TORONTO – (BUSINESS WIRE) – Greenbrook TMS Inc. (TSX: GTMS) (NASDAQ: GBNH) (Greenbrook or the Company) announces today that it is pursuing a public offering subscribed for ordinary shares (the Ordinary actions) in the United States and Canada (the Offer). Common shares are offered by Stifel, Canaccord Genuity and BTIG, as joint bookkeepers, and by Bloom Burton, as joint manager (collectively, the Subscribers).
The actual number of Common Shares to be distributed, the price of each Common Share and the size of the offering will be determined by negotiation between the Company and the Underwriters in the market context, with final terms to be determined at the time of the sale. pricing. . The investment is subject to market conditions and there can be no assurance as to whether or when the investment can be made, or as to the actual size or terms of the investment.
The Company intends to use the net proceeds of the proposed Offer for the development of new mental health service centers specializing in transcranial magnetic stimulation (ETC), to finance potential acquisitions as well as working capital and general business needs.
The Offer is subject to a number of customary conditions, including, without limitation, receipt of all regulatory and market approvals. The Company has applied for the listing of the Common Shares to be issued in connection with the Offering on the Toronto Stock Exchange (TSX), subject to customary listing conditions, and notified the Nasdaq Stock Market LLC (NASDAQ) in accordance with the rules of that exchange.
In connection with the Offer, the Company has filed and received a receipt for a preliminary short-form base PREP prospectus (on Preliminary prospectus) with the securities authorities of each of the provinces of Canada, except Quebec. The preliminary prospectus has also been filed with the United States Securities and Exchange Commission (the SECOND) as part of the company registration declaration on form F-10 (the Declaration of registration) in accordance with the multi-jurisdictional disclosure system of the United States and Canada, but the registration statement has not yet entered into force. The Preliminary Prospectus and the Declaration of Registration contain important information about the Company and the Offering. Potential investors should read the Preliminary Prospectus and the Declaration of Registration and other documents that the Company has filed before making an investment decision. The preliminary prospectus is available on SEDAR at www.sedar.com. The registration statement is available on the SEC’s website at www.sec.gov. Alternatively, the Preliminary Prospectus (and the final simplified base PREP prospectus for the Offer, if available) and the Registration Statement can be obtained, on request, from the offices of Stifel, Nicolaus & Company, Incorporated at Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by phone at (415) 364-2720, or by email at [email protected], from the offices of Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston, Massachusetts 02110, Attn: Syndicate Department or by email at [email protected], or from the BTIG offices at 65 East 55e Street, New York NY 10022, or by email at [email protected]
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of the securities in any province, state or jurisdiction where such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of those provinces, states or jurisdictions. The securities offered have not been approved or disapproved by any regulatory authority, and no such authority has been conveyed by the accuracy or adequacy of the preliminary prospectus or the registration statement. The securities described herein may not be sold and offers to purchase may not be accepted until the time when the registration statement comes into effect and the company files the PREP base simplified (final) prospectus.
Operating through 128 treatment centers managed by the company, Greenbrook is a leading provider of TMS therapy, an FDA-approved non-invasive therapy for the treatment of major depressive disorder and other mental health disorders, in the United States. -United. TMS therapy provides local electromagnetic stimulation to specific regions of the brain known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to more than 17,000 patients with depression.
Certain information contained in this press release, including with respect to the intended offering, the listing of the Common Shares to be issued in connection with the offering on the TSX and NASDAQ and the intended use of the net proceeds of the offering, constitute forward-looking information. within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information may be identified through the use of research terminology such as plans, targets, expects or does not expect, is expected, an opportunity exists, is positioned, estimates, intends, assumes, anticipates or does not do not anticipate or believe, or variations of these words and phrases or state that certain actions, events or results may, could, would be, could, will be or will be taken, will occur or will be achieved. In addition, all statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts, but rather represent management’s expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates which, although considered reasonable by the Company at the date of this press release, are subject to risks, uncertainties, assumptions and other known and unknown factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the factors described more fully in the Risk Factors section of the Company’s current Annual Information Form and in other companies filed with the Canadian securities regulators and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of factors that could affect the company; however, these factors must be carefully considered. There can be no assurance that these estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the company expressly disclaims any obligation to update or change any statements containing forward-looking information, or the underlying factors or assumptions, whether as a result of new information, future events or otherwise, except as required by law.