6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2022

Commission File Number: 001-40199

Greenbrook TMS Inc.

(Translation of the registrant’s name into English)

890 Yonge Street, 7th Floor

Toronto, Ontario

Canada M4W 3P4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INCORPORATION BY REFERENCE

This Report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-264067) of Greenbrook TMS Inc. (the “Corporation”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

INFORMATION CONTAINED IN THIS REPORT

On April 15, 2022, the Corporation filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated April 15, 2022 included in the Corporation’s shelf registration statement on Form F-3 (File No. 333-264067). The Prospectus Supplement was filed for the purpose of registering the resale from time to time by certain selling shareholders named in the Prospectus Supplement (collectively, the “Selling Shareholders”) of up to 2,353,347 common shares of the Corporation (the “Common Shares”) that were previously issued to the Selling Shareholders on a private placement basis on June 14, 2021.

The Corporation will not receive any of the proceeds from the sale of Common Shares by the Selling Shareholders. In connection with the filing of the Prospectus Supplement, the Corporation is filing an opinion of its outside counsel, Torys LLP, regarding the legality of the Common Shares being offered, which opinion is filed as Exhibit 5.1 to this Report.

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Torys LLP
23.1	Consent of Torys LLP (included in Exhibit 5.1)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREENBROOK TMS INC.
Date: April 15, 2022	By:	/s/ Bill Leonard
		Name: Bill Leonard
		Title: President & CEO

EX-5.1

Exhibit 5.1

	1114 Avenue of the Americas, 23rd Floor New York, New York 10036.7703 USA P. 212.880.6000 | F. 212.682.0200 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2 Canada P. 416.865.0040 | F. 416.865.7380
	www.torys.com

April 15, 2022

Greenbrook TMS Inc.
890 Yonge Street, 7th Floor
Ontario M4W 3P4

RE: Greenbrook TMS Inc. - Prospectus Supplement

Ladies and Gentlemen:

We have acted as counsel to Greenbrook TMS Inc. (the “Corporation”) in connection with the resale by the selling shareholders (the “Selling Shareholders”) named in the Corporation’s prospectus supplement, dated as of the date hereof (the “Prospectus Supplement”) to the prospectus (together with the Prospectus Supplement, the “Prospectus”) included in the registration statement on Form F-3 (File No. 333-264067) of the Corporation filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 1, 2022, amended on April 12, 2022 and declared effective on April 15, 2022 (as amended as of its effective date, the “Registration Statement”) of up to 2,353,347 common shares (“Common Shares”) in the capital of the Corporation (such amount of Common Shares, the “Shares”). The Shares were previously issued and sold by the Corporation to the Selling Shareholders on a private placement basis on June 14, 2021 and have been registered for resale pursuant to the Prospectus and the Registration Statement in accordance with the terms of the Registration Rights Agreement (as defined below).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the Registration Statement;

(b) the Prospectus;

(c) the Securities Purchase Agreement, dated June 14, 2021, filed as Exhibit 99.2 to the Corporation’s Form 6-K on June 23, 2021 (the “Purchase Agreement”);

(d) the Resale Registration Rights Agreement, dated June 14, 2021, filed as Exhibit 99.4 to the Corporation’s Form 6-K on June 23, 2021 (the “Registration Rights Agreement”);

(e) an executed copy of a certificate of Aniss Amdiss, General Counsel of the Corporation, dated the date hereof (the “Officer’s Certificate”);

(f) a copy of the Corporation’s articles of incorporation under the Business Corporations Act (Ontario) current as of April 15, 2022, and certified pursuant to the Officer’s Certificate;

(g) the by-laws of the Corporation current as of April 15, 2022, and certified pursuant to the Officer’s Certificate; and

(h) resolutions of the board of directors of the Corporation relating to the registration of the Shares and related matters.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Corporation and the Selling Shareholders and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Corporation, the Selling Shareholders and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Officer’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Corporation received in full the consideration for the Shares set forth in the Purchase Agreement and the applicable resolutions of the board of directors of the Corporation approving the issuance of all such Shares, (ii) the issuance of the Shares has been registered in the Corporation’s share registry and (iii) the issuance of the Shares did not violate or conflict with any agreement or instrument binding on the Corporation. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Corporation and the Selling Shareholders and others and of public officials.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares to be sold by the Selling Shareholders have been duly authorized by all requisite corporate action on the part of the Corporation under the Business Corporations Act (Ontario) and have been validly issued and are fully paid and nonassessable.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Corporation’s Report on Form 6-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Torys LLP

Torys LLP