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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 29, 2024
GREENBROOK TMS INC.
(Exact name of registrant as specified in its
charter)
| Ontario |
|
001-40199 |
|
98-1512724 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS Employee
Identification No.) |
890 Yonge Street, 7th Floor
Toronto, Ontario Canada
M4W 3P4
(Address of Principal Executive Offices)
(866) 928-6076
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange
on Which Registered |
| Common Shares, without par value |
|
GBNH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Financial Officer
On
January 29, 2024, Greenbrook TMS Inc. (the “Company”) announced that the Company’s board of directors
appointed Mr. Peter Willett, age 34, as the Company’s full-time Chief Financial Officer, effective immediately.
Mr.
Willett was appointed Interim Chief Financial Officer of the Company in October 2023, prior to which he has been a key player on the
Greenbrook finance team over the past six years, serving as its senior vice president of finance. Peter brings over 11 years of
finance experience, providing a broad base of experience and specialized knowledge about the financial and accounting matters that are
unique to the mental health services industry.
In connection with his appointment
as full-time Chief Financial Officer, the Board of Directors approved an increase in Mr. Willett’s annual base salary to US$305,000
and with a target annual performance bonus of up to 40% of his base salary. Additional terms of Mr. Willett’s compensation package
are subject to finalization and will be disclosed in an amendment to this Current Report on Form 8-K within four business days of such
final determination.
Mr. Willett has no family
relationship with any of the executive officers or directors of the Company. There is no arrangement or understanding between Mr. Willett
and any other persons pursuant to which he was selected to serve as an officer of the Company. There are no related party transactions
between the Company and Mr. Willett that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On
January 29, 2024, the Company issued a press release announcing the appointment of Mr. Peter Willett as full-time Chief Financial Officer.
The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant
to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained
in this Current Report on Form 8-K under Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of
1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set
forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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 hereunto duly authorized.
Date: February 2, 2024
| |
Greenbrook TMS Inc. |
| |
|
|
| |
By: |
/s/ Bill Leonard |
| |
Name: |
Bill Leonard |
| |
Title: |
President & Chief Executive Officer |
