Subsequent events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent events

21. Subsequent events

Funding arrangements

August 20, 2025 funding 

On August 20, 2025, the Company, through its subsidiary Evernia, entered into a funding arrangement with Itria, whereby it received proceeds of $346,000, net of discount and fees of $105,500, The Company used $147,869 of the proceeds to repay the March 25, 2025 funding. The Company is obliged to pay $8,683 per week until the amount of $451,500 is paid in full. The maturity date of this funding is August 20, 2026.

September 30, 2025 funding 

On September 30, 2025, the Company, through its subsidiary, Aria KY entered into a funding arrangement with Itria, whereby it received $247,000, net of discount and fees of $65,500. The Company is obliged to pay $6,010 per week until the amount of $312,500 is paid in full. The maturity date of this funding is September 30, 2026.

Operating leases

The Company, through its subsidiary Aria Kentucky, entered into 2 lease agreements, effective July 1, 2025, with its related party, BH Properties and its subsidiary, Viking Assets, LLC. The first lease is for property situated at 417 South 4^th Street, Paducah, Kentucky, with an annual base rent of $96,000 and the second lease is for property situated at 425 South 6^th Street, Paducah Kentucky, with an annual base rent of $72,000. Each lease is for an initial period of four years and six months with an option to extend for an additional five years, since the transaction is between related parties the option is likely to be exercised. Each lease agreement includes an escalation of 1.5% of the base rent, commencing on January 1, 2026, and annually thereafter. The Company is responsible for utilities, property taxes, repairs and maintenance expenditure and insurance costs.

Letter of intent to acquire certain assets and legal entities

On October 20, 2025, the Company entered into a letter of intent (“LOI”) with Addiction Recovery Care LLC (“Vendor”) to purchase certain of the assets and separate entities operating under the ARC brand name in Kentucky. The potential assets to be purchased are of the ARC in-patient facilities in Kentucky operating in Inez, Pikeville, Owensboro and Ashland, along with out-patient facilities in Kentucky operating in Prestonsburg,  Mount Sterling, Louisa, Ashland and Lexington. The potential separate entities to be purchased include a Psychiatric Hospital, a Pharmacy, a Medical Laboratory and a Rural Health Clinic. The addiction treatment and psychiatric facilities have a capacity of approximately 900 patients. There are likely to be related real estate transactions involved in the acquisitions which will remain outside of the Company but could be utilized to generate substantial new equity for the Company.

The proposed funding of the purchase price will be approximately 25% in cash, 25% in a vendor note and 50% in equity linked funding from the vendor.  The cash portion will be raised by issuance of new equity and the proceeds from sale and subsequent leasing of certain of the ARC facilities.

The Company intends creating a new entity (“NewcoARIA”) to acquire the ARC assets and separate entities and will ultimately also hold the Company’s existing Florida and Kentucky treatment entities. NewcoARIA will be initially owned by Ethema, new investors and the Vendor.  It is likely that the Company will pursue an Initial Public Offering of NewcoARIA on a senior U.S. exchange.

Other than the above, the Company has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.