Subsequent events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent events

21. Subsequent events

Acquisition of Edgewater Recovery Centers, LLC

As previously disclosed, on October 22, 2024, ARIA Kentucky LLC (ARIA Kentucky”), a wholly owned subsidiary of the Company, Edgewater Recovery Centers, LLC (“ERC”) and John Elam (the ”Seller”), entered into an Asset Purchase Agreement (”APA”) pursuant to which ARIA Kentucky agreed to acquire and ERC agreed to sell to ARIA Kentucky on the closing date (the “Acquisition”) , the addiction treatment operations owned by ERC and located in Morehead and Paducah, Kentucky through a purchase of the assets of ERC (the “Acquired Assets”), including; all assets of ERC used in the business of ERC (except for certain specified assets), including but not limited to all current assets existing at the time of closing, all cash balances and rights to receive cash, all equipment, machinery, all warranties related to the business and acquired assets, all intangible personal property, intellectual property, all business inventories, all property leases associated with the business, all assumed contracts, all governmental authorizations; and all information and records, including patient records, as defined in the APA. Certain of the real property associated with the operations of ERC (the “Real Property”) is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. The entities owning the real property were acquired in a separate transaction by BH Properties Fund LLC (“BH Properties”), a company controlled by Mr. Shawn Leon, the Company’s CEO and therefore a related party. BH Properties through its acquired subsidiaries then entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

On January 9, 2025, ARIA Kentucky consummated the Acquisition of the Acquired Assets of ERC. Pursuant to the terms of the APA, at closing ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States government and the State of Kentucky and certain obligations as a borrower or guarantor related to banking obligations.

On January 9, 2025, in. a separate transaction, BH Properties acquired ERC Investments, LLC (”ERCI”), New Journey LLC (“NJ”) and, JDE Properties, LLC (“JDE”) which separately own certain Real Property on which ARIA Kentucky operates and which was subsequently leased to ARIA Kentucky.

Lease agreements entered into by ARIA Kentucky.

All lease agreements are effective January 1, 2025:

ERC Investments LLC – Related Party, wholly owned by BH Properties

· Five year real property lease for property located at 425 Clinic Drive, Morehead, Kentucky, for an initial annual rental of $312,000, with annual escalations of 1.5% for a total lease obligation of $1,607,507.

· Five year real property lease for property located at 445 Clinic Drive, Morehead, Kentucky for an initial annual rental of $120,000, with annual escalations of 1.5% for a total lease obligation of $618,272.

· Five year real property lease for property located at 1111 US 60, Morehead, Kentucky for an initial annual rental of $480,000, with annual escalations of 1.5% for a total lease obligation of $2,473,088.

New Journey LLC– Related Party, wholly owned by BH Properties

· Five year real property lease for property located at 189 Edgewater Road, Morehead, Kentucky for an initial annual rental of $96,000, with annual escalations of 1.5% for a total lease obligation of $494,618.

· Five year real property lease for property located at 795 Cranston Road, Morehead, Kentucky, for an initial annual rental of $96,000, with annual escalations of 1.5% for a total lease obligation of $494,618.

· Five year real property lease for property located at 2180 US 60, Morehead, Kentucky for an initial annual rental of $36,000, with annual escalations of 1.5% for a total lease obligation of $185,482.

· Five year real property lease for property located at 721 White Street, Morehead, Kentucky for an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease obligation of $154,568.

JDE Properties, LLC– Related Party, wholly owned by BH Properties

· Five year real property lease for property located at 166 Maple Drive, Morehead, Kentucky for an initial annual rental of $60,000, with annual escalations of 1.5% for a total lease obligation of $309,136.

· Five year real property lease for property located at 214 Jackson Drive, Morehead, Kentucky for an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease obligation of $154,568.

· Five year real property lease for property located at 1135 Rodburn Hollow Drive, Morehead, Kentucky for an initial annual rental of $30,000, with annual escalations of 1.5% for a total lease obligation of $154,568.

Trent Developments LLC – Unrelated third party

On January 9, 2025, ARIA Kentucky executed a five year real property lease with Trent Developments for property located at 141, 141.5 and 143 East Main Street, Morehead, Kentucky for an initial annual rental of $138,000 per annum, escalating at 1.5% per annum after the second year, for a total lease obligation of $702,545.

MAT Properties, LLC – Unrelated third party – assignment of lease

On January 9, 2025, ARIA Kentucky executed a three year real property assignment of lease agreement with ERC and MAT Properties for property located at 154 S Owens Road, Morehead, Kentucky, for an initial annual rental of $180,000 per annum, with no escalations, for a total lease obligation of $540,000.

Amendment to articles of incorporation

In terms of a resolution of the Company’s board of directors proposing amendments to the articles of incorporation, on January 22, 2025, in term of a Definitive 14C information statement, the company obtained the written consent of the holders of a majority of voting power of the outstanding common stock and a majority of the voting power of the outstanding Series A Preferred stock, to amend and restate the articles of incorporation as follows:

· The number of authorized shares of preferred stock was increased from 10,400,000 shares of preferred stock, with a par value of $0.01 per share, designated as 10,000,000 Series A preferred stock, and 400,000 designated as Series B Preferred stock which are no longer outstanding or authorized to 30,000,000 shares of Preferred Stock.

The effect of the adoption of Authorized Increase is that the Board of Directors has the authority to issue shares of Preferred Stock in one or more series, with such rights, preferences and designations, as it deems necessary or advisable without any additional action by our stockholders, unless otherwise required by law or any quotation system or exchange upon which our securities are listed and trade. With regard to such proposed blank check preferred stock, the Board of Director’s authority to determine the terms of any such shares of Preferred Stock would include, but not be limited to: (i) the designation of each class or series and the number of shares that will constitute each such class or series; (ii) the dividend rate for each class or series; (iii) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable; (iv) the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares, or other securities; and (v) the voting rights for each class or series.

· To effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio between 1 for 1,000 and 1 for 5,000, with the ratio to be determined at the discretion of the board of directors, subject to the authority of the board of directors to abandon the reverse stock split amendment.

The Reverse Stock Split Amendment will have the effect of reducing the outstanding number of shares of Common Stock. If the Board of Directors does not implement an approved Reverse Stock Split prior to the one-year anniversary of the date of approval of the stockholders of the Reverse Stock Split, this vote will be of no further force and effect the Board of Directors will seek stockholder approval before implementing any reverse stock split after that time. The Board of Directors may abandon the proposed amendment to effect the Reverse Stock Split at any time prior to its effectiveness. Fractional shares will be paid in cash.

Our Common Stock is listed on the OTC Markets under the symbol “GRST” and will continue to be listed on the OTC Markets under the same trading symbol following the Reverse Stock Split. New Shares will be fully paid and non-assessable. The New Shares will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Old Shares.

· To delete Article XIII, which required the vote or the consent of the holders of a majority of the outstanding shares of the Company to approve any action by the Company’s stockholders.

The effect of the adoption of the Article XIII Amendment is that, instead of requiring the vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote to approve any action by the Company’s stockholders, the vote or concurrence of the holders of a majority of the outstanding shares of the Company cast by the Company’s stockholders at a duly called meeting at which a quorum was present for the transaction of business shall be sufficient to approve any action by the Company’s stockholders,

Receivables Funding

January 6, 2025 Funding 

On January 6, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures, LLC (“Itria”), whereby $307,500 of the Receivables of Evernia were sold to Itria for gross proceeds of $250,000. The Company also incurred fees of $3,000 resulting in net proceeds of $247,000. The Company is obliged to pay $7,885 per week until the amount of $307,500 is paid in full.

February 13, 2025 Funding 

On February 13, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with CFG Merchant Solutions, LLC (“CFG”), whereby $166,250 of the Receivables of Evernia were sold to CFG, for gross proceeds of $125,000. The Company also incurred fees of $625 resulting in net proceeds of $124,375. The Company is obliged to pay $3,778 per week until the amount of $166,250 is paid in full.

February 18, 2025 Funding 

On February 18, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Purpletree Funding, LLC (“Purpletree”), whereby $99,750 of the Receivables of Evernia were sold to Purpletree for gross proceeds of $75,000. The Company also incurred fees of $750 resulting in net proceeds of $74,250. The Company is obliged to pay $3,563 per week until the amount of $99,750 is paid in full.