Greenbrook TMS Announces Increase to Bought Deal Financing to US$11.5 Million

By: Greenbrook TMS Inc. via Business Wire

September 22, 2021 at 10:54 AM EDT

Greenbrook TMS Inc. (TSX: GTMS) (NASDAQ: GBNH) (“Greenbrook” or the “Company”), a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, is pleased to announce that, due to strong demand, the Company has agreed with a syndicate of underwriters co-led by Stifel GMP and Bloom Burton Securities Inc. (collectively, the “Underwriters”), to increase the size of its previously announced US$10,075,000 (or C$12,909,000) bought deal offering. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a “bought deal” basis, 1,485,000 common shares of the Company (the “Common Shares”) at a price of US$7.75 (or C$9.93) per Common Share (the “Offering Price”), for aggregate gross proceeds of US$11,508,750 (or C$14,746,050) (the “Offering”).

In connection with the Offering, the Company has granted the syndicate of underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following closing of the Offering, to purchase up to an additional 222,750 Common Shares at the Offering Price (the “Over-Allotment Option”) which, if exercised in full, would increase the gross proceeds of the Offering to approximately US$13,235,063 (or C$16,957,958).

The Company intends to use net proceeds of the Offering to fund the previously announced acquisition of Achieve TMS East, LLC and Achieve TMS Central, LLC, and for working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about September 27, 2021, and is subject to a number of customary conditions, including, without limitation, receipt of all regulatory and stock exchange approvals. The Company has applied to list the Common Shares to be issued in the Offering on the Toronto Stock Exchange (“TSX”), subject to customary listing conditions. The Common Shares will also be listed on The NASDAQ Stock Market LLC (“NASDAQ”) and the Company will make all required notifications (if any) to NASDAQ in connection with the Offering. The Offering is not conditional on the closing of the Acquisition.

In connection with the Offering, the Company will file a prospectus supplement (the “Prospectus Supplement”) to its short form base shelf prospectus dated July 22, 2021 (the “Base Shelf Prospectus”) in the United States and Canada. The Prospectus Supplement will also be filed with the U.S. Securities and Exchange Commission (the “SEC”) to the Base Shelf Prospectus as part of the Company’s effective registration statement on Form F-10 (the “Registration Statement”) previously filed under the U.S./Canada multi-jurisdictional disclosure system, and will amend and restate the U.S. prospectus supplement previously filed in respect of the Offering. The Prospectus Supplement, together with the Base Shelf Prospectus, contain important detailed information about the Company and the Offering. Prospective investors should read the Prospectus Supplement and the Base Shelf Prospectus, and the documents incorporated by reference therein, before making an investment decision. Copies of the Prospectus Supplement and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov, and a copy of the Registration Statement is available on the SEC’s website at www.sec.gov.

Copies of the Prospectus Supplement and the Base Shelf Prospectus may also be obtained in the United States, upon request, from the offices of Stifel, Nicolaus & Company, Incorporated at Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com and in Canada, upon request, from Stifel GMP by email at ECMCanada@stifel.com and from the offices of Bloom Burton Securities Inc. at Attention: Equity Capital Markets, 65 Front Street East, Suite 300 Toronto, ON M5E 1B5, by telephone at (416) 640-7575 or by email at ecm@bloomburton.com.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction.

About Greenbrook TMS Inc.

Operating through 132 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 675,000 TMS treatments to over 19,000 patients struggling with depression.

Forward-Looking Statements:

Certain information in this press release, including statements regarding the Offering, including the listing of the Common Shares to be issued in the Offering on the TSX and NASDAQ, and the anticipated use of the net proceeds of the Offering, constitutes 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 can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “should”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any 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 instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the 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 in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively, including the Base Shelf Prospectus and the Registration Statement. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such 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 alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.