock symbol
GBNH
Transactions as of
Jan 1, 2024
Transactions value $
$0
Form type
3
Date filed
1/2/2024, 04:19 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GBNH Common Shares 6.8M Jan 1, 2024 Direct F1
holding GBNH Common Shares 200K Jan 1, 2024 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding GBNH Warrants Jan 1, 2024 Common Shares 136K $1.84 Direct F1, F3
holding GBNH Warrants Jan 1, 2024 Common Shares 250K Direct F1, F4
holding GBNH Subordinated Convertible Notes Jan 1, 2024 Common Shares 13.3M Direct F1, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported are held directly by Greybrook Health Inc. ("Greybrook Health") and may be deemed to be beneficially owned by The Vamvakas Family Trust (2015) as disclosed by Greybrook Health in a Schedule 13D/A field with the Securities and Exchange Commission on October 2, 2023.
F2 Represents the Greenbrook TMS Inc. (the "Company") common shares (the "Common Shares") that are directly owned by Greybrook Realty Partners Inc., an affiliate of Greybrook Health and an indirect subsidiary of The Vamvakas Family Trust (2015).
F3 The exercise price of these warrants are subject to customary anti-dilution adjustments.
F4 The exercise price of these warrants is equal to (a) if the Common Shares are listed on the Nasdaq Stock Market ("Nasdaq") or any other trading market at the time of exercise, 85.0% of the volume-weighted average trading price of the Common Shares on the Nasdaq (or, if not listed on Nasdaq, then such other trading market on which the Common Shares are principally traded, based upon daily share volume) for the five trading days immediately preceding the exercise date, or (b) if the Common Shares are not listed on any trading market at the time of exercise, a per share price based on fair market value, as determined by the board of directors of the Company, in each case subject to customary anti-dilution adjustments.
F5 On August 15 and August 28, 2023, Greybrook Health acquired from the Company, upon purchase and upon exchange on a private placement basis of previously held Company-issued notes, an aggregate principal amount of $2,937,603.54 of the Company's subordinated convertible promissory notes (the "Subordinated Convertible Notes").
F6 The latest date that the Subordinated Convertible Notes can mature is March 31, 2028.
F7 The number of shares issuable upon conversion of the Subordinated Convertible Note is calculated by multiplying the Reference Conversion Prices (as defined in footnote 8) by the aggregate principal amount of Greybrook Health's Subordinated Convertible Notes.
F8 The Subordinated Convertible Notes are convertible at a price equal to the lesser of (a) 85% of the closing price per Common Shares on Nasdaq or any other market as of the closing date for such Subordinated Convertible Notes (the "Reference Conversion Price") with the Reference Conversion Price in effect as of January 2, 2024 being $0.2168 and (b)(i) 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or (ii) if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price based equal to 85% of the fair market value per Common Share as of such date; provided, that, in any event, the Subordinated Convertible Note conversion price shall not be lower than $0.078. The Subordinated Convertible Notes conversion price is also subject to customary anti-dilution adjustments.