Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Entity File Number | 001-40199 | |
Entity Registrant Name | GREENBROOK TMS INC. | |
Entity Incorporation, State or Country Code | A6 | |
Entity Tax Identification Number | 98-1512724 | |
Entity Address, Address Line One | 890 Yonge Street, 7th Floor | |
Entity Address, City or Town | Toronto | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | M4W 3P4 | |
City Area Code | 416 | |
Local Phone Number | 322-9700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,602,260 | |
Entity Central Index Key | 0001735948 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 3,347,335 | $ 3,323,708 |
Restricted cash | 1,000,000 | 1,000,000 |
Accounts receivable, net (note 19(b)) | 10,851,757 | 7,569,843 |
Prepaid expenses and other | 4,330,722 | 3,079,785 |
Total current assets | 19,529,814 | 14,973,336 |
Property, plant and equipment (note 5) | 4,876,230 | 4,793,979 |
Intangible assets (note 6) | 588,963 | 622,057 |
Finance right-of-use assets (note 7(a)) | 1,434,139 | 2,140,338 |
Operating right-of-use assets (note 7(b)) | 29,068,565 | 28,887,905 |
Total assets | 55,497,711 | 51,417,615 |
Current liabilities: | ||
Accounts payable and accrued liabilities (note 8) | 15,954,676 | 13,701,630 |
Current portion of loans payable (note 9(a)) | 6,876,994 | 5,770,603 |
Current portion of finance lease liabilities (note 7(a)) | 452,550 | 622,730 |
Current portion of operating lease liabilities (note 7(b)) | 4,447,990 | 3,960,346 |
Current portion of shareholder loans (note 10) | 511,125 | 505,161 |
Other payables (note 11) | 1,150,316 | 5,730,781 |
Non-controlling interest loans (note 9(b)) | 66,400 | 63,174 |
Deferred and contingent consideration (note 12) | 1,000,000 | 1,000,000 |
Advance for research collaboration (note 13) | 1,300,000 | |
Total current liabilities | 30,460,051 | 32,654,425 |
Loans payable (note 9(a)) | 123,266,705 | 90,230,173 |
Finance lease liabilities (note 7(a)) | 62,168 | 235,107 |
Operating lease liabilities (note 7(b)) | 26,243,718 | 26,438,220 |
Shareholder loans (note 10) | 3,049,843 | 2,807,480 |
Total liabilities | 183,082,485 | 152,365,405 |
Shareholders' deficit: | ||
Common shares (note 14) | 121,236,710 | 120,741,061 |
Contributed surplus (note 15) | 5,456,887 | 5,397,700 |
Deficit | (250,453,785) | (224,174,970) |
Total shareholders' deficit excluding non-controlling interest | (123,760,188) | (98,036,209) |
Non-controlling interest (note 23) | (3,824,586) | (2,911,581) |
Total shareholders' deficit | (127,584,774) | (100,947,790) |
Contingencies (note 16) | ||
Total liabilities and shareholders' deficit | $ 55,497,711 | $ 51,417,615 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Revenue | $ 20,408,067 | $ 17,690,449 | $ 38,420,257 | $ 36,994,910 |
Expenses: | ||||
Direct center and patient care costs | 13,743,806 | 13,504,507 | 26,901,989 | 27,262,727 |
Other regional and center support costs (note 24) | 6,389,077 | 4,510,869 | 13,421,644 | 9,589,567 |
Depreciation (notes 5 and 7) | 310,708 | 870,306 | 623,948 | 1,835,354 |
Total | 20,443,591 | 18,885,682 | 40,947,581 | 38,687,648 |
Regional operating loss | (35,524) | (1,195,233) | (2,527,324) | (1,692,738) |
Center development costs | 116,277 | 105,871 | 240,721 | 218,062 |
Corporate, general and administrative expenses (note 24) | 7,498,701 | 8,140,490 | 15,178,415 | 15,419,061 |
Share-based compensation (note 15) | 33,885 | 513,782 | 59,187 | 576,730 |
Amortization (note 6) | 16,546 | 16,547 | 33,094 | 33,095 |
Interest expense | 4,734,957 | 2,885,131 | 8,937,359 | 5,577,549 |
Interest income | (65) | (56) | (130) | (101) |
Loss before income taxes | (12,435,825) | (12,856,998) | (26,975,970) | (23,517,134) |
Income tax expense (note 18) | 0 | 0 | 0 | 0 |
Loss for the period and comprehensive loss | (12,435,825) | (12,856,998) | (26,975,970) | (23,517,134) |
Non-controlling interest (note 23) | (30,630) | (114,724) | (352,479) | (183,550) |
Loss for the period and comprehensive loss attributable to Greenbrook | $ (12,405,195) | $ (12,742,274) | $ (26,623,491) | $ (23,333,584) |
Net loss per share (note 22): | ||||
Basic | $ (0.27) | $ (0.31) | $ (0.60) | $ (0.66) |
Diluted | $ (0.27) | $ (0.31) | $ (0.60) | $ (0.66) |
Service revenue | ||||
Revenue: | ||||
Revenue | $ 19,108,067 | $ 17,690,449 | $ 37,120,257 | $ 36,994,910 |
Other revenue | ||||
Revenue: | ||||
Revenue | $ 1,300,000 | $ 1,300,000 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Changes in Equity (Deficit) - USD ($) | Common shares | Contributed surplus | Deficit | Non-controlling interest | Total |
Balance at the beginning at Dec. 31, 2022 | $ 114,120,362 | $ 4,552,067 | $ (175,007,144) | $ (2,777,127) | $ (59,111,842) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 29,436,545 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net comprehensive loss for the period | (10,591,310) | (68,826) | (10,660,136) | ||
Share-based compensation (note 15) | 62,948 | 62,948 | |||
Issuance of common shares (note 14) | $ 6,139,262 | 6,139,262 | |||
Issuance of common shares (note 14) (in shares) | 11,363,635 | ||||
Issuance of lender warrants | 59,786 | 59,786 | |||
Acquisition of subsidiary non-controlling interest (note 23) | (118,052) | 118,052 | |||
Balance at the end at Mar. 31, 2023 | $ 120,259,624 | 4,674,801 | (185,716,506) | (2,727,901) | (63,509,982) |
Balance at the end (in shares) at Mar. 31, 2023 | 40,800,180 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net comprehensive loss for the period | (12,742,274) | (114,724) | (12,856,998) | ||
Share-based compensation (note 15) | 513,782 | 513,782 | |||
Balance at the end at Jun. 30, 2023 | $ 120,259,624 | 5,188,583 | (198,458,780) | (2,842,625) | (75,853,198) |
Balance at the end (in shares) at Jun. 30, 2023 | 40,800,180 | ||||
Balance at the beginning at Dec. 31, 2023 | $ 120,741,061 | 5,397,700 | (224,174,970) | (2,911,581) | (100,947,790) |
Balance at the beginning (in shares) at Dec. 31, 2023 | 42,774,011 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net comprehensive loss for the period | (14,218,296) | (321,849) | (14,540,145) | ||
Share-based compensation (note 15) | 25,302 | 25,302 | |||
Issuance of common shares (note 14) | $ 495,649 | 495,649 | |||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||||
Balance at the end at Mar. 31, 2024 | $ 121,236,710 | 5,423,002 | (238,393,266) | (3,233,430) | (114,966,984) |
Balance at the end (in shares) at Mar. 31, 2024 | 45,602,260 | ||||
Balance at the beginning at Dec. 31, 2023 | $ 120,741,061 | 5,397,700 | (224,174,970) | (2,911,581) | (100,947,790) |
Balance at the beginning (in shares) at Dec. 31, 2023 | 42,774,011 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares (note 14) | $ 495,649 | ||||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||||
Balance at the end at Jun. 30, 2024 | $ 121,236,710 | 5,456,887 | (250,453,785) | (3,824,586) | $ (127,584,774) |
Balance at the end (in shares) at Jun. 30, 2024 | 45,602,260 | ||||
Balance at the beginning at Mar. 31, 2024 | $ 121,236,710 | 5,423,002 | (238,393,266) | (3,233,430) | (114,966,984) |
Balance at the beginning (in shares) at Mar. 31, 2024 | 45,602,260 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net comprehensive loss for the period | (12,405,195) | (30,630) | (12,435,825) | ||
Share-based compensation (note 15) | 33,885 | 33,885 | |||
Acquisition of subsidiary non-controlling interest (note 23) | 344,676 | (466,026) | (121,350) | ||
Distributions to non-controlling interest | (94,500) | (94,500) | |||
Balance at the end at Jun. 30, 2024 | $ 121,236,710 | $ 5,456,887 | $ (250,453,785) | $ (3,824,586) | $ (127,584,774) |
Balance at the end (in shares) at Jun. 30, 2024 | 45,602,260 |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Loss for the period | $ (26,975,970) | $ (23,517,134) |
Adjusted for: | ||
Amortization | 33,094 | 33,095 |
Depreciation | 623,948 | 1,835,354 |
Operating lease expense | 3,709,413 | 4,162,487 |
Interest expense | 8,937,359 | 5,577,549 |
Interest income | (130) | (101) |
Share-based compensation | 59,187 | 576,730 |
Credit facility amendment fee (note 9(a)) | 1,000,000 | |
Neuronetics Note non-cash transaction costs (note 9(a)) | 116,356 | |
Gain on lender warrants | (6,567) | |
(Gain) loss on deferred share units | 26,249 | (122,854) |
Gain on performance share units | (42,241) | |
Change in non-cash operating working capital: | ||
Accounts receivable | (3,281,914) | 965,894 |
Prepaid expenses and other | (1,250,937) | (1,318,957) |
Accounts payable and accrued liabilities | 2,253,046 | 6,037,826 |
Other payables | (4,553,169) | |
Advance for research collaboration | (1,300,000) | |
Interest paid | (428,818) | (2,517,030) |
Interest received | 130 | 101 |
Repayment of operating lease liabilities | (3,647,715) | (5,032,914) |
Operating activities | (25,796,227) | (12,252,406) |
Financing activities: | ||
Net proceeds on issuance of common shares (note 14) | 495,649 | 6,139,262 |
Financing costs incurred | (549,264) | (584,784) |
Loans payable advanced (note 9(a)) | 27,284,264 | 6,000,000 |
Loans payable and promissory notes repaid (note 9(a)) | (844,493) | (84,665) |
Promissory notes advanced (note 9(a) and note 10) | 1,750,000 | |
Principal repayment of finance lease liabilities | (350,452) | (1,509,134) |
Net non-controlling interest loans advanced | 4,807 | |
Distribution to non-controlling interest | (94,500) | |
Financing activities | 25,941,204 | 11,715,486 |
Investing activities: | ||
Purchase of property, plant and equipment | (8,690) | |
Acquisition of subsidiary non-controlling interest (note 23) | (121,350) | |
Investing activities | (121,350) | (8,690) |
Increase (decrease) in cash | 23,627 | (545,610) |
Cash, beginning of period | 3,323,708 | 1,623,957 |
Cash, end of period | $ 3,347,335 | $ 1,078,347 |
Reporting Entity
Reporting Entity | 6 Months Ended |
Jun. 30, 2024 | |
Reporting Entity | |
Reporting Entity | 1. Reporting entity: Greenbrook TMS Inc. (the “Company”), an Ontario corporation along with its subsidiaries, controls and operates a network of outpatient mental health services centers that specialize in the provision of Transcranial Magnetic Stimulation (“TMS”) therapy and other treatment modalities for the treatment of depression and related psychiatric services. The Company’s head and registered office is located at 890 Yonge Street, 7th Floor, Toronto, Ontario, Canada, M4W 3P4. Our United States corporate headquarters is located at 8401 Greensboro Drive, Suite 425, Tysons Corner, Virginia, USA, 22102. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2024 | |
Basis of presentation | |
Basis of presentation | 2. Basis of presentation: (a) Going concern: These condensed interim consolidated financial statements for the three and six months ended June 30, 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America ( “ ” “ ” The Company has experienced losses since inception and has negative cash flow from operating activities of $25,796,227 for the six months ended June 30, 2024 ($12,252,406 – six months ended June 30, 2023). The Company’s cash balance, excluding restricted cash, as at June 30, 2024 was $3,347,335 ($3,323,708 as at December 31, 2023) and negative working capital as at June 30, 2024 was $10,930,237 (negative working capital of $17,681,089 as at December 31, 2023). On July 14, 2022, the Company entered into a credit agreement (the “Madryn Credit Agreement”), as amended, for a $75,000,000 secured credit facility (the “Madryn Credit Facility”) with Madryn Fund Administration, LLC and its affiliated entities (collectively, “Madryn”). Upon closing of the Madryn Credit Facility, the Company drew a $55,000,000 term loan under the Madryn Credit Facility. In addition, the Madryn Credit Facility permits the Company to draw up to an additional $20,000,000 in a single draw at any time on or prior to December 31, 2024 for purposes of funding future mergers and acquisition activity. On March 23, 2023, the Company completed a non-brokered private placement of common shares of the Company (the “Common Shares”), for aggregate gross proceeds to the Company of approximately $6,250,000 (the “2023 Private Placement”). The 2023 Private Placement included investments by Madryn, together with certain of the Company’s other major shareholders, including Greybrook Health Inc. (“Greybrook Health”) and affiliates of Masters Special Situations LLC (“MSS”). On July 13, 2023, the Company entered into a purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”). The Alumni Purchase Agreement provided equity line financing for sales from time to time of up to $4,458,156 of Common Shares. The Company issued an aggregate of 1,761,538 Common Shares under the Alumni Purchase Agreement for gross proceeds of $481,437. 2. Basis of presentation (continued): On February 26, 2024, the Company completed a registered direct offering of Common Shares (the “February 2024 Direct Offering”). Pursuant to the February 2024 Direct Offering, an aggregate of 2,828,249 Common Shares were issued at a price of $0.20 per Common Share, for aggregate gross proceeds to the Company of $565,649. See note 14. During the six months ended June 30, 2024, the Company received an aggregate of $27,284,264 in debt financings from Madryn in order to satisfy short-term cash requirements, and certain amendments to the Madryn Credit Facility were also effected to amend the Company’s minimum liquidity covenant. See note 9. The terms of the Madryn Credit Facility require the Company to satisfy various financial covenants including a minimum liquidity and minimum consolidated revenue amounts that became effective on July 14, 2022 and September 30, 2022, respectively. A failure to comply with these covenants, or failure to obtain a waiver for any non-compliance, would result in an event of default under the Madryn Credit Agreement and would allow Madryn to accelerate repayment of the debt, which could materially and adversely affect the business, results of operations and financial condition of the Company. On February 21, 2023, March 20, 2023, June 14, 2023, July 3, 2023, July 14, 2023, August 1, 2023, August 14, 2023, September 15, 2023, September 29, 2023, October 12, 2023, November 15, 2023, December 14, 2023, January 19, 2024, February 15, 2024, March 15, 2024, March 28, 2024, May 1, 2024, June 4, 2024, June 25, 2024, July 18, 2024 and August 2, 2024, the Company received waivers from Madryn with respect to the Company’s non-compliance with the minimum liquidity covenant which has been extended to September 9, 2024. In addition, the Company also received a waiver relating to the requirement to deliver financial statements within 90 days of each fiscal year end until April 26, 2024, and audited financial statements for such fiscal year, accompanied by a report and opinion of an independent certified public accountant which is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. As at June 30, 2024, the Company was in compliance with the financial covenants of the Madryn Credit Agreement, as amended. On July 18, 2024 and August 2, 2024, the Company received an aggregate of $4,081,219 in debt financing from Madryn in order to satisfy the Company ’ On February 22, 2024, the Company received the final delisting notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) due to the continued failure to satisfy either the $1.00 minimum bid price listing requirement in Nasdaq Listing Rule 5550(a)(2) or the minimum stockholders’ equity requirements in Nasdaq Listing Rule 5550(b). Consequently, the trading of the Company’s Common Shares was suspended as of the open of trading on February 26, 2024. The Company determined that it was in the overall best interests of the Company not to appeal the decision. Subsequently, the Company’s Common Shares have been quoted on OTCQB Market, operated by OTC Markets Group Inc. (the “OTCQB Market”). 2. Basis of presentation (continued): Although the Company believes it will become cash flow positive in the future, the timing of this is uncertain given that the Company has historically not been able to meet its forecast, and is also dependent on the continued execution of the Restructuring Plan (as defined below) (see note 24), and our ability to meet our debt obligations and remain in compliance with debt covenants. The Company will require additional financing in order to fund its operating and investing activities, including making timely payments to certain vendors, landlords, lenders (including shareholders) and similar other business partners. The delay in such payments may result in potential defaults under the terms of the agreements the Company has with various parties. As such, additional financing is required in order for the Company to repay its short-term obligations. The Company has historically been able to obtain financing from supportive shareholders, its lenders and other sources when required; however, the Company may not be able to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. If additional financing is not obtained, the Company may not be able to repay its short-term obligations and will need to obtain additional amendments or waivers from Madryn in order to remain compliant with the covenants and avoid Madryn accelerating repayment of the debt; however, there can be no assurances that such amendments or waivers will be obtained, which may result in a requirement to file for bankruptcy protection. The existence of the above-described conditions indicate substantial doubt as to the Company ’ These condensed interim consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the condensed interim consolidated balance sheet classification used, and these adjustments may be material. (b) Basis of measurement: These condensed interim consolidated financial statements have been prepared on a historic cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. Other measurement bases are described in the applicable notes. Presentation of the condensed interim consolidated balance sheet differentiates between current and non - current assets and liabilities. The condensed interim consolidated statements of comprehensive loss are presented using the function classification of expense. Regional operating loss presents regional operating loss on an entity-wide basis and is calculated as total revenue less direct center and patient care costs, other regional and center support costs, and depreciation. These costs encapsulate all costs (other than incentive compensation such as share-based compensation granted to senior regional employees) associated with the center and regional management infrastructure, including the cost of the delivery of treatments to patients and the cost of the Company’s regional patient acquisition strategy. |
Material accounting policies
Material accounting policies | 6 Months Ended |
Jun. 30, 2024 | |
Material accounting policies | |
Material accounting policies | 3. Material accounting policies: These condensed interim consolidated financial statements have been prepared using the material accounting policies consistent with those applied in the Company’s December 31, 2023 audited consolidated financial statements, except as described below relating to the application of ASC Topic 606, Revenue from Contracts with Customers (a) Revenue recognition: Other revenue is recognized at a point in time upon the performance of services under contracts with customers and represents the consideration to which the Company expects to be entitled. Other revenue includes revenue from research agreements. Research agreements consist of arrangements with other companies to perform studies and investigational tasks on the delivery and scalability of various treatment modalities. Revenue related to research agreements is recognized based on the completion of pre-set milestones, outlined in the contract. |
Recent accounting pronouncement
Recent accounting pronouncements | 6 Months Ended |
Jun. 30, 2024 | |
Recent accounting pronouncements | |
Recent accounting pronouncements | 4. Recent accounting pronouncements: Recent accounting pronouncements adopted: The SEC has issued the following amendments to the existing standards that became effective for periods beginning on or after January 1, 2024: (i) Accounting Standards Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard introduces improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The adoption of the amendments to the existing standards did not have a material impact on these condensed interim consolidated financial statements. |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, plant and equipment | |
Property, plant and equipment | 5. Property, plant and equipment: Leasehold improvements TMS devices Total Cost Balance, December 31, 2023 $ 359,662 $ 6,427,908 $ 6,787,570 Additions — 590,942 590,942 Asset Disposal (8,950) (80,000) (88,950) Balance, June 30, 2024 $ 350,712 $ 6,938,850 $ 7,289,562 Accumulated depreciation Balance, December 31, 2023 $ 156,540 $ 1,837,051 $ 1,993,591 Depreciation 30,962 477,729 508,691 Asset Disposal (8,950) (80,000) (88,950) Balance, June 30, 2024 $ 178,552 $ 2,234,780 $ 2,413,332 Net book value Balance, December 31, 2023 $ 203,122 $ 4,590,857 $ 4,793,979 Balance, June 30, 2024 172,160 4,704,070 4,876,230 |
Intangible assets
Intangible assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible assets | |
Intangible assets | 6. Intangible assets: Management Covenant not service agreement to compete Total Cost Balance, December 31, 2023 $ 2,792,178 $ 355,238 $ 3,147,416 Additions — — — Balance, June 30, 2024 $ 2,792,178 $ 355,238 $ 3,147,416 Accumulated amortization Balance, December 31, 2023 $ 2,176,641 $ 348,718 $ 2,525,359 Amortization 28,667 4,427 33,094 Balance, June 30, 2024 $ 2,205,308 $ 353,145 $ 2,558,453 Net book value Balance, December 31, 2023 $ 615,537 $ 6,520 $ 622,057 Balance, June 30, 2024 586,870 2,093 588,963 |
Right-of-use assets and lease l
Right-of-use assets and lease liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Right-of-use assets and lease liabilities | |
Right-of-use assets and lease liabilities | 7. Right-of-use assets and lease liabilities: The Company enters into lease agreements related to TMS devices and mental health treatment centers (“Treatment Centers”). These lease agreements range from one year to seven years in length. Right-of-use assets are initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. Lease liabilities have been measured by discounting future lease payments using a rate implicit in the lease or the Company’s incremental borrowing rate. The Company’s incremental borrowing rate during the period ended June 30, 2024 is 14.5% (December 31, 2023 – 14.5%). (a) Finance leases: Finance leases include lease agreements relating to TMS devices. June 30, 2024 Finance right-of-use assets, beginning of the period $ 2,140,338 Impact of lease additions, disposals and/or modifications — Exercise of buy-out options into property, plant and equipment (590,942) Depreciation on right-of-use assets (115,257) Finance right-of-use assets, end of the period $ 1,434,139 June 30, 2024 Finance lease liabilities, beginning of the period $ 857,837 Impact of lease additions, disposals and/or modifications 7,333 Interest expense on lease liabilities 39,283 Payments of lease liabilities (389,735) Finance lease liabilities, end of the period $ 514,718 Less current portion of finance lease liabilities 452,550 Long term portion of finance lease liabilities $ 62,168 (b) Operating leases: Operating leases include lease agreements relating to Treatment Centers. June 30, 2024 Operating right-of-use assets, beginning of the period $ 28,887,905 Impact of lease additions, disposals and/or modifications 2,268,020 Right-of-use asset lease expense (2,087,360) Operating right-of-use assets, end of the period $ 29,068,565 7. Right-of-use assets and leases liabilities (continued): June 30, 2024 Operating lease liabilities, beginning of the period $ 30,398,566 Impact of lease additions, disposals and/or modifications 2,318,804 Lease liability expense 1,622,053 Payments of lease liabilities (3,647,715) Operating lease liabilities, end of the period 30,691,708 Less current portion of operating lease liabilities 4,447,990 Long term portion of operating lease liabilities $ 26,243,718 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 8. Accounts payable and accrued liabilities: The accounts payable and accrued liabilities are as follows: June 30, December 31, 2024 2023 Accounts payable $ 11,648,232 $ 9,050,616 Accrued liabilities 4,306,444 4,651,014 Total $ 15,954,676 $ 13,701,630 |
Loans payable
Loans payable | 6 Months Ended |
Jun. 30, 2024 | |
Loans payable. | |
Loans payable | 9. Loans payable: (a) Borrowings: TMS device Credit Promissory Neuronetics loans (i) Facility (ii) notes (iii) Note (iv) Total Short Term $ 17,453 $ 4,181,444 $ 1,078,097 $ 1,600,000 $ 6,876,994 Long Term — 114,225,718 6,240,987 2,800,000 123,266,705 Total, net $ 17,453 $ 118,407,162 $ 7,319,084 $ 4,400,000 $ 130,143,699 Unamortized capitalized financing costs — 2,994,475 159,241 — 3,153,716 Total, June 30, 2024 $ 17,453 $ 121,401,637 $ 7,478,325 $ 4,400,000 $ 133,297,415 9. Loans payable (continued): (i) TMS Device loans: During the year ended December 31, 2022, the Company assumed loans as part of the Success TMS Acquisition (as defined below) from three separate financing companies for the purchase of TMS devices. These TMS device loans bear an average interest rate of 9.3% with average monthly blended interest and capital payments of $1,538 and mature during the years ending December 31, 2023 to December 31, 2025. There are no covenants associated with these loans. During the six months ended June 30, 2024, the Company repaid TMS device loans totalling $44,493 (June 30, 2023 - $84,665). (ii) Credit Facility: On July 14, 2022, the Company entered into the Madryn Credit Agreement in respect of the Madryn Credit Facility. The Madryn Credit Facility provided the Company with a $55,000,000 term loan (the “Existing Loan”) that was funded at closing on July 14, 2022, with an option to draw up to an additional $20,000,000 in a single draw at any time on or prior to December 31, 2024 for the purposes of funding future mergers and acquisition activity. As at December 31, 2022, all amounts borrowed under the Madryn Credit Facility bore interest at a rate equal to the three-month London Interbank Offered Rate (“LIBOR”) plus 9.0%, subject to a minimum three-month LIBOR floor of 1.5%. The Madryn Credit Facility matures over 63 months and provides for four years of interest- only payments. The initial principal balance of $55,000,000 is due in five equal 3 month installments beginning on September 30, 2026. The Company has granted general security over all assets of the Company in connection with the performance and prompt payment of all obligations of the Madryn Credit Facility. On February 1, February 21, March 20, March 24, August 1, September 15, October 19, November 2, November 15, December 5, December 14, and December 28, 2023, and January 19, February 5, February 15, March 1, March 15, March 29, April 15, May 1, May 15, June 4, June 25, and June 27, 2024, the Company entered into amendments to the Madryn Credit Facility, whereby Madryn extended twenty-four additional tranches of debt financing to the Company in an aggregate principal amount of $54,015,902, each of which were fully funded at closing of the applicable tranche (the “New Loans”). The terms and conditions of the New Loans are consistent with the terms and conditions of the Existing Loan. Subsequent to June 30, 2024, the Company entered into two additional amendments on July 18 and August 2, 2024. See note 25. In addition, the Madryn Credit Facility was amended on February 21, 2023 to provide that, commencing March 31, 2023, all advances under the Madryn Credit Facility (including the New Loans) will cease to accrue interest using the LIBOR benchmark and instead will accrue interest at a rate equal to 9.0% plus the 3-month Term Secured Overnight Financing Rate (“SOFR”) benchmark (subject to a floor of 1.5%) plus 0.10%. The carrying amount of the Madryn Credit Facility as at June 30, 2024 is $118,407,162 (December 31, 2023 – $83,943,636). Interest expense for the three and six months ended June 30, 2024 were $4,177,270 and $7,808,097 (three and six months ended June 30, 2023 - $2,378,747 and $4,627,386, respectively).Financing costs of $4,381,573 were incurred and are deferred over the term of the Madryn Credit Facility, of which $549,264 was incurred during the six months ended June 30, 2024 associated with the various amendments. Amortization of deferred financing costs for the three and six months ended June 30, 2024 were $231,737 and $434,908, respectively (three and six months ended June 30, 2023 – $164,362 and $318,166, respectively) at an effective interest rate of 0.87% (December 31, 2023 – 1.01%) and were included in interest expense. 9. Loans payable (continued): In accordance with the terms of the Madryn Credit Agreement, the Company has issued conversion instruments (each, a “Madryn Conversion Instrument”) to Madryn and certain of its affiliated entities that provide the holders thereof with the option to convert up to $5,000,000 of the outstanding principal amount of the Madryn Credit Facility into Common Shares at a price per share equal to $1.90, subject to customary anti-dilution adjustments. The New Loans provide the holders with the option to convert up to $2,430,149 of the outstanding principal amount of the New Loans into Common Shares at a price per share equal to $1.90, subject to customary anti-dilution adjustments. The instrument is convertible into up to 3,910,604 Common Shares. The conversion instruments have been recorded utilizing the no proceeds allocated method, which results in all proceeds allocated to the financial liability. The terms of the Madryn Credit Agreement require the Company to satisfy various affirmative and negative covenants and to meet certain financial tests, including but not limited to, consolidated minimum revenue and minimum liquidity covenants. In addition, the Madryn Credit Agreement contains affirmative and negative covenants that limit, among other things, the Company’s ability to incur additional indebtedness outside of what is permitted under the Madryn Credit Agreement, create certain liens on assets, declare dividends and engage in certain types of transactions. The Madryn Credit Agreement also includes customary events of default, including payment and covenant breaches, bankruptcy events and the occurrence of a change of control. The Madryn Credit Facility also requires the Company to deliver to Madryn annual audited financial statements that do not contain any “going concern” note, however, the Company has obtained waivers from Madryn with respect to such obligation for fiscal 2023. On June 14, 2023, the Company received a waiver from Madryn under the Madryn Credit Agreement to temporarily reduce the Company’s minimum liquidity covenant until June 30, 2023. As consideration for the waiver, Madryn received an amendment fee in the amount of $1,000,000, which was paid-in-kind by adding the amount to the outstanding principal balance of the loan and was recorded in corporate, general and administrative expenses. On August 1, 2023, the Company amended the Madryn Credit Agreement to convert the June 30, 2023 cash interest payment into paid-in-kind interest. During the six months ended June 30, 2024, the Company amended the Madryn Credit Agreement to convert the March 31, 2024 and June 30, 2024 cash interest payments into paid-in-kind interest. On February 21, 2023, March 20, 2023, June 14, 2023, July 3, 2023, July 14, 2023, August 1, 2023, August 14, 2023, September 15, 2023, September 29, 2023, October 12, 2023, November 15, 2023, December 14, 2023, January 19, 2024, February 15, 2024, March 15, 2024, March 28, 2024, May 1, 2024, June 4, 2024, June 25, 2024, July 18, 2024 and August 2, 2024, the Company received waivers from Madryn with respect to the Company’s non-compliance with the minimum liquidity covenant. As at June 30, 2024, the Company was in compliance with the financial covenants under the Madryn Credit Agreement. In addition, the Company also received a waiver relating to the requirement to deliver financial statements within 90 days of 2023 fiscal year end until April 26, 2024, and audited financial statements for such fiscal year, accompanied by a report and opinion of an independent certified public accountant which is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. Pursuant to the 2023 Private Placement completed on March 23, 2023, Madryn is also a shareholder of the Company. 9. Loans payable (continued): (iii) Promissory notes: On July 14, 2022, the Company assumed two promissory notes in connection with the acquisition of Check Five LLC, a Delaware limited liability company (doing business as “Success TMS”) (the “Success TMS Acquisition”) totaling $200,000. These promissory notes bear interest at a rate of 5% per annum and have a maturity date of December 31, 2025. Upon acquisition, these two promissory notes were fair valued using an interest rate of 12%. On February 3, 2023, the Company issued additional promissory notes to certain officers of the Company, in the aggregate amount of $60,000. These promissory notes, along with the $690,000 issued to shareholders (see note 10(b)) on February 3, 2023, total $750,000 (the “February 2023 Notes”). The February 2023 Notes bear interest at a rate consistent with the Madryn Credit Facility and mature on the earlier of September 30, 2027, at the election of the noteholders upon a change of control, upon the occurrence of an event of default and acceleration by the noteholders, or the date on which the loans under the Madryn Credit Facility are repaid. On August 28, 2023, the total $60,000 par value of the February 2023 Notes issued to certain officers of the Company were subsequently exchanged for Subordinated Convertible Notes (as defined below). On August 15, August 28, September 1, September 25, September 26, September 27, September 29, October 3, October 12 and October 13, 2023, the Company issued subordinated convertible promissory notes (the “Subordinated Convertible Notes”) to Madryn, certain officers of the Company and various investors in an aggregate amount of $6,505,000 pursuant to a note purchase agreement (as amended or supplemented from time to time, the “Note Purchase Agreement”). All Subordinated Convertible Notes bear interest at a rate consistent with the Madryn Credit Facility and mature on the earlier of March 31, 2028, in the event of a change of control, acceleration of other indebtedness, or six months following repayment or refinancing of all loans under the Madryn Credit Facility. In accordance with the terms of the Note Purchase Agreement, each holder of a Subordinated Convertible Note has the option to convert any amount up to the outstanding principal amount plus accrued interest into Common Shares at any time at the election of the holders of the Subordinated Convertible Notes or on a mandatory basis by all noteholders at the request of Madryn. The Subordinated Convertible Notes are convertible into Common Shares at a conversion price equal to the lesser of 85% of the closing price per Common Share on Nasdaq or any other market as of the closing date for such Subordinated Convertible Note, as adjusted from time to time, 85% of the 30-day volume weighted average trading price of the Common Shares prior to conversion, or if the Common Shares are not listed on any of Nasdaq or another trading market at the time of conversion, a per share price equal to 85% of the fair market value per Common Share as of such date, provided that, in any event, the conversion price shall not be lower than $0.078 and no more than 200,000,000 total Common Shares can be issued upon conversion. The conversion price is also subject to anti-dilution adjustments. The Subordinated Convertible Notes have been recorded utilizing the no proceeds allocated method, which results in all proceeds allocated to the financial liability. In connection with the issuance of the Subordinated Convertible Notes, the Company concurrently entered into amendments to the Madryn Credit Agreement and the Neuronetics Note (as defined below), pursuant to which the Company is permitted to incur the indebtedness under the Subordinated Convertible Notes. Financing costs of $184,755 were incurred and are deferred over the term of the Subordinated Convertible Notes. Amortization of deferred financing costs for the three and six months ended June 30, 2024 was $7,746 and $15,171, respectively (three and six months ended June 30, 2023 – nil and nil, respectively) and were included in interest expense. 9. Loans payable (continued): The carrying value of all promissory notes referenced in note 9(a)(iii) as at June 30, 2024 is $7,319,084 (December 31, 2023 – $6,796,861). Interest expense for the three and six months ended June 30, 2024 was $263,046 and $522,224, respectively (three and six months ended June 30, 2023 – $7,373 and $13,753, respectively). During the three and six months ended June 30, 2024, the Company repaid promissory notes totalling nil and nil (three and six months ended June 30, 2023 – nil and nil, respectively). (iv) On March 31, 2023, the Company entered into an agreement with Neuronetics, Inc. (“Neuronetics”) to convert the Company’s outstanding account balance payable to Neuronetics of $5,883,644, together with Neuronetics’ out-of-pocket financing costs, into a $6,000,000 secured promissory note (the “Neuronetics Note”). All amounts borrowed under the Neuronetics Note will bear interest at a rate of SOFR plus 7.65%. Pursuant to the terms of the Neuronetics Note, in the event of default under the Neuronetics Note, the Company will be required to issue common share purchase warrants (the “Neuronetics Warrants”) to Neuronetics equal to (i) 200% of the unpaid amount of any delinquent amount or payment due and payable under the Neuronetics Note, together with all outstanding and unpaid accrued interest, fees, charges and costs, divided by (ii) the exercise price of the Neuronetics Warrants, which will represent a 20% discount to the 30-day volume-weighted average closing price of the Company’s Common Shares quoted on OTCQB Market prior to the date of issuance. Under the Neuronetics Note, the Company has granted Neuronetics a security interest in all of the Company’s assets. In connection with the entry into the Neuronetics Note, the Company concurrently entered into an amendment to the Madryn Credit Agreement pursuant to which the Company is permitted to incur the indebtedness under the Neuronetics Note. The carrying value of the Neuronetics Note as at June 30, 2024 is $4,400,000 (December 31, 2023 – $5,200,000). Interest expense for the three and six months ended June 30, 2024 was $150,163 and $314,535, respectively (three and six months ended June 30, 2023 – $190,075 and $190,075, respectively). During the three and six months ended June 30, 2024, the Company repaid a total of $550,163 and $1,114,535, respectively of the Neuronetics Note (three and six months ended June 30, 2023 – nil and nil, respectively). (b) Non-controlling interest loans: June 30, December 31, 2024 2023 Non-controlling interest loans $ 66,400 $ 63,174 The non-controlling interest holder partners of the Company, from time to time, provide additional capital contributions in the form of capital loans to the Company’s subsidiaries. These loans bear interest at a rate of 10%, compounded on a monthly basis. The loans are unsecured and are repayable subject to certain liquidity and solvency requirements and are classified as current liabilities. |
Shareholder loans
Shareholder loans | 6 Months Ended |
Jun. 30, 2024 | |
Shareholder loans | |
Shareholder loans | 10. Shareholder loans: (a) February 2023 Notes, February 2023 Greybrook Note and August 2023 Greybrook Note: On February 3, 2023, the Company issued the February 2023 Notes to certain shareholders of the Company in an aggregate amount of $690,000. The February 2023 Notes bear interest at a rate consistent with the Madryn Credit Facility and mature on the earlier of September 30, 2027, at the election of the noteholders upon a change of control, upon the occurrence of an event of default and acceleration by the noteholders, or the date on which the loans under the Madryn Credit Facility are repaid. On February 28, 2023, the Company issued a promissory note to Greybrook Health, who is a significant shareholder of the Company (the “February 2023 Greybrook Note”). The February 2023 Greybrook Note totals $1,000,000 and bears interest at a rate consistent with the Madryn Credit Facility and matures on the earlier of September 30, 2027, at the election of the noteholder upon a change of control, upon the occurrence of an event of default and acceleration by the noteholder, or the date on which the loans under the Madryn Credit Facility are repaid. In conjunction with the issuance of the February 2023 Greybrook Note, the Company granted Greybrook Health an option to convert up to $1,000,000 of the outstanding principal amount of the February 2023 Greybrook Note into Common Shares at a conversion price per share equal to 85.0% of the volume-weighted average trading price of the Common Shares on the Nasdaq for the five trading days immediately preceding the date of conversion, subject to customary anti-dilution adjustments and conversion limitations required by Nasdaq. The conversion instruments have been recorded utilizing the no proceeds allocated method, which results in all proceeds allocated to the financial liability. This conversion instrument was terminated on August 28, 2023 in connection with the exchange of the February 2023 Greybrook Note into Subordinated Convertible Notes. As additional consideration for the February 2023 Greybrook Note, the Company issued 135,870 common share purchase warrants to Greybrook Health (the “February 2023 Greybrook Warrants”), each exercisable for one Common Share at an exercise price of $1.84 per Common Share, subject to customary anti-dilution adjustments, expiring on February 28, 2028. There is a cashless exercise feature associated with the February 2023 Greybrook Warrants available to Greybrook Health. On February 28, 2023, the fair value of the February 2023 Greybrook Warrants at grant date was $63,587. Per ASC 815, the February 2023 Greybrook Warrants meet the applicable criteria to qualify for equity classification. The warrants are initially recognized according to their relative fair value as compared to the host financial liability. The relative fair value of the February 2023 Greybrook Warrants on the date of inception has been deducted from the carrying value of the February 2023 Greybrook Note as a financing cost. See note 15(b). 10. Shareholder loans (continued): On August 1, 2023, the Company issued an additional promissory note to Greybrook Health (the “August 2023 Greybrook Note”). The August 2023 Greybrook Note totals $1,000,000 and bears interest at a rate consistent with the Madryn Credit Facility and matures on the earlier of September 30, 2027, at the election of the noteholder upon a change of control, upon the occurrence of an event of default and acceleration by the noteholder, or the date on which the loans under the Madryn Credit Facility are repaid. In conjunction with the issuance of the August 2023 Greybrook Note, the Company granted Greybrook Health 250,000 common share purchase warrants, exercisable at 85% of the volume weighted average trading price of the Common Shares on the Nasdaq for the five trading days immediately preceding the exercise date, or if the Common Shares are not listed on any trading market at the time of exercise, a per share price based on fair market value, as determined by the board of directors of the Company (the “Board”), subject to customary anti-dilution adjustments, expiring on August 1, 2028 (the “August 2023 Greybrook Warrants” and, together with the February 2023 Greybrook Warrants, the “Greybrook Warrants”). See note 15(b). On August 1, 2023, the fair value of the August 2023 Greybrook Warrants at grant date was $19,728. Per ASC 815, the August 2023 Greybrook Warrants meet the applicable criteria to qualify for equity classification. The warrants are initially recognized according to their relative fair value as compared to the host financial liability. The relative fair value of the August 2023 Greybrook Warrants on the date of inception has been deducted from the carrying value of the August 2023 Greybrook Note as a financing cost. See note 15(b). Financing costs of $109,132 were incurred and are deferred over the term of the February 2023 Notes, the February 2023 Greybrook Note and the August 2023 Greybrook Note. Amortization of deferred financing costs and deferred losses for the three and six months ended June 30, 2024 were nil and nil, respectively (three and six months ended June 30, 2023 - $3,997 and $5,446, respectively) and were included in interest expense. On August 28, 2023, the February 2023 Notes, February 2023 Greybrook Note and August 2023 Greybrook Note were exchanged into Subordinated Convertible Notes. All unamortized financing costs and deferred losses were immediately expensed and interest accrued was forfeited upon exchange. The carrying value of the February 2023 Notes, the February 2023 Greybrook Note and the August 2023 Greybrook Note as at June 30, 2024 is nil (December 31, 2023 – nil). Interest expense for the three and six months ended June 30, 2024 were nil and nil, respectively (three and six months ended June 30, 2023 – $112,576 and $216,148, respectively). 10. Shareholder loans (continued): (b) Subordinated Convertible Notes: On August 15, 2023, the Company issued Subordinated Convertible Notes to certain shareholders of the Company in an aggregate amount of $500,000, and on August 28, 2023, exchanged $3,690,000 of the February 2023 Notes, the February 2023 Greybrook Note and the August 2023 Greybrook Note for Subordinated Convertible Notes. The Subordinated Convertible Notes bear interest at a rate consistent with the Madryn Credit Facility, are convertible into Common Shares pursuant to the terms of the Note Purchase Agreement and mature on the earlier of March 31, 2028, in the event of a change of control, acceleration of other indebtedness, or six months following repayment or refinancing of all loans under the Madryn Credit Facility. The conversion feature associated with the Subordinated Convertible Notes have been recorded utilizing the no proceeds allocated method, which results in all proceeds allocated to the financial liability. In connection with the issuance of the Subordinated Convertible Notes, the Company concurrently entered into amendments to the Madryn Credit Agreement and the Neuronetics Note, pursuant to which the Company is permitted to incur the indebtedness under the Subordinated Convertible Notes. Financing costs of $42,105 were incurred and are deferred over the term of the Subordinated Convertible Notes. Amortization of deferred financing costs for the three and six months ended June 30, 2024 were $1,767 and $3,461, respectively (three and six months ended June 30, 2023 – nil and nil, respectively) and were included in interest expense. The carrying value of the Subordinated Convertible Notes as at June 30, 2024 is $3,560,968 (December 31, 2023 – $3,312,641). Interest expense for the three and six months ended June 30, 2024 were $125,033 and $248,327, respectively (three and six months ended June 30, 2023 – nil and nil, respectively). During the three and six months ended June 30, 2024, the Company repaid nil and nil of the shareholder loans, respectively (three and six months ended June 30, 2023 – $52,256 and $104,513, respectively). |
Other payables
Other payables | 6 Months Ended |
Jun. 30, 2024 | |
Other payables | |
Other payables | 11. Other payables: (a) Lender warrants: June 30, December 31, 2024 2023 Lender warrants $ — $ — On December 31, 2020, as consideration for providing a credit and security agreement (the “Oxford Credit Facility”), the Company issued 51,307 common share purchase warrants to Oxford Finance LLC, each exercisable for one Common Share at an exercise price of C$11.20 per Common Share, expiring on December 31, 2025 (the “Oxford Warrants”). As the exercise price is denoted in a different currency than the Company’s functional currency, the Oxford Warrants are recorded as a financial liability on the condensed interim consolidated balance sheets. As at June 30, 2024, the value of the Oxford Warrants was nil (December 31, 2023 – nil). 11. Other payables (continued): The change in fair value of the Oxford Warrants during the three and six months ended June 30, 2024 was nil and nil, respectively (three and six months ended June 30, 2023 – decrease of nil and $6,567, respectively) and was recorded in corporate, general and administrative expenses. (b) Deferred share units: June 30, December 31, 2024 2023 Deferred share units $ 350,316 $ 376,565 On May 6, 2021, the Company adopted a deferred share unit plan (the “DSU Plan”) for non-employee directors (each, a “Non-Employee Director”). Each Non-Employee Director is required to take at least 50% of their annual retainer (other than annual committee chair retainers) in deferred share units (“DSUs”) and may elect to take additional amounts in the form of DSUs. Discretionary DSUs may also be granted to Non-Employee Directors under the DSU Plan. The DSUs granted vest immediately. Following a Non-Employee Director ceasing to hold all positions with the Company, the Non-Employee Director will receive a payment in cash equal to the fair market value of the Common Shares represented by the Non-Employee Director’s DSUs generally within ten days of the Non-Employee Director’s elected redemption date. As the DSUs are cash-settled, the DSUs are recorded as cash-settled share-based payments and a financial liability has been recognized on the condensed interim consolidated balance sheets. During the three and six months ended June 30, 2024, 2,588,746 and 2,588,746 DSUs were granted, respectively (three and six months ended June 30, 2023 – 405,217 and 405,217, respectively). As at June 30, 2024, the value of the financial liability attributable to the DSUs was $350,316 (December 31, 2023 – $376,565). For the three and six months ended June 30, 2024, the Company recognized an expense of $213,216 and a recovery of $26,249, respectively (three and six months ended June 30, 2023 – expense of $176,337 and $122,854, respectively) in corporate, general and administrative expenses related to the DSUs. (c) Performance share units: June 30, December 31, 2024 2023 Performance share units $ — $ 1,047 On May 6, 2021, the Company’s Equity Incentive Plan was amended and restated to permit the Company to grant performance share units (“PSUs”) and restricted share units (“RSUs”), in addition to stock options. Under the Equity Incentive Plan, the Company pays equity instruments of the Company, or a cash payment equal to the fair market value thereof, as consideration in exchange for employee and similar services provided to the Company. The Equity Incentive Plan is open to employees, directors, officers and consultants of the Company and its affiliates; however, Non-Employee Directors are not entitled to receive grants of PSUs. On August 5, 2021, 38,647 PSUs were granted under the Equity Incentive Plan. The performance period in respect of this award was August 5, 2021 to December 31, 2023. The PSUs vested on December 31, 2023 (the “Vesting Date”). Pursuant to the grant agreement, upon satisfaction of the performance vesting conditions, the PSUs were settled in cash. The Company finalized that 3,865 PSUs vested on the Vesting Date. 11. Other payables (continued): As at June 30, 2024, the value of the financial liability attributable to the PSUs is nil (December 31, 2023 - $1,047). As at June 30, 2024, the Company has not issued any RSUs under the Equity Incentive Plan (December 31, 2023 – nil). The change in fair value of the PSUs during the three months and six months ended June 30, 2024 was a decrease of nil and $1,047, respectively (three and six months ended June 30, 2023 – a decrease of $1,141 and $42,241, respectively) and was recorded in corporate, general and administrative expenses. (d) Device contract termination: June 30, December 31, 2024 2023 Device contract termination $ — $ 3,750,000 On August 21, 2023, the Company entered into a settlement and mutual release agreement with a TMS device manufacturer for the termination of TMS device contracts. In accordance with the terms of the settlement, the Company recognized an amount payable of $6,600,000, due in equal instalments over 44 weeks. As a result of the settlement and mutual release agreement, the Company recognised a gain on extinguishment of liabilities totalling $2,030,635, offset by a loss on impairment of right-of-use assets totalling $5,267,404, resulting in a net loss on device contract termination of $3,236,769. Pursuant to the terms of the mutual release, in the event of default, interest will accrue at a rate of 6% per annum on any unpaid portion. (e) Klein Note settlement: June 30, December 31, 2024 2023 Klein Note settlement $ — $ 1,603,169 On July 14, 2022, in connection with the Success TMS Acquisition, the Company assumed the obligation of Success TMS to repay a promissory note (the “Klein Note”) to Benjamin Klein, who is a significant shareholder of the Company, totalling $2,090,264. On November 20, 2023, the Company entered into a settlement agreement on the Klein Note. In accordance with the terms of the settlement, the Company was required to make payments totalling $2,228,169, structured as an initial immediate payment of $250,000, weekly payments of $75,000 thereafter up to and until the May 1, 2024 maturity date of the promissory note, upon which the balance owing became due. In accordance with the terms of the settlement, the Klein Note was fully repaid on May 1, 2024. 11. Other payables (continued): (f) PA Settlement Agreement: June 30, December 31, 2024 2023 PA Settlement Agreement $ 800,000 $ — As of June 30, 2024, the Company estimates a payable of $800,000, as part of the Delaware Complaint (December 31, 2023 – nil). See note 16. On August 9, 2024, the Company entered into the PA Settlement Agreement (as defined below). See note 25(b). |
Deferred and contingent conside
Deferred and contingent consideration | 6 Months Ended |
Jun. 30, 2024 | |
Deferred and contingent consideration | |
Deferred and contingent consideration | 12. Deferred and contingent consideration: June 30, December 31, 2024 2023 Deferred and contingent consideration $ 1,000,000 $ 1,000,000 The deferred and contingent consideration payable balance related to the acquisition of Achieve TMS East, LLC and Achieve TMS Central, LLC (the “Achieve TMS East/Central Acquisition”) as at December 31, 2021 was $1,250,000, made up of an estimated nil earn-out payable and $1,250,000 in restricted cash that was held in an escrow account, subject to finalization of the escrow conditions. During the year ended December 31, 2022, $250,000 of the restricted cash held in escrow was released to the vendors in accordance with the terms of the agreement. As at June 30, 2024, the deferred and contingent consideration in relation to the of Achieve TMS East/Central Acquisition was $1,000,000 (December 31, 2023 – $1,000,000). |
Advance for research collaborat
Advance for research collaboration | 6 Months Ended |
Jun. 30, 2024 | |
Advance for research collaboration. | |
Advance for research collaboration | 13. Advance for research collaboration: June 30, December 31, 2024 2023 Advance for research collaboration $ — $ 1,300,000 On December 29, 2023, the Company entered into a three-year research collaboration agreement with Compass Pathways plc, a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health to explore delivery models for investigational COMP360 psilocybin treatment (“COMP360”) upon regulatory approval by the U.S. Food and Drug Administration (“FDA”). The collaboration will research and investigate models for the delivery of scalable, commercial COMP360 within healthcare systems, assuming FDA approval. The research collaboration agreement outlines a payout to the Company of $3,000,000 upon the completion of various milestones, with $1,300,000 received on signing. For the three and six months ended June 30, 2024, the Company has recognized $1,300,000 and $1,300,000, respectively, in other revenue on the condensed interim consolidated statement of comprehensive loss (three and six months ended June 30, 2023 – nil and nil, respectively). As at June 30, 2024, the Company has recorded nil in advance for research collaboration on the condensed interim consolidated balance sheet (December 31, 2023 – $1,300,000). |
Common shares
Common shares | 6 Months Ended |
Jun. 30, 2024 | |
Common shares | |
Common shares | 14. Common shares: The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As at June 30, 2024 and December 31, 2023, there were nil preferred shares issued and outstanding. Total Number amount December 31, 2023 42,774,011 $ 120,741,061 Issuance of Common Shares – February 2024 Direct Offering 2,828,249 495,649 June 30, 2024 45,602,260 $ 121,236,710 On February 26, 2024, the Company completed the February 2024 Direct Offering. Pursuant to the February 2024 Direct Offering, an aggregate of 2,828,249 Common Shares were issued at a price of $0.20 per Common Share, for aggregate gross proceeds to the Company of $565,649. The Company incurred financing costs of $70,000 which was recorded as a reduction in equity. |
Contributed surplus
Contributed surplus | 6 Months Ended |
Jun. 30, 2024 | |
Contributed surplus | |
Contributed surplus | 15. Contributed surplus: Contributed surplus is comprised of share-based compensation and lender warrants. (a) Share-based compensation – stock options Stock options granted under the Equity Incentive Plan are equity-settled. The fair value of the grant of the options is recognized as an expense in the condensed interim consolidated statements of comprehensive loss. The total amount to be expensed is determined by the fair value of the options granted. The total expense is recognized over the vesting period which is the period over which all of the service vesting conditions are satisfied. The vesting period is determined at the discretion of the Board and has ranged from immediate vesting to over three years. The maximum number of Common Shares reserved for issuance, in the aggregate, under the Equity Incentive Plan is 10% of the aggregate number of Common Shares outstanding, provided that the maximum number of RSUs and PSUs shall not exceed 5% of the aggregate number of Common Shares outstanding. As at June 30, 2024, this represented 4,560,226 Common Shares (December 31, 2023 – 4,277,401). As at June 30, 2024, 2,257,000 stock options are outstanding (December 31, 2023 – 1,704,500). The stock options have an expiry date of ten years from the applicable date of issue. The Company has not issued any RSUs or equity-settled PSUs under the Equity Incentive Plan. June 30, 2024 December 31, 2023 Weighted Number Weighted Number of average of stock average stock options exercise price options exercise price Outstanding, beginning of period 1,704,500 $ 3.11 764,667 $ 8.15 Granted 575,000 0.10 1,313,000 0.63 Forfeited (17,500) (0.75) (373,167) (4.71) Expired (5,000) (0.75) — — Outstanding, end of period 2,257,000 $ 2.33 1,704,500 $ 3.11 15. Contributed surplus (continued): The weighted average contractual life of the outstanding options as at June 30, 2024 was 7.83 years (December 31, 2023 – 7.89 years). The total number of stock options exercisable as at June 30, 2024 was 1,313,582 (December 31, 2023 – 1,087,164). During the three and six months ended June 30, 2024, the Company recorded a total share-based compensation expense in respect of stock options of $33,885 and $59,187, respectively (three and six months ended June 30, 2023 – $513,782 and $576,730, respectively). As at June 30, 2024, the total compensation cost not yet recognized related to options granted is approximately $121,218 (December 31, 2023 – $183,312) and will be recognized over the remaining average vesting period of 1.23 years (December 31, 2023 – 1.03 years). (b) Greybrook Warrants As consideration for the purchase of the February 2023 Greybrook Note, the Company issued 135,870 February 2023 Greybrook Warrants to Greybrook Health. Each February 2023 Greybrook Warrant is exercisable for one Common Share at an exercise price of $1.84, subject to customary anti-dilution adjustments. The February 2023 Greybrook Warrants will expire on February 28, 2028. Per ASC 815, the February 2023 Greybrook Warrants meet the applicable criteria to qualify for equity classification and therefore are included in contributed surplus. See note 10(a). The fair value of the February 2023 Greybrook Warrants granted on February 28, 2023 was estimated to be $0.47 per warrant using the Black-Scholes option pricing model based on the following assumptions: volatility of 48.86% calculated based on a comparable company; remaining life of 5.0 years; expected dividend yield of 0%; forfeiture rate of 0% and an annual risk-free interest rate of 4.18%. As consideration for the purchase of the August 2023 Greybrook Note issued on August 1, 2023, the Company issued 250,000 August 2023 Greybrook Warrants. Each August 2023 Greybrook Warrant is exercisable for one Common Share at an exercise price equal to 85% of the volume weighted average trading price of the Common Shares on the Nasdaq for the five The fair value of the August 2023 Greybrook Warrants granted on August 1, 2023 were valued at $19,728 using a closing share price of $0.50 per share and 85% of the volume weighted average trading price of the Common Shares five The weighted average contractual life of the Greybrook Warrants as at June 30, 2024 was 3.9 years (December 31, 2023 – 4.4 years). The total number of Greybrook Warrants exercisable as at June 30, 2024 was 385,870 (December 31, 2023 – 385,870). |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Contingencies | |
Contingencies | 16. Contingencies: The Company may be involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. On May 24, 2023, the Success TMS and its direct and indirect owners, including Benjamin Klein filed a complaint in the Superior Court of the State of Delaware against the Company and certain executive officers of the Company, and subsequently filed a first amended complaint on August 31, 2023 (the “Delaware Complaint”), concerning alleged disputes arising out of the Success TMS Acquisition (the “Purchase Agreement Claims”). The Purchase Agreement Claims allege contractual fraud, indemnification for breach of certain representations and warranties of the Company contained in the Membership Interest Purchase Agreement dated as of May 15, 2022 (the “Purchase Agreement”), other breaches of the Purchase Agreement and a registration rights agreement, and breach of the implied covenant of good faith and fair dealing. The Delaware Complaint seeks damages in an amount to be determined at trial, which are alleged to exceed $1 million. On August 9, 2024, the Company entered into the PA Settlement Agreement. See note 25(b). The Company believes that the resolution of the matter is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Pensions
Pensions | 6 Months Ended |
Jun. 30, 2024 | |
Pensions | |
Pensions | 17. Pensions: The Company has adopted a defined contribution pension plan for its employees whereby the Company matches contributions made by participating employees up to a maximum of 3.5% of such employees’ annual salaries. During the three and six months ended June 30, 2024, contributions, which were recorded as expenses within direct center and patient care costs, other regional and center support costs and corporate, general and administrative expenses, amounted to $246,263 and $445,961 (three and six months ended June 30, 2023 - $180,145 and $375,909, respectively). |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income taxes | |
Income taxes | 18. Income taxes: During the six months ended June 30, 2024, there were no significant changes to the Company’s tax position. |
Risk management arising from fi
Risk management arising from financial instruments | 6 Months Ended |
Jun. 30, 2024 | |
Risk management arising from financial instruments | |
Risk management arising from financial instruments | 19. Risk management arising from financial instruments: In the normal course of business, the Company is exposed to risks related to financial instruments that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: (a) Fair value: The Company has Level 1 financial instruments which consists of cash, restricted cash, accounts receivable and accounts payable and accrued liabilities which approximate their fair value given their short-term nature. The Company also has lender warrants and DSUs that are considered Level 2 financial instruments (see note 11). The Company has deferred and contingent consideration (note 12) that are considered Level 3 financial instruments. The carrying value of the loans payable, shareholder loans and finance lease obligations approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed interim consolidated balance sheets and the market rates of interest is insignificant. 19. Risk management arising from financial instruments (continued): Financial instruments are classified into one of the following categories: financial assets or financial liabilities. (b) Credit risk: Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from patients and third-party payors including federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies. The Company’s exposure to credit risk is mitigated in large part due to the majority of the accounts receivable balance being receivable from large, creditworthy medical insurance companies and government-backed health plans. The Company’s aging schedule in respect of its accounts receivable balance as at June 30, 2024 and December 31, 2023 is provided below: June 30, December 31, Days since service delivered 2024 2023 0 - 90 $ 9,029,950 $ 5,954,636 91 - 180 1,188,260 1,013,083 181 - 270 393,345 379,772 270+ 240,202 222,352 Total accounts receivable $ 10,851,757 $ 7,569,843 Based on the Company’s industry, none of the accounts receivable in the table above are considered “past due”. Furthermore, the payors have the ability and intent to pay, but price lists for the Company’s services are subject to the discretion of payors. As such, the timing of collections is not linked to increased credit risk. The Company continues to collect on services rendered in excess of 24 months from the date such services were rendered. (c) Liquidity risk: Liquidity risk is the risk that the Company may encounter difficulty in raising funds to meet its financial commitments or can only do so at excessive cost. The Company ensures there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and its ability to raise capital from existing or new investors and/or lenders (see note 2(a)). 19. Risk management arising from financial instruments (continued): (d) Currency risk: Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. The Company has minimal exposure to currency risk as substantially all of the Company’s revenue, expenses, assets and liabilities are denominated in U.S. dollars. The Company pays certain vendors and payroll costs in Canadian dollars from time to time, but due to the limited size and nature of these payments it does not give rise to significant currency risk. (e) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to changes in interest rates on its cash and long-term debt. Certain loans payable and shareholder loans (see note 9 and note 10) bear interest at a rate equal to the 3-month Term SOFR plus 9.1% or at a rate equal to the 3-month Term SOFR plus 7.65%. A 1% increase in interest rates would result in a $4,222,733 increase to interest expense on the condensed interim consolidated statements of comprehensive loss over the term of the loans payable and shareholder loans. |
Capital management
Capital management | 6 Months Ended |
Jun. 30, 2024 | |
Capital management | |
Capital management | 20. Capital management: The Company’s objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value. The capital structure of the Company consists of its shareholders’ equity, including contributed surplus and deficit, as well as loans payable and shareholder loans. The Company’s primary uses of capital are to finance operations, finance new center start-up costs, increase non-cash working capital, capital expenditures and finance service debt obligations. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. The Company, as part of its annual budgeting process and on an ongoing basis, periodically evaluates its estimated cash requirements to fund working capital requirements of existing operations. Based on this and taking into account its anticipated cash flows from operations and its holdings of cash, the Company validates whether it has the sufficient capital or needs to obtain additional capital. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related party transactions | |
Related party transactions | 21. Related party transactions: (a) Transactions with significant shareholder - Greybrook Health As at June 30, 2024, nil is included in accounts payable and accrued liabilities for amounts payable for management services rendered and other overhead costs incurred by Greybrook Health in the ordinary course of business (December 31, 2023 – $4,884). These amounts were recorded at their exchange amount, being the amount agreed to by the parties. During the three and six months ended June 30, 2024, the Company recognized nil and nil, respectively, in corporate, general and administrative expenses (three and six months ended June 30, 2023 – $1,667 and $3,223, respectively) related to transactions with Greybrook Health. 21. Related party transactions (continued): (b) Loans from shareholder – Greybrook Health In connection with the February 2023 Notes, the February 2023 Greybrook Note and the August 2023 Greybrook Note, the Company received loans from and issued promissory notes to Greybrook Health, who is a significant shareholder of the Company. The February 2023 Notes, the February 2023 Greybrook Note and the August 2023 Greybrook Note total $2,437,604 and were exchanged on August 28, 2023 for Subordinated Convertible Notes with the same principal amount. As additional consideration for the February 2023 Greybrook Note, the Company issued 135,870 February 2023 Greybrook Warrants to Greybrook Health and as consideration for the August 2023 Greybrook Note, the Company issued 250,000 August 2023 Greybrook Warrants to Greybrook Health. On August 15, 2023, the Company issued Subordinated Convertible Notes to Greybrook Health in an aggregate amount of $500,000. In addition, on August 28, 2023, the total par value of $2,437,604 of the previously issued February 2023 Notes, the February 2023 Greybrook Note, and the August 2023 Greybrook Note were exchanged for Subordinated Convertible Notes. See note 10(a), note 10(b) and note 15(b). During the three and six months ended June 30, 2024, the Company recognized $115,288 and $228,969, respectively, in interest expense (three and six months ended June 30, 2023 – $51,889 and $74,029, respectively) related to the February 2023 Notes, the February 2023 Greybrook Note, the August 2023 Greybrook Note and the Subordinated Convertible Notes issued to Greybrook Health. (c) Transactions with the significant shareholder, former officer and former director – Benjamin Klein As at June 30, 2024, nil is included in accounts payable and accrued liabilities for amounts payable for travel expenses and other related costs incurred by Benjamin Klein in the ordinary course of business (December 31, 2023 – nil). During the three and six months ended June 30, 2024, the Company recognized nil and nil, respectively, in corporate, general and administrative expenses (three and six months ended June 30, 2023 - $58,042 and $152,257, respectively) for amounts payable for employment services rendered and other related costs incurred by Benjamin Klein in the ordinary course of business. On August 9, 2024, the Company entered into the PA Settlement Agreement. See note 16 and note 25(b). (d) Loan from significant shareholder, former officer and former director – Benjamin Klein On July 14, 2022, in connection with the Success TMS Acquisition, the Company assumed the obligation to repay the Klein Note to Benjamin Klein, who is a significant shareholder of the Company. On November 20, 2023, the Company entered into a settlement agreement on the Klein Note. See note 11(e). The Klein Note totaled $2,090,264 and had an interest rate of 10% per annum and matured on May 1, 2024. The carrying amount of the Klein Note as at June 30, 2024 is nil (December 31, 2023 – nil). During the three and six months ended June 30, 2024, the Company recognized nil and nil, respectively, in interest expense (three and six months ended June 30, 2023 – $64,425 and $127,310, respectively) related to the Klein Note. 21. Related party transactions (continued): (e) Loans from shareholders and officers The February 2023 Notes (not including Greybrook Health’s contribution) total $312,396 and were exchanged for Subordinated Convertible Notes on August 28, 2023. The carrying amount of the Subordinated Convertible Notes issued to shareholders and officers (excluding Greybrook Health and Madryn) as at June 30, 2024 is $323,819 (December 31, 2023 – $328,026). See note 9(a) and note 10(b). During the three and six months ended June 30, 2024, the Company recognized $11,097 and $22,043, respectively, in interest expense (three and six months ended June 30, 2023 – $11,354 and $18,331, respectively) related to these Subordinated Convertible Notes. (f) Loan from significant shareholder – Madryn On July 14, 2022, the Company entered into the Madryn Credit Agreement in respect of the Madryn Credit Facility, which was subsequently amended, for a total principal balance of $110,015,902 as at June 30, 2024, including the amendment fee of $1,000,000 (December 31, 2023 - $82,731,638). This amount does not include the other financing and legal fees associated with each term loan issuance or the interest that has accrued on the principal balance of the Credit Facility which has been paid in kind. Pursuant to the 2023 Private Placement completed on March 23, 2023, Madryn is now a significant shareholder of the Company. See note 9(a). On August 15, September 1 and October 12, 2023, the Company issued Subordinated Convertible Notes to Madryn in an aggregate amount of $4,500,000. The Subordinated Convertible Notes bear interest at a rate consistent with the Madryn Credit Facility, are convertible according to the terms of the Note Purchase Agreement and mature on the earlier of June 30, 2028, in the event of a change of control, acceleration of other indebtedness, or six months following repayment or refinancing of all loans under the Madryn Credit Facility. See note 9(a). During the three and six months ended June 30, 2024, the Company recognized $180,677 and $358,695, respectively, in interest expense (three and six months ended June 30, 2023 – nil and nil, respectively) related to the Subordinated Convertible Notes issued to Madryn. |
Basic and diluted loss per shar
Basic and diluted loss per share | 6 Months Ended |
Jun. 30, 2024 | |
Basic and diluted loss per share | |
Basic and diluted loss per share | 22. Basic and diluted loss per share: Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Net loss attributable to the shareholders of Greenbrook TMS $ (12,405,195) $ (12,742,274) $ (26,623,491) $ (23,333,584) Weighted average common shares outstanding: Basic and diluted 45,602,260 40,800,180 44,733,245 35,594,492 Loss per share: Basic and diluted $ (0.27) $ (0.31) $ (0.60) $ (0.66) For the three and six months ended June 30, 2024, the effect of 2,257,000 options (June 30, 2023 – 1,702,500) and 437,177 lender warrants (June 30, 2023 – 187,177) have been excluded from the diluted calculation because this effect would be anti-dilutive. |
Non-controlling interest
Non-controlling interest | 6 Months Ended |
Jun. 30, 2024 | |
Non-controlling interest | |
Non-controlling interest | 23. Non-controlling interest: As a result of operating agreements with non-wholly owned entities, the Company has control over these entities under U.S. GAAP, as the Company has power over all significant decisions made by these entities and thus 100% of the financial results of these subsidiaries are included in the Company’s consolidated financial results. The following summarizes changes in the Company’s non-wholly owned entities during the reporting or comparative periods: (a) On February 27, 2023, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS Connecticut LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of Greenbrook TMS Connecticut LLC. (b) On April 18, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Fairfax LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of TMS NeuroHealth Centers Fairfax LLC. (c) On April 18, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Greenbelt LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 87.5% of TMS NeuroHealth Centers Greenbelt LLC. (d) On May 17, 2024, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS Christiansburg LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of Greenbrook TMS Christiansburg LLC. (e) On May 17, 2024, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS Lynchburg LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of Greenbrook TMS Lynchburg LLC. 23. Non-controlling interest (continued): (f) On May 17, 2024, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS Roanoke LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of Greenbrook TMS Roanoke LLC. (g) On May 17, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers St. Petersburg LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of TMS NeuroHealth Centers St. Petersburg LLC. (h) On June 3, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Mooresville LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of TMS NeuroHealth Centers Mooresville LLC. (i) On June 3, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Woodbridge LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of TMS NeuroHealth Centers Woodbridge LLC. (j) On June 3, 2024, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Wilmington LLC for the release of liabilities and losses. As at June 30, 2024, the Company has an ownership interest of 100% of TMS NeuroHealth Centers Wilmington LLC. The following table summarizes the aggregate financial information for the Company’s non-wholly owned entities as at June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Cash $ 176,059 $ 97,702 Accounts receivable, net 2,842,364 2,144,953 Prepaid expenses and other 387,213 297,485 Property, plant and equipment 937,344 1,000,592 Finance right-of-use assets — 36,165 Operating right-of-use assets 5,617,634 5,656,153 Accounts payable and accrued liabilities 1,354,993 1,239,917 Finance lease liabilities — 10,548 Operating lease liabilities 5,897,709 5,968,042 Loans payable, net 15,469,044 15,828,916 Shareholder’s equity (deficit) attributable to the shareholders of Greenbrook TMS (8,936,546) (10,902,792) Shareholder’s deficit attributable to non-controlling interest (4,586,452) (4,440,274) Distributions paid to non-controlling interest (94,500) (46,950) Partnership buyout (466,026) 253,251 Historical subsidiary investment by non-controlling interest 1,322,392 1,322,392 23. Non-controlling interest (continued): The following table summarizes the aggregate financial information for the Company’s non-wholly owned entities for the three and six months ended June 30, 2024 and June 30, 2023: Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Revenue $ 6,283,908 $ 6,498,156 $ 11,846,946 $ 12,911,943 Net loss attributable to the shareholders of Greenbrook TMS (128,582) (492,842) (1,250,734) (1,042,203) Net loss attributable to non-controlling interest (30,630) (114,724) (352,479) (183,550) |
Expenses by nature
Expenses by nature | 6 Months Ended |
Jun. 30, 2024 | |
Expenses by nature | |
Expenses by nature | 24. Expenses by nature: The components of the Company’s other regional and center support costs include the following: Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Salaries and bonuses $ 5,681,321 $ 4,107,321 $ 11,197,064 $ 8,772,966 Marketing expenses 707,756 403,548 2,224,580 816,601 Total $ 6,389,077 $ 4,510,869 $ 13,421,644 $ 9,589,567 The components of the Company’s corporate, general and administrative expenses include the following: Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Salaries and bonuses $ 3,973,998 $ 4,109,639 $ 7,910,879 $ 8,250,728 Marketing expenses 88,689 25,945 121,724 31,267 Professional and legal fees 862,223 1,577,808 1,611,437 2,627,313 Computer supplies and software 1,222,289 656,060 2,565,054 1,432,020 Financing and transaction costs 12,235 — 161,477 235,094 Travel, meals and entertainment 72,631 35,292 122,648 81,188 Restructuring expense — 162,029 684,578 463,868 Insurance 225,635 149,325 325,990 362,778 Credit facility amendment fee (note 9(a)) — 1,000,000 — 1,000,000 PA Settlement Agreement (note 11(f)) 800,000 — 800,000 — Other 241,001 424,392 874,628 934,805 Total $ 7,498,701 $ 8,140,490 $ 15,178,415 $ 15,419,061 On March 6, 2023, the Company announced that it embarked on a comprehensive restructuring plan (the “Restructuring Plan”) that aimed to strengthen the Company by leveraging its scale to further reduce complexity, streamlining its operating model and driving operational efficiencies to achieve profitability. As part of this Restructuring Plan, the Company decreased its operating footprint and headcount and operating expenses. The remaining Treatment Centers will continue clinical TMS offerings and a select and growing number of Treatment Centers will continue offering Spravato® (esketamine nasal spray) therapy. |
Subsequent event
Subsequent event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent event | |
Subsequent event | 25. Subsequent event: (a) Additional loans under Madryn Credit Facility: On July 18 and August 2, 2024, the Company entered into amendments to the Madryn Credit Facility, whereby Madryn and its affiliated entities extended two additional tranches of debt financing to the Company in an aggregate principal amount of $4,081,219. The terms and conditions are consistent with the terms and conditions of the Company’s existing aggregate term loan, with a principal balance of $110,015,902, under the Madryn Credit Facility in all material respects. In addition, the amendment to the Madryn Credit Facility entered into on August 2, 2024, extended the period during which the Company’s minimum liquidity covenant is reduced from $3,000,000 to $300,000 to September 9, 2024. (b) Purchase Agreement Settlement Agreement: On August 9, 2024, the Company entered into a settlement agreement and release (the “PA Settlement Agreement”) with Benjamin Klein, Success Behavioral Holdings, LLC, Theragroup LLC, Batya Klein (collectively, the “Plaintiffs”) and The Bereke Trust U/T/A dated 2/10/03 to fully settle the Delaware Complaint (the “Settlement”). Pursuant to the PA Settlement Agreement and in full satisfaction of the claims, the Company has agreed to (i) pay the Plaintiffs a cash settlement amount equal to $800,000, comprised of a $200,000 up-front payment followed by equal monthly installments of approximately $67,000, (ii) the entry into an assignment and assumption agreement effectively providing for the transfer to Benjamin Klein of the Company’s 12 Treatment Center locations in the State of New Jersey, and (iii) payment of certain payroll taxes owing in the amount of approximately $110,000, plus interest and penalties owing thereon. Closing of the Settlement is expected to occur on or about August 15, 2024. In conjunction with the Settlement, Benjamin Klein will relinquish to the Company all of the 11,634,660 Common Shares (the “Klein Shares”) beneficially owned, controlled or directed, directly or indirectly, by Benjamin Klein that were issued in connection with the Company’s acquisition of Success TMS in July 2022 (which includes 2,908,665 Common Shares that were held in escrow and will be released back to the Company). The Klein Shares will be returned to treasury for cancellation, following which there will be 33,967,600 Common Shares issued and outstanding (c) Definitive Arrangement Agreement: On August 12, 2024, the Company announced that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Neuronetics, in which Neuronetics will acquire all of the outstanding Common Shares of the Company in an all-stock transaction (the “Neuronetics Transaction”). The Board of Directors of each of the Company and Neuronetics have unanimously approved the Neuronetics Transaction. 25. Subsequent event (continued): Under the terms of the Arrangement Agreement, the Company’s shareholders will receive a fraction of shares of Neuronetics common stock for each Common Share owned at the exchange ratio described below such that immediately following the closing of the Neuronetics Transaction, Neuronetics shareholders will own approximately 57% of the combined company, and the Company’s shareholders will own approximately 43% of the combined company, respectively, on a fully diluted basis. As of the date of the Arrangement Agreement, each Common Share is expected to be exchanged for 0.01149 shares of Neuronetics common stock at the closing of the Neuronetics Transaction, subject to adjustment for any interim period funding by Madryn and other customary adjustments prior to the closing based on the terms of the Arrangement Agreement. An aggregate of 25,304,971 Neuronetics shares will be issued to the Company’s shareholders in connection with the Neuronetics Transaction. The Neuronetics Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The Neuronetics Transaction must be approved by the Superior Court of Ontario (Commercial List), which will consider the fairness and reasonableness of the Neuronetics Transaction to all of the Company’s shareholders. As part of the Neuronetics Transaction, Madryn has agreed to convert all of the amount outstanding under the Madryn Credit Facility and all of the Subordinated Convertible Notes (including notes held by Madryn and other third-parties, which are forced to convert as a result of Madryn’s election) into Common Shares prior to the effective date of the Neuronetics Transaction. As a result, subject to adjustment for any interim period funding by Madryn and other customary adjustments, Madryn will own 95.3% of the Common Shares immediately prior to closing and will receive 95.3% of the Neuronetics common stock being issued to the Company’s shareholders. The Neuronetics Transaction requires approval by (i) at least 66 2/3% The Arrangement Agreement provides for mutual termination fees of $1,900,000 in the event the Neuronetics Transaction is terminated by either party in certain circumstances, including to enter into a superior proposal. The combined company will continue to operate as Neuronetics, Inc., and trade under the ticker STIM on Nasdaq. Following closing of the Neuronetics Transaction, Neuronetics intends to cause the Common Shares to be delisted from the OTCQB Market and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws. Each of Neuronetics’ directors and certain members of the executive leadership team, as of August 12, 2024, who hold in the aggregate 1,680,718 Neuronetics shares (representing approximately 5.55% of issued and outstanding Neuronetics shares (on a fully-diluted basis)) have entered into voting support agreements agreeing to vote their stock in favor of the Neuronetics Transaction. 25. Subsequent event (continued): Key shareholders of the Company, including Madryn and certain holders of Subordinated Convertible Notes, and directors and certain members of the executive leadership team, as of August 12, 2024, who hold in the aggregate 16,536,208 Common Shares (representing approximately 48.7% of issued and outstanding Common Shares (on a non-diluted basis and assuming the cancellation of 11,634,660 outstanding Common Shares on or about August 15, 2024, as per the PA Settlement Agreement) have entered into voting support agreements agreeing to vote their Common Shares in favor of the Neuronetics Transaction. The Madryn voting agreement is terminable under certain specified circumstances including in the event of receipt of a superior proposal that satisfies a hurdle that represents a 20% premium to the value of the consideration payable under this Neuronetics Transaction and, concurrently therewith, the Arrangement Agreement is terminated for a superior proposal upon payment of a termination fee. The voting agreement entered into with other key shareholders of the Company are terminable under certain specified circumstances including upon the termination of the Madryn voting agreement. The Neuronetics Transaction is expected to close during the fourth quarter of 2024, subject to approval by both the Company and Neuronetics shareholders, court approval in respect of the plan of arrangement as well as other customary closing conditions. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (12,405,195) | $ (12,742,274) | $ (26,623,491) | $ (23,333,584) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Material accounting policies (P
Material accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Material accounting policies | |
Revenue recognition | (a) Revenue recognition: Other revenue is recognized at a point in time upon the performance of services under contracts with customers and represents the consideration to which the Company expects to be entitled. Other revenue includes revenue from research agreements. Research agreements consist of arrangements with other companies to perform studies and investigational tasks on the delivery and scalability of various treatment modalities. Revenue related to research agreements is recognized based on the completion of pre-set milestones, outlined in the contract. |
Going concern | (a) Going concern: These condensed interim consolidated financial statements for the three and six months ended June 30, 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America ( “ ” “ ” The Company has experienced losses since inception and has negative cash flow from operating activities of $25,796,227 for the six months ended June 30, 2024 ($12,252,406 – six months ended June 30, 2023). The Company’s cash balance, excluding restricted cash, as at June 30, 2024 was $3,347,335 ($3,323,708 as at December 31, 2023) and negative working capital as at June 30, 2024 was $10,930,237 (negative working capital of $17,681,089 as at December 31, 2023). On July 14, 2022, the Company entered into a credit agreement (the “Madryn Credit Agreement”), as amended, for a $75,000,000 secured credit facility (the “Madryn Credit Facility”) with Madryn Fund Administration, LLC and its affiliated entities (collectively, “Madryn”). Upon closing of the Madryn Credit Facility, the Company drew a $55,000,000 term loan under the Madryn Credit Facility. In addition, the Madryn Credit Facility permits the Company to draw up to an additional $20,000,000 in a single draw at any time on or prior to December 31, 2024 for purposes of funding future mergers and acquisition activity. On March 23, 2023, the Company completed a non-brokered private placement of common shares of the Company (the “Common Shares”), for aggregate gross proceeds to the Company of approximately $6,250,000 (the “2023 Private Placement”). The 2023 Private Placement included investments by Madryn, together with certain of the Company’s other major shareholders, including Greybrook Health Inc. (“Greybrook Health”) and affiliates of Masters Special Situations LLC (“MSS”). On July 13, 2023, the Company entered into a purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”). The Alumni Purchase Agreement provided equity line financing for sales from time to time of up to $4,458,156 of Common Shares. The Company issued an aggregate of 1,761,538 Common Shares under the Alumni Purchase Agreement for gross proceeds of $481,437. On February 26, 2024, the Company completed a registered direct offering of Common Shares (the “February 2024 Direct Offering”). Pursuant to the February 2024 Direct Offering, an aggregate of 2,828,249 Common Shares were issued at a price of $0.20 per Common Share, for aggregate gross proceeds to the Company of $565,649. See note 14. During the six months ended June 30, 2024, the Company received an aggregate of $27,284,264 in debt financings from Madryn in order to satisfy short-term cash requirements, and certain amendments to the Madryn Credit Facility were also effected to amend the Company’s minimum liquidity covenant. See note 9. The terms of the Madryn Credit Facility require the Company to satisfy various financial covenants including a minimum liquidity and minimum consolidated revenue amounts that became effective on July 14, 2022 and September 30, 2022, respectively. A failure to comply with these covenants, or failure to obtain a waiver for any non-compliance, would result in an event of default under the Madryn Credit Agreement and would allow Madryn to accelerate repayment of the debt, which could materially and adversely affect the business, results of operations and financial condition of the Company. On February 21, 2023, March 20, 2023, June 14, 2023, July 3, 2023, July 14, 2023, August 1, 2023, August 14, 2023, September 15, 2023, September 29, 2023, October 12, 2023, November 15, 2023, December 14, 2023, January 19, 2024, February 15, 2024, March 15, 2024, March 28, 2024, May 1, 2024, June 4, 2024, June 25, 2024, July 18, 2024 and August 2, 2024, the Company received waivers from Madryn with respect to the Company’s non-compliance with the minimum liquidity covenant which has been extended to September 9, 2024. In addition, the Company also received a waiver relating to the requirement to deliver financial statements within 90 days of each fiscal year end until April 26, 2024, and audited financial statements for such fiscal year, accompanied by a report and opinion of an independent certified public accountant which is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. As at June 30, 2024, the Company was in compliance with the financial covenants of the Madryn Credit Agreement, as amended. On July 18, 2024 and August 2, 2024, the Company received an aggregate of $4,081,219 in debt financing from Madryn in order to satisfy the Company ’ On February 22, 2024, the Company received the final delisting notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) due to the continued failure to satisfy either the $1.00 minimum bid price listing requirement in Nasdaq Listing Rule 5550(a)(2) or the minimum stockholders’ equity requirements in Nasdaq Listing Rule 5550(b). Consequently, the trading of the Company’s Common Shares was suspended as of the open of trading on February 26, 2024. The Company determined that it was in the overall best interests of the Company not to appeal the decision. Subsequently, the Company’s Common Shares have been quoted on OTCQB Market, operated by OTC Markets Group Inc. (the “OTCQB Market”). Although the Company believes it will become cash flow positive in the future, the timing of this is uncertain given that the Company has historically not been able to meet its forecast, and is also dependent on the continued execution of the Restructuring Plan (as defined below) (see note 24), and our ability to meet our debt obligations and remain in compliance with debt covenants. The Company will require additional financing in order to fund its operating and investing activities, including making timely payments to certain vendors, landlords, lenders (including shareholders) and similar other business partners. The delay in such payments may result in potential defaults under the terms of the agreements the Company has with various parties. As such, additional financing is required in order for the Company to repay its short-term obligations. The Company has historically been able to obtain financing from supportive shareholders, its lenders and other sources when required; however, the Company may not be able to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. If additional financing is not obtained, the Company may not be able to repay its short-term obligations and will need to obtain additional amendments or waivers from Madryn in order to remain compliant with the covenants and avoid Madryn accelerating repayment of the debt; however, there can be no assurances that such amendments or waivers will be obtained, which may result in a requirement to file for bankruptcy protection. The existence of the above-described conditions indicate substantial doubt as to the Company ’ These condensed interim consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the condensed interim consolidated balance sheet classification used, and these adjustments may be material. |
Basis of measurement | (b) Basis of measurement: These condensed interim consolidated financial statements have been prepared on a historic cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. Other measurement bases are described in the applicable notes. Presentation of the condensed interim consolidated balance sheet differentiates between current and non - current assets and liabilities. The condensed interim consolidated statements of comprehensive loss are presented using the function classification of expense. Regional operating loss presents regional operating loss on an entity-wide basis and is calculated as total revenue less direct center and patient care costs, other regional and center support costs, and depreciation. These costs encapsulate all costs (other than incentive compensation such as share-based compensation granted to senior regional employees) associated with the center and regional management infrastructure, including the cost of the delivery of treatments to patients and the cost of the Company’s regional patient acquisition strategy. |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, plant and equipment | |
Property, plant and equipment | Leasehold improvements TMS devices Total Cost Balance, December 31, 2023 $ 359,662 $ 6,427,908 $ 6,787,570 Additions — 590,942 590,942 Asset Disposal (8,950) (80,000) (88,950) Balance, June 30, 2024 $ 350,712 $ 6,938,850 $ 7,289,562 Accumulated depreciation Balance, December 31, 2023 $ 156,540 $ 1,837,051 $ 1,993,591 Depreciation 30,962 477,729 508,691 Asset Disposal (8,950) (80,000) (88,950) Balance, June 30, 2024 $ 178,552 $ 2,234,780 $ 2,413,332 Net book value Balance, December 31, 2023 $ 203,122 $ 4,590,857 $ 4,793,979 Balance, June 30, 2024 172,160 4,704,070 4,876,230 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible assets | |
Schedule of Intangible assets | Management Covenant not service agreement to compete Total Cost Balance, December 31, 2023 $ 2,792,178 $ 355,238 $ 3,147,416 Additions — — — Balance, June 30, 2024 $ 2,792,178 $ 355,238 $ 3,147,416 Accumulated amortization Balance, December 31, 2023 $ 2,176,641 $ 348,718 $ 2,525,359 Amortization 28,667 4,427 33,094 Balance, June 30, 2024 $ 2,205,308 $ 353,145 $ 2,558,453 Net book value Balance, December 31, 2023 $ 615,537 $ 6,520 $ 622,057 Balance, June 30, 2024 586,870 2,093 588,963 |
Right-of-use assets and lease_2
Right-of-use assets and lease liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Right-of-use assets and lease liabilities | |
Schedule of finance right-of-use assets | June 30, 2024 Finance right-of-use assets, beginning of the period $ 2,140,338 Impact of lease additions, disposals and/or modifications — Exercise of buy-out options into property, plant and equipment (590,942) Depreciation on right-of-use assets (115,257) Finance right-of-use assets, end of the period $ 1,434,139 |
Schedule of finance lease liabilities | June 30, 2024 Finance lease liabilities, beginning of the period $ 857,837 Impact of lease additions, disposals and/or modifications 7,333 Interest expense on lease liabilities 39,283 Payments of lease liabilities (389,735) Finance lease liabilities, end of the period $ 514,718 Less current portion of finance lease liabilities 452,550 Long term portion of finance lease liabilities $ 62,168 |
Schedule of operating right-of-use assets | June 30, 2024 Operating right-of-use assets, beginning of the period $ 28,887,905 Impact of lease additions, disposals and/or modifications 2,268,020 Right-of-use asset lease expense (2,087,360) Operating right-of-use assets, end of the period $ 29,068,565 |
Schedule of operating lease liabilities | June 30, 2024 Operating lease liabilities, beginning of the period $ 30,398,566 Impact of lease additions, disposals and/or modifications 2,318,804 Lease liability expense 1,622,053 Payments of lease liabilities (3,647,715) Operating lease liabilities, end of the period 30,691,708 Less current portion of operating lease liabilities 4,447,990 Long term portion of operating lease liabilities $ 26,243,718 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts payable and accrued liabilities | |
Schedule of accounts payable and accrued liabilities | June 30, December 31, 2024 2023 Accounts payable $ 11,648,232 $ 9,050,616 Accrued liabilities 4,306,444 4,651,014 Total $ 15,954,676 $ 13,701,630 |
Loans payable (Tables)
Loans payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loans payable. | |
Schedule of bank loans | TMS device Credit Promissory Neuronetics loans (i) Facility (ii) notes (iii) Note (iv) Total Short Term $ 17,453 $ 4,181,444 $ 1,078,097 $ 1,600,000 $ 6,876,994 Long Term — 114,225,718 6,240,987 2,800,000 123,266,705 Total, net $ 17,453 $ 118,407,162 $ 7,319,084 $ 4,400,000 $ 130,143,699 Unamortized capitalized financing costs — 2,994,475 159,241 — 3,153,716 Total, June 30, 2024 $ 17,453 $ 121,401,637 $ 7,478,325 $ 4,400,000 $ 133,297,415 |
Schedule of non-controlling interest loans | June 30, December 31, 2024 2023 Non-controlling interest loans $ 66,400 $ 63,174 |
Other payables (Tables)
Other payables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other payables | |
Schedule of Lender Warrants | June 30, December 31, 2024 2023 Lender warrants $ — $ — |
Schedule of Deferred share units | June 30, December 31, 2024 2023 Deferred share units $ 350,316 $ 376,565 |
Schedule of Performance share units | June 30, December 31, 2024 2023 Performance share units $ — $ 1,047 |
Schedule of Device contract termination | June 30, December 31, 2024 2023 Device contract termination $ — $ 3,750,000 |
Schedule of Klein Note settlement payable | June 30, December 31, 2024 2023 Klein Note settlement $ — $ 1,603,169 |
Schedule of PA Settlement Agreement | June 30, December 31, 2024 2023 PA Settlement Agreement $ 800,000 $ — |
Deferred and contingent consi_2
Deferred and contingent consideration (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred and contingent consideration | |
Schedule of deferred and contingent consideration | June 30, December 31, 2024 2023 Deferred and contingent consideration $ 1,000,000 $ 1,000,000 |
Advance for research collabor_2
Advance for research collaboration (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Advance for research collaboration. | |
Schedule of advance for research collaboration | June 30, December 31, 2024 2023 Advance for research collaboration $ — $ 1,300,000 |
Common shares (Tables)
Common shares (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Common shares | |
Schedule of common shares | Total Number amount December 31, 2023 42,774,011 $ 120,741,061 Issuance of Common Shares – February 2024 Direct Offering 2,828,249 495,649 June 30, 2024 45,602,260 $ 121,236,710 |
Contributed surplus (Tables)
Contributed surplus (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Contributed surplus | |
Schedule of stock options outstanding activity | June 30, 2024 December 31, 2023 Weighted Number Weighted Number of average of stock average stock options exercise price options exercise price Outstanding, beginning of period 1,704,500 $ 3.11 764,667 $ 8.15 Granted 575,000 0.10 1,313,000 0.63 Forfeited (17,500) (0.75) (373,167) (4.71) Expired (5,000) (0.75) — — Outstanding, end of period 2,257,000 $ 2.33 1,704,500 $ 3.11 |
Risk management arising from _2
Risk management arising from financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Risk management arising from financial instruments | |
Schedule of aging in respect of accounts receivable balance | June 30, December 31, Days since service delivered 2024 2023 0 - 90 $ 9,029,950 $ 5,954,636 91 - 180 1,188,260 1,013,083 181 - 270 393,345 379,772 270+ 240,202 222,352 Total accounts receivable $ 10,851,757 $ 7,569,843 |
Basic and diluted loss per sh_2
Basic and diluted loss per share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Basic and diluted loss per share | |
Schedule of basic and diluted loss per share | Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Net loss attributable to the shareholders of Greenbrook TMS $ (12,405,195) $ (12,742,274) $ (26,623,491) $ (23,333,584) Weighted average common shares outstanding: Basic and diluted 45,602,260 40,800,180 44,733,245 35,594,492 Loss per share: Basic and diluted $ (0.27) $ (0.31) $ (0.60) $ (0.66) |
Non-controlling interest (Table
Non-controlling interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Non-controlling interest | |
Schedule of balance sheet financial information of non controlling interest | June 30, December 31, 2024 2023 Cash $ 176,059 $ 97,702 Accounts receivable, net 2,842,364 2,144,953 Prepaid expenses and other 387,213 297,485 Property, plant and equipment 937,344 1,000,592 Finance right-of-use assets — 36,165 Operating right-of-use assets 5,617,634 5,656,153 Accounts payable and accrued liabilities 1,354,993 1,239,917 Finance lease liabilities — 10,548 Operating lease liabilities 5,897,709 5,968,042 Loans payable, net 15,469,044 15,828,916 Shareholder’s equity (deficit) attributable to the shareholders of Greenbrook TMS (8,936,546) (10,902,792) Shareholder’s deficit attributable to non-controlling interest (4,586,452) (4,440,274) Distributions paid to non-controlling interest (94,500) (46,950) Partnership buyout (466,026) 253,251 Historical subsidiary investment by non-controlling interest 1,322,392 1,322,392 |
Schedule of comprehensive loss financial information of non controlling interest | Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Revenue $ 6,283,908 $ 6,498,156 $ 11,846,946 $ 12,911,943 Net loss attributable to the shareholders of Greenbrook TMS (128,582) (492,842) (1,250,734) (1,042,203) Net loss attributable to non-controlling interest (30,630) (114,724) (352,479) (183,550) |
Expenses by nature (Tables)
Expenses by nature (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Expenses by nature | |
Schedule of components of the Company's other regional and center support costs | Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Salaries and bonuses $ 5,681,321 $ 4,107,321 $ 11,197,064 $ 8,772,966 Marketing expenses 707,756 403,548 2,224,580 816,601 Total $ 6,389,077 $ 4,510,869 $ 13,421,644 $ 9,589,567 |
Schedule of components of the Company's corporate, general and administrative expenses | Three months ended Six months ended June 30, June 30, June 30, June 30, 2024 2023 2024 2023 Salaries and bonuses $ 3,973,998 $ 4,109,639 $ 7,910,879 $ 8,250,728 Marketing expenses 88,689 25,945 121,724 31,267 Professional and legal fees 862,223 1,577,808 1,611,437 2,627,313 Computer supplies and software 1,222,289 656,060 2,565,054 1,432,020 Financing and transaction costs 12,235 — 161,477 235,094 Travel, meals and entertainment 72,631 35,292 122,648 81,188 Restructuring expense — 162,029 684,578 463,868 Insurance 225,635 149,325 325,990 362,778 Credit facility amendment fee (note 9(a)) — 1,000,000 — 1,000,000 PA Settlement Agreement (note 11(f)) 800,000 — 800,000 — Other 241,001 424,392 874,628 934,805 Total $ 7,498,701 $ 8,140,490 $ 15,178,415 $ 15,419,061 |
Basis of presentation - Going c
Basis of presentation - Going concern (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Basis of presentation | |||
Cashflow from operating activities | $ 25,796,227 | $ 12,252,406 | |
Cash Balance | 3,347,335 | $ 3,323,708 | |
Working capital | $ 10,930,237 | $ 17,681,089 |
Basis of presentation - Going_2
Basis of presentation - Going concern - Credit Facility (Details) - Madryn term loan | Jul. 14, 2022 USD ($) |
Debt Instruments | |
Secured credit facility, maximum borrowing capacity | $ 75,000,000 |
Proceeds from term loan | 55,000,000 |
Additional draw amount permitted | $ 20,000,000 |
Basis of presentation - Going_3
Basis of presentation - Going Concern - Private Placement (Details) | Mar. 23, 2023 USD ($) |
2023 Private Placement | |
Basis of presentation | |
Proceeds from private placement | $ 6,250,000 |
Basis of presentation - Going_4
Basis of presentation - Going concern - Alumni Purchase Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 13, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basis of presentation | |||||
Issuance of common stock shares | $ 495,649 | $ 6,139,262 | $ 495,649 | ||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||||
Gross proceeds | $ 495,649 | $ 6,139,262 | |||
Alumni purchase agreement | Alumni Capital LP | |||||
Basis of presentation | |||||
Issuance of common stock shares | $ 4,458,156 | ||||
Issuance of common shares (note 14) (in shares) | 1,761,538 | ||||
Gross proceeds | $ 481,437 |
Basis of presentation - Going_5
Basis of presentation - Going concern - February 2024 Public Offering (Details) - USD ($) | 6 Months Ended | ||||
Feb. 26, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 02, 2024 | Jul. 18, 2024 | |
Basis of presentation | |||||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||||
Gross proceeds | $ 495,649 | $ 6,139,262 | |||
Aggregate debt financing | $ 27,284,264 | $ 6,000,000 | |||
February 2024 Direct Offering | |||||
Basis of presentation | |||||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||||
Share price | $ 0.20 | ||||
Gross proceeds | $ 565,649 | ||||
Subsequent event | |||||
Basis of presentation | |||||
Aggregate principal amount | $ 4,081,219 | $ 4,081,219 |
Property, Plant and equipment_2
Property, Plant and equipment (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Cost | |
Balance at the beginning | $ 6,787,570 |
Additions | 590,942 |
Asset Disposal | (88,950) |
Balance at the end | 7,289,562 |
Accumulated depreciation | |
Accumulated depreciation at the beginning | 1,993,591 |
Depreciation | 508,691 |
Accumulated depreciation on asset disposal | (88,950) |
Accumulated depreciation at the end | 2,413,332 |
Balance at the beginning | 4,793,979 |
Balance at the end | 4,876,230 |
Leasehold improvements | |
Cost | |
Balance at the beginning | 359,662 |
Asset Disposal | (8,950) |
Balance at the end | 350,712 |
Accumulated depreciation | |
Accumulated depreciation at the beginning | 156,540 |
Depreciation | 30,962 |
Accumulated depreciation on asset disposal | (8,950) |
Accumulated depreciation at the end | 178,552 |
Balance at the beginning | 203,122 |
Balance at the end | 172,160 |
TMS devices | |
Cost | |
Balance at the beginning | 6,427,908 |
Additions | 590,942 |
Asset Disposal | (80,000) |
Balance at the end | 6,938,850 |
Accumulated depreciation | |
Accumulated depreciation at the beginning | 1,837,051 |
Depreciation | 477,729 |
Accumulated depreciation on asset disposal | (80,000) |
Accumulated depreciation at the end | 2,234,780 |
Balance at the beginning | 4,590,857 |
Balance at the end | $ 4,704,070 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cost | |||||
Beginning balance | $ 3,147,416 | ||||
Ending balance | $ 3,147,416 | 3,147,416 | |||
Accumulated Depreciation | |||||
Beginning balance | 2,525,359 | ||||
Amortization | 16,546 | $ 16,547 | 33,094 | $ 33,095 | |
Ending balance | 2,558,453 | 2,558,453 | |||
Net book value | |||||
Net book value | 588,963 | 588,963 | $ 622,057 | ||
Management services agreements | |||||
Cost | |||||
Beginning balance | 2,792,178 | ||||
Ending balance | 2,792,178 | 2,792,178 | |||
Accumulated Depreciation | |||||
Beginning balance | 2,176,641 | ||||
Amortization | 28,667 | ||||
Ending balance | 2,205,308 | 2,205,308 | |||
Net book value | |||||
Net book value | 586,870 | 586,870 | 615,537 | ||
Covenants not to compete | |||||
Cost | |||||
Beginning balance | 355,238 | ||||
Ending balance | 355,238 | 355,238 | |||
Accumulated Depreciation | |||||
Beginning balance | 348,718 | ||||
Amortization | 4,427 | ||||
Ending balance | 353,145 | 353,145 | |||
Net book value | |||||
Net book value | $ 2,093 | $ 2,093 | $ 6,520 |
Right-of-use assets and lease_3
Right-of-use assets and lease liabilities - Narratives (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Right-of-use assets and lease liabilities | ||
Lease discount rate (in %) | 14.50% | 14.50% |
Minimum | ||
Right-of-use assets and lease liabilities | ||
Lease term (in years) | 1 year | |
Maximum | ||
Right-of-use assets and lease liabilities | ||
Lease term (in years) | 7 years |
Right-of-use assets and lease_4
Right-of-use assets and lease liabilities - Finance Right-of-use assets (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Right-of-use assets and lease liabilities | |
Finance right-of-use assets, beginning of the year | $ 2,140,338 |
Exercise of buy-out options into property, plant and equipment | (590,942) |
Depreciation on right-of-use assets | (115,257) |
Finance right-of-use assets, end of the year | $ 1,434,139 |
Right-of-use assets and lease_5
Right-of-use assets and lease liabilities - Finance Lease Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Right-of-use assets and lease liabilities | ||
Finance lease liabilities, beginning of the year | $ 857,837 | |
Impact of lease additions, disposals and/or modifications | 7,333 | |
Interest expense on lease liabilities | 39,283 | |
Payments of lease liabilities | (389,735) | |
Finance lease liabilities, end of the year | 514,718 | |
Less current portion of finance lease liabilities | 452,550 | $ 622,730 |
Long term portion of finance lease liabilities | $ 62,168 | $ 235,107 |
Right-of-use assets and lease_6
Right-of-use assets and lease liabilities - Operating Right-of-use assets (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Right-of-use assets and lease liabilities | |
Operating right-of-use assets, beginning of the year | $ 28,887,905 |
Impact of lease additions, disposals and/or modifications | 2,268,020 |
Right-of-use asset lease expense | (2,087,360) |
Operating right-of-use assets, ending of the year | $ 29,068,565 |
Right-of-use assets and lease_7
Right-of-use assets and lease liabilities - Operating Lease Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Right-of-use assets and lease liabilities | ||
Operating lease liabilities, beginning of the year | $ 30,398,566 | |
Impact of lease additions, disposals and/or modifications | 2,318,804 | |
Lease liability expense | 1,622,053 | |
Payments of lease liabilities | (3,647,715) | |
Operating lease liabilities, end of the year | 30,691,708 | |
Less current portion of operating lease liabilities | 4,447,990 | $ 3,960,346 |
Long term portion of operating lease liabilities | $ 26,243,718 | $ 26,438,220 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts payable and accrued liabilities | ||
Accounts payable | $ 11,648,232 | $ 9,050,616 |
Accrued liabilities | 4,306,444 | 4,651,014 |
Total | $ 15,954,676 | $ 13,701,630 |
Loans payable - Bank Loans (Det
Loans payable - Bank Loans (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Loans payable | ||
Short Term | $ 6,876,994 | |
Long Term | 123,266,705 | |
Total, net | 130,143,699 | |
Unamortized capitalized financing costs | 3,153,716 | |
Total | 133,297,415 | |
TMS device loans | ||
Loans payable | ||
Short Term | 17,453 | |
Total, net | 17,453 | |
Total | 17,453 | |
Credit Facility | ||
Loans payable | ||
Short Term | 4,181,444 | |
Long Term | 114,225,718 | |
Total, net | 118,407,162 | |
Unamortized capitalized financing costs | 2,994,475 | |
Total | 121,401,637 | |
Promissory notes | ||
Loans payable | ||
Short Term | 1,078,097 | |
Long Term | 6,240,987 | |
Total, net | 7,319,084 | |
Unamortized capitalized financing costs | 159,241 | |
Total | 7,478,325 | |
Neuronetics Note | ||
Loans payable | ||
Short Term | 1,600,000 | |
Long Term | 2,800,000 | |
Total, net | 4,400,000 | |
Total | $ 4,400,000 | $ 5,200,000 |
Loans payable - TMS Device Loan
Loans payable - TMS Device Loans (Details) - TMS device loans - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | |
Loans payable | |||
Average Interest Rate | 9.30% | ||
Average monthly blended payment | $ 1,538 | ||
Repayment of loans during the year | $ 44,493 | $ 84,665 |
Loans payable - Madryn Credit F
Loans payable - Madryn Credit Facility (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 14, 2023 USD ($) | Feb. 21, 2023 | Jul. 14, 2022 USD ($) installment | Jun. 30, 2024 USD ($) tranche $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) tranche $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 | Dec. 31, 2023 USD ($) | |
Credit Facility | |||||||||
Loans payable | |||||||||
Number of additional tranches | tranche | 24 | 24 | |||||||
Carrying amount of Madryn Credit Agreement | $ 118,407,162 | $ 118,407,162 | $ 83,943,636 | ||||||
Total deferred financing costs | 4,381,573 | 4,381,573 | |||||||
Financing costs incurred during the year | 549,264 | ||||||||
Amortization of deferred financing costs | $ 231,737 | $ 164,362 | $ 434,908 | $ 318,166 | |||||
Effective interest rate | 0.87% | 0.87% | 1.01% | ||||||
Conversion amount - Maximum | $ 5,000,000 | ||||||||
Debt instrument - Conversion price per share | $ / shares | $ 1.90 | $ 1.90 | |||||||
Number of shares to be issued on conversion | 3,910,604 | ||||||||
Amendment fee paid | $ 1,000,000 | ||||||||
Credit Facility | SOFR | |||||||||
Loans payable | |||||||||
Basis spread on variable rate | 9% | ||||||||
Floor of Variable rate used | 1.50% | ||||||||
Rate added to variable rate used | 0.10% | ||||||||
Existing loans | |||||||||
Loans payable | |||||||||
Term Loan Principal Amount | $ 55,000,000 | ||||||||
Term Loan Additional principal | $ 20,000,000 | ||||||||
Maturity term | 63 months | ||||||||
Interest only payment term | 4 years | ||||||||
Number of 3-month installments | installment | 5 | ||||||||
Number of installments | installment | 3 | ||||||||
Existing loans | LIBOR | |||||||||
Loans payable | |||||||||
Basis spread on variable rate | 9% | ||||||||
New Loans | |||||||||
Loans payable | |||||||||
Aggregate principal amount | $ 54,015,902 | $ 54,015,902 | |||||||
Conversion amount - Maximum | $ 2,430,149 | ||||||||
Debt instrument - Conversion price per share | $ / shares | $ 1.90 | $ 1.90 | |||||||
New Loans | LIBOR | |||||||||
Loans payable | |||||||||
Floor of Variable rate used | 1.50% | ||||||||
Madryn Credit Facility | Madryn | |||||||||
Loans payable | |||||||||
Aggregate principal amount | $ 110,015,902 | $ 110,015,902 | $ 82,731,638 | ||||||
Interest expense | $ 4,177,270 | $ 2,378,747 | $ 7,808,097 | $ 4,627,386 |
Loans payable - Promissory Note
Loans payable - Promissory Notes (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 15, 2023 USD ($) | Jul. 14, 2022 USD ($) item | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) D $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 13, 2023 USD ($) | Aug. 28, 2023 USD ($) | Feb. 03, 2023 USD ($) | |
2023 Notes | ||||||||||
Loans payable | ||||||||||
Number of promissory notes assumed | item | 2 | |||||||||
Aggregate principal amount | $ 750,000 | |||||||||
Carrying amount of Madryn Credit Agreement | $ 7,319,084 | $ 7,319,084 | $ 6,796,861 | |||||||
Interest expense | 263,046 | $ 7,373 | 522,224 | $ 13,753 | ||||||
Repayment of notes | 0 | 0 | $ 0 | 0 | ||||||
2023 Notes | Officers | ||||||||||
Loans payable | ||||||||||
Aggregate principal amount | $ 60,000 | 60,000 | ||||||||
2023 Notes | Shareholders | ||||||||||
Loans payable | ||||||||||
Aggregate principal amount | $ 690,000 | |||||||||
2023 Notes | Success TMS Acquisition | ||||||||||
Loans payable | ||||||||||
Aggregate principal amount | $ 200,000 | |||||||||
Interest rate (in %) | 5% | |||||||||
Debt instrument fair value - Measurement Input | 12% | |||||||||
Subordinated Convertible Notes | ||||||||||
Loans payable | ||||||||||
Aggregate principal amount | $ 500,000 | $ 6,505,000 | ||||||||
Minimum conversion price percentage (in %) | 85% | |||||||||
Volume weighted average trading days | D | 30 | |||||||||
Financing costs incurred during the year | $ 42,105 | $ 184,755 | ||||||||
Amortization of deferred financing costs | 7,746 | 0 | 15,171 | 0 | ||||||
Interest expense | 125,033 | 0 | 248,327 | 0 | ||||||
Repayment of notes | $ 0 | $ 52,256 | $ 0 | $ 104,513 | ||||||
Subordinated Convertible Notes | Minimum | ||||||||||
Loans payable | ||||||||||
Debt instrument - Conversion price per share | $ / shares | $ 0.078 | $ 0.078 | ||||||||
Subordinated Convertible Notes | Maximum | ||||||||||
Loans payable | ||||||||||
Number of shares to be issued on conversion | 200,000,000 |
Loans payable - Neuronetics Not
Loans payable - Neuronetics Notes (Details) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2023 USD ($) D | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Loans payable | ||||||
Accounts payable | $ 11,648,232 | $ 11,648,232 | $ 9,050,616 | |||
Carrying amount | 133,297,415 | 133,297,415 | ||||
Neuronetics Note | ||||||
Loans payable | ||||||
Accounts payable | $ 5,883,644 | |||||
Face Amount | $ 6,000,000 | |||||
Percentage of unpaid amount used as numerator for issuance of warrants | 200% | |||||
Discount on exercise price of warrants compared to share price used as denominator for issuance of warrants | 20% | |||||
Volume weighted average trading days | D | 30 | |||||
Carrying amount | 4,400,000 | 4,400,000 | $ 5,200,000 | |||
Interest expense | 150,163 | $ 190,075 | 314,535 | $ 190,075 | ||
Repayment of notes | $ 550,163 | $ 0 | $ 1,114,535 | $ 0 | ||
Neuronetics Note | SOFR | ||||||
Loans payable | ||||||
Basis spread on variable rate | 7.65% |
Loans payable - Non-controlling
Loans payable - Non-controlling interest loans (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Loans payable | ||
Non-controlling interest loans | $ 66,400 | $ 63,174 |
Non-controlling interest loans | ||
Loans payable | ||
Non-controlling interest loans | $ 66,400 | $ 63,174 |
Interest rate, compounded on a monthly basis | 10% |
Shareholder loans - 2023 and Gr
Shareholder loans - 2023 and Greybrook Notes (Details) | 3 Months Ended | 6 Months Ended | ||||||
Aug. 01, 2023 USD ($) D shares | Feb. 28, 2023 USD ($) D $ / shares shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Feb. 03, 2023 USD ($) | |
Greybrook Health Inc | February 2023 Warrants | ||||||||
Debt Instruments | ||||||||
Number of shares per warrant (in shares) | shares | 1 | |||||||
Warrant exercise price (in $ per share) | $ / shares | $ 1.84 | |||||||
Greybrook Health Inc | August 2023 Warrants | ||||||||
Debt Instruments | ||||||||
Number of shares per warrant (in shares) | shares | 1 | |||||||
Fair value of warrants | $ 19,728 | |||||||
Related party | Greybrook Health Inc | February 2023 Warrants | ||||||||
Debt Instruments | ||||||||
Number of warrants issued (in shares) | shares | 135,870 | |||||||
Number of shares per warrant (in shares) | shares | 1 | |||||||
Warrant exercise price (in $ per share) | $ / shares | $ 1.84 | |||||||
Fair value of warrants | $ 63,587 | |||||||
February 2023 and August 2023 Notes | ||||||||
Debt Instruments | ||||||||
Carrying amount | $ 0 | $ 0 | $ 0 | |||||
February 2023 and August 2023 Notes | Greybrook Health Inc | ||||||||
Debt Instruments | ||||||||
Total deferred financing costs | 109,132 | 109,132 | ||||||
Amortization of deferred financing costs | 0 | 0 | $ 3,997 | |||||
Amortization of deferred losses | 0 | 0 | 5,446 | |||||
February 2023 Notes | ||||||||
Debt Instruments | ||||||||
Face Amount | $ 690,000 | |||||||
Interest expense | $ 0 | $ 112,576 | $ 0 | $ 216,148 | ||||
February 2023 Notes | Greybrook Health Inc | ||||||||
Debt Instruments | ||||||||
Face Amount | 1,000,000 | |||||||
February 2023 Notes | Significant Shareholder | Greybrook Health Inc | ||||||||
Debt Instruments | ||||||||
Conversion amount - Maximum | $ 1,000,000 | |||||||
Minimum conversion price percentage (in %) | 85% | |||||||
Volume weighted average trading days | D | 5 | |||||||
August 2023 Notes | Greybrook Health Inc | ||||||||
Debt Instruments | ||||||||
Face Amount | $ 1,000,000 | |||||||
Minimum conversion price percentage (in %) | 85% | |||||||
Volume weighted average trading days | D | 5 | |||||||
Number of warrants issued (in shares) | shares | 250,000 |
Shareholder loans - Subordinate
Shareholder loans - Subordinated Convertible Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 15, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 13, 2023 | |
Debt Instruments | |||||||
Amount of Feb 2023 and August 2023 notes exchanged | $ 3,690,000 | ||||||
Subordinated Convertible Notes | |||||||
Debt Instruments | |||||||
Aggregate principal amount | 500,000 | $ 6,505,000 | |||||
Carrying value | $ 3,560,968 | $ 3,560,968 | $ 3,312,641 | ||||
Interest expense | 125,033 | $ 0 | 248,327 | $ 0 | |||
Repayment of notes | 0 | 52,256 | 0 | 104,513 | |||
Financing costs incurred during the year | $ 42,105 | 184,755 | |||||
Amortization of deferred financing costs | 1,767 | 3,461 | |||||
Amortization of deferred financing costs | $ 7,746 | $ 0 | $ 15,171 | $ 0 |
Other payables - Lender Warrant
Other payables - Lender Warrants (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 $ / shares | Dec. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | ||||||
Change in fair value | $ (6,567) | |||||
Oxford Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Lender warrants | $ 0 | $ 0 | $ 0 | |||
Issuance of common share purchase warrants | shares | 51,307 | |||||
Each exercisable for one common share | shares | 1 | 1 | ||||
Exercise price | $ / shares | $ 11.20 | |||||
Change in fair value | $ 0 | $ 0 | $ 0 | $ 6,567 |
Other payables - Share Units (D
Other payables - Share Units (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 05, 2021 | May 06, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share units granted during the period (in shares) | 0 | ||||||
Share-based compensation | $ 33,885 | $ 513,782 | $ 59,187 | $ 576,730 | |||
DSUs | DSU Plan for non-employee directors | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Other payables | $ 350,316 | $ 350,316 | $ 376,565 | ||||
Minimum Percentage of retainer fee received as DSUs (in %) | 50% | ||||||
Period for payments of cash for awards held | 10 days | ||||||
Share units granted during the period (in shares) | 2,588,746 | 405,217 | 2,588,746 | 405,217 | |||
Value of financial liability | $ 350,316 | $ 350,316 | 376,565 | ||||
Share-based compensation | 213,216 | $ 176,337 | 213,216 | $ 122,854 | |||
Recovery related to share units recognized in general and administrative expenses | 26,249 | ||||||
PSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Value of financial liability | 0 | $ 0 | 1,047 | ||||
PSUs | Equity Incentive Plan to employees | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Other payables | $ 1,047 | ||||||
Vesting of share units in the period (in shares) | 38,647 | 3,865 | |||||
Change in fair value | $ 0 | $ (1,141) | $ (1,047) | $ (42,241) | |||
RSUs | Equity Incentive Plan to employees | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share units granted during the period (in shares) | 0 |
Other payables - Device Contrac
Other payables - Device Contract Termination (Details) - USD ($) | 6 Months Ended | ||
Aug. 21, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other payables (note 11) | $ 1,150,316 | $ 5,730,781 | |
Number of weeks for payment of instalments | 308 days | ||
Device Contract Termination | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other payables (note 11) | $ 6,600,000 | $ 3,750,000 | |
Gain on extinguishment of liabilities | 2,030,635 | ||
Impairment of ROU assets | 5,267,404 | ||
Loss on contract termination or settlement | $ 3,236,769 | ||
Interest rate in the event of default (in %) | 6% |
Other payables - Klein Note Set
Other payables - Klein Note Settlement payable (Details) - Promissory notes - USD ($) | Nov. 20, 2023 | Dec. 31, 2023 | Feb. 03, 2023 | Jul. 14, 2022 |
Debt Instruments | ||||
Aggregate principal amount | $ 750,000 | |||
Benjamin Klein | ||||
Debt Instruments | ||||
Other payable | $ 1,603,169 | |||
Aggregate principal amount | $ 2,090,264 | |||
Settlement payment to be made | $ 2,228,169 | |||
Initial immediate payment | 250,000 | |||
Average monthly blended payment | $ 75,000 |
Other payables - PA Settlement
Other payables - PA Settlement Agreement (Details) - PA Settlement Agreement - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instruments | ||
Other payable | $ 800,000 | $ 0 |
Promissory notes | ||
Debt Instruments | ||
Other payable | $ 800,000 |
Deferred and contingent consi_3
Deferred and contingent consideration (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Business acquisition | ||||
Deferred and contingent consideration (note 12) | $ 1,000,000 | $ 1,000,000 | ||
Restricted cash held in escrow released to the vendors | $ 250,000 | |||
Achieve TMS East, LLC and Achieve TMS Central, LLC | ||||
Business acquisition | ||||
Deferred and contingent consideration (note 12) | $ 1,000,000 | $ 1,000,000 | $ 1,250,000 | |
Restricted cash held in an escrow | $ 1,250,000 |
Advance for research collabor_3
Advance for research collaboration (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 29, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Advance for research collaboration | ||||||
Advance for research collaboration | $ 1,300,000 | |||||
Revenue recognized | $ 1,300,000 | $ 0 | $ 1,300,000 | $ 0 | ||
Research Collaboration Agreement | ||||||
Advance for research collaboration | ||||||
Term of agreement | 3 years | |||||
Total consideration payout upon completion of milestones | $ 3,000,000 | |||||
Amount received on signing | $ 1,300,000 |
Common shares - Changes in comm
Common shares - Changes in common shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Common shares | ||||
Preferred shares issued | 0 | 0 | ||
Preferred shares outstanding | 0 | 0 | ||
Number | ||||
Beginning Balance (in shares) | 42,774,011 | 42,774,011 | ||
Issuance of common shares (note 14) (in shares) | 2,828,249 | |||
Ending Balance (in shares) | 45,602,260 | |||
Total Amount | ||||
Beginning Balance | $ 120,741,061 | $ 120,741,061 | ||
Issuance of common shares (note 14) | $ 495,649 | $ 6,139,262 | 495,649 | |
Ending Balance | $ 121,236,710 |
Common shares (Details)
Common shares (Details) - USD ($) | 6 Months Ended | ||
Feb. 26, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Common shares | |||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||
Gross proceeds | $ 495,649 | $ 6,139,262 | |
Private Placement | |||
Common shares | |||
Issuance of common shares (note 14) (in shares) | 2,828,249 | ||
Issue price per common share | $ 0.20 | ||
Gross proceeds | $ 565,649 | ||
Financing costs recorded as a reduction in equity | $ 70,000 |
Contributed surplus - Stock Opt
Contributed surplus - Stock Options Narratives (Details) - shares | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding (in shares) | 2,257,000 | 1,704,500 | 764,667 |
Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Maximum percentage of shares reserved for future issuance (in %) | 10% | ||
Shares reserved for future issuance (in shares) | 4,560,226 | 4,277,401 | |
Outstanding (in shares) | 2,257,000 | 1,704,500 | |
Option expiration period (in years) | 10 years | ||
RSU and PSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Maximum percentage of shares reserved for future issuance (in %) | 5% |
Contributed surplus - Stock O_2
Contributed surplus - Stock Options Outstanding (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of stock options | ||
Outstanding, beginning balance | 1,704,500 | 764,667 |
Granted | 575,000 | 1,313,000 |
Forfeited | (17,500) | (373,167) |
Expired | (5,000) | |
Outstanding, ending balance | 2,257,000 | 1,704,500 |
Weighted average exercise price | ||
Outstanding, beginning balance (per share) | $ 3.11 | $ 8.15 |
Granted (per share) | 0.10 | 0.63 |
Forfeited (per share) | (0.75) | (4.71) |
Expired (per share) | (0.75) | |
Outstanding, ending balance (per share) | $ 2.33 | $ 3.11 |
Contributed surplus - Stock O_3
Contributed surplus - Stock Options - Additional Narratives (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation | $ 33,885 | $ 513,782 | $ 59,187 | $ 576,730 | |
Employee Stock Option | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average contractual life in years | 7 years 9 months 29 days | 7 years 10 months 20 days | |||
Options exercisable (in shares) | 1,313,582 | 1,313,582 | 1,087,164 | ||
Share-based compensation | $ 33,885 | $ 513,782 | $ 59,187 | $ 576,730 | |
Total compensation cost not yet recognized | $ 121,218 | $ 121,218 | $ 183,312 | ||
Compensation cost not recognized - period of recognition (in years) | 1 year 2 months 23 days | 1 year 10 days |
Contributed surplus - Greybrook
Contributed surplus - Greybrook Warrants (Details) - Greybrook Health Inc | Aug. 01, 2023 USD ($) $ / shares shares | Feb. 28, 2023 Y $ / shares shares | Jun. 30, 2024 shares | Dec. 31, 2023 shares |
February 2023 Warrants | ||||
Contributed surplus | ||||
Issuance of common share purchase warrants | 135,870 | |||
Each exercisable for one common share | 1 | |||
Exercise price | $ / shares | $ 1.84 | |||
Fair value per warrant (in $ per share) | $ / shares | $ 0.47 | |||
February 2023 Warrants | Volatility | ||||
Contributed surplus | ||||
Warrant measurement input | 0.4886 | |||
February 2023 Warrants | Remaining life | ||||
Contributed surplus | ||||
Warrant measurement input | Y | 5 | |||
February 2023 Warrants | Expected dividend yield | ||||
Contributed surplus | ||||
Warrant measurement input | 0 | |||
February 2023 Warrants | Forfeiture rate | ||||
Contributed surplus | ||||
Warrant measurement input | 0 | |||
February 2023 Warrants | Risk free interest rate | ||||
Contributed surplus | ||||
Warrant measurement input | 0.0418 | |||
August 2023 Warrants | ||||
Contributed surplus | ||||
Issuance of common share purchase warrants | 250,000 | |||
Each exercisable for one common share | 1 | |||
Exercise price as percentage of stock price (in %) | 85% | |||
Warrant threshold trading days required (in days) | 5 days | |||
Lender warrants | $ | $ 19,728 | |||
Share price (in $ per share) | $ / shares | $ 0.50 | |||
Share price based on five trading days (in $ per share) | $ / shares | $ 0.49 | |||
Weighted average contractual life (in years) | 3 years 10 months 24 days | 4 years 4 months 24 days | ||
Warrants exercisable | 385,870 | 385,870 |
Contingencies (Details)
Contingencies (Details) $ in Millions | May 24, 2023 USD ($) |
Minimum | |
Contingencies | |
Damages at trail | $ 1 |
Pensions (Details)
Pensions (Details) - Pension plan - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pensions | ||||
Matching contribution made by company | 3.50% | |||
Contributions for the year | $ 246,263 | $ 180,145 | $ 445,961 | $ 375,909 |
Risk management arising from _3
Risk management arising from financial instruments - Aging schedule in respect of accounts receivable balance (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 10,851,757 | $ 7,569,843 |
0 - 90 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 9,029,950 | 5,954,636 |
91 - 180 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 1,188,260 | 1,013,083 |
181 - 270 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 393,345 | 379,772 |
270+ | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 240,202 | $ 222,352 |
Risk management arising from _4
Risk management arising from financial instruments - Interest rate risk (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Percentage of possible increase in interest rate | 1% |
Amount of increase in interest expense | $ 4,222,733 |
Maximum | SOFR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 9.10% |
Minimum | SOFR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 7.65% |
Related party transactions - Tr
Related party transactions - Transactions with significant shareholder - Greybrook Health (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related party transactions | |||||
Corporate, general and administrative expense | $ 7,498,701 | $ 8,140,490 | $ 15,178,415 | $ 15,419,061 | |
Greybrook Health Inc | |||||
Related party transactions | |||||
Accounts payables and accrued liabilities | 0 | 0 | $ 4,884 | ||
Corporate, general and administrative expense | $ 0 | $ 1,667 | $ 0 | $ 3,223 |
Related party transactions - Lo
Related party transactions - Loans from shareholder - Greybrook Health (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Aug. 28, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 15, 2023 | Feb. 03, 2023 | |
February 2023 and August 2023 Notes | ||||||||
Related party transactions | ||||||||
Note payable | $ 0 | $ 0 | $ 0 | |||||
February 2023 Notes | ||||||||
Related party transactions | ||||||||
Aggregate principal amount | $ 690,000 | |||||||
Interest expense | 0 | $ 112,576 | 0 | $ 216,148 | ||||
Greybrook Health Inc | February 2023 and August 2023 Notes | ||||||||
Related party transactions | ||||||||
Note payable | $ 2,437,604 | |||||||
Aggregate principal amount | $ 2,437,604 | |||||||
Interest expense | $ 115,288 | $ 51,889 | $ 228,969 | $ 74,029 | ||||
Greybrook Health Inc | Subordinate convertible note | ||||||||
Related party transactions | ||||||||
Note payable | $ 500,000 | |||||||
Greybrook Health Inc | February 2023 Warrants | February 2023 Notes | ||||||||
Related party transactions | ||||||||
Number of warrants issued (in shares) | 135,870 | |||||||
Greybrook Health Inc | August 2023 Warrants | August 2023 Notes | ||||||||
Related party transactions | ||||||||
Number of warrants issued (in shares) | 250,000 |
Related party transactions - _2
Related party transactions - Transactions with the significant shareholder, officer and director - Benjamin Klein (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related party transactions | |||||
Corporate, general and administrative expense | $ 7,498,701 | $ 8,140,490 | $ 15,178,415 | $ 15,419,061 | |
Benjamin Klein | |||||
Related party transactions | |||||
Corporate, general and administrative expense | 0 | $ 58,042 | 0 | $ 152,257 | |
Accounts payables and accrued liabilities | $ 0 | $ 0 | $ 0 |
Related party transactions - _3
Related party transactions - Loan from significant shareholder, officer and director - Benjamin Klein (Details) - Klein Note - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 14, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related party transactions | ||||||
Aggregate principal amount | $ 2,090,264 | $ 0 | $ 0 | $ 0 | ||
Interest rate | 10% | |||||
Benjamin Klein | ||||||
Related party transactions | ||||||
Interest expense | $ 0 | $ 64,425 | $ 0 | $ 127,310 |
Related party transactions - _4
Related party transactions - Loans from shareholders and officers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 28, 2023 | Feb. 03, 2023 | |
February 2023 Notes | |||||||
Related party transactions | |||||||
Aggregate principal amount | $ 690,000 | ||||||
Interest expense | $ 0 | $ 112,576 | $ 0 | $ 216,148 | |||
Benjamin Klein | Subordinate convertible note | |||||||
Related party transactions | |||||||
Aggregate principal amount | 323,819 | 323,819 | $ 328,026 | ||||
Interest expense | $ 11,097 | $ 11,354 | $ 22,043 | $ 18,331 | |||
Benjamin Klein | February 2023 Notes | |||||||
Related party transactions | |||||||
Aggregate principal amount | $ 312,396 |
Related party transactions - _5
Related party transactions - Loan from significant shareholder - Madryn (Details) - Madryn - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 12, 2023 | |
Subordinate convertible note | ||||||
Related party transactions | ||||||
Aggregate principal amount | $ 4,500,000 | |||||
Interest expense | $ 180,677 | $ 0 | $ 358,695 | $ 0 | ||
Madryn Credit Facility | ||||||
Related party transactions | ||||||
Aggregate principal amount | 110,015,902 | 110,015,902 | $ 82,731,638 | |||
Interest expense | 4,177,270 | $ 2,378,747 | 7,808,097 | $ 4,627,386 | ||
Amendment fee | $ 1,000,000 | $ 1,000,000 |
Basic and diluted loss per sh_3
Basic and diluted loss per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basic and diluted loss per share | ||||
Net loss attributable to the common shareholders of Greenbrook TMS, basic | $ (12,405,195) | $ (12,742,274) | $ (26,623,491) | $ (23,333,584) |
Net loss attributable to the common shareholders of Greenbrook TMS, diluted | $ (12,405,195) | $ (12,742,274) | $ (26,623,491) | $ (23,333,584) |
Weighted average common shares outstanding, basic (in shares) | 45,602,260 | 40,800,180 | 44,733,245 | 35,594,492 |
Weighted average common shares outstanding, diluted (in shares) | 45,602,260 | 40,800,180 | 44,733,245 | 35,594,492 |
Loss per share, basic (in dollars per share) | $ (0.27) | $ (0.31) | $ (0.60) | $ (0.66) |
Loss per share, diluted (in dollars per share) | $ (0.27) | $ (0.31) | $ (0.60) | $ (0.66) |
Basic and diluted loss per sh_4
Basic and diluted loss per share - Antidilutive securities excluded from diluted calculation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Stock Option | ||||
Antidilutive securities excluded from diluted calculation | ||||
Antidilutive securities excluded from diluted calculation | 2,257,000 | 1,702,500 | 2,257,000 | 1,702,500 |
Lender warrants | ||||
Antidilutive securities excluded from diluted calculation | ||||
Antidilutive securities excluded from diluted calculation | 437,177 | 187,177 | 437,177 | 187,177 |
Non-controlling interest (Detai
Non-controlling interest (Details) | Jun. 30, 2024 |
Greenbrook TMS Inc and Subsidiaries | |
Non-controlling interest | |
Ownership percentage | 100% |
Greenbrook TMS Connecticut LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
TMS NeuroHealth Centers Fairfax LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
TMS NeuroHealth Centers Greenbelt LLC | |
Non-controlling interest | |
Ownership percentage | 87.50% |
Greenbrook TMS Christiansburg LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
Greenbrook TMS Lynchburg LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
Greenbrook TMS Roanoke LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
NeuroHealth Centers St. Petersburg LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
NeuroHealth Centers Mooresville LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
NeuroHealth Centers Woodbridge LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
NeuroHealth Centers Wilmington LLC | |
Non-controlling interest | |
Ownership percentage | 100% |
Non-controlling interest - Sche
Non-controlling interest - Schedule of balance sheet financial information of non-controlling interest (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Non-controlling interest | ||
Cash | $ 3,347,335 | $ 3,323,708 |
Accounts receivable, net | 10,851,757 | 7,569,843 |
Property, plant and equipment | 4,876,230 | 4,793,979 |
Finance right-of-use assets | 1,434,139 | 2,140,338 |
Operating right-of-use assets | 29,068,565 | 28,887,905 |
Accounts payable and accrued liabilities | 15,954,676 | 13,701,630 |
Finance lease liabilities | 514,718 | 857,837 |
Operating lease liabilities | 30,691,708 | 30,398,566 |
Shareholder's equity (deficit) attributable to the shareholders of Greenbrook TMS | (123,760,188) | (98,036,209) |
Shareholder's deficit attributable to non-controlling interest | (3,824,586) | (2,911,581) |
Non-controlling interest | ||
Non-controlling interest | ||
Cash | 176,059 | 97,702 |
Accounts receivable, net | 2,842,364 | 2,144,953 |
Prepaid expenses and other | 387,213 | 297,485 |
Property, plant and equipment | 937,344 | 1,000,592 |
Finance right-of-use assets | 36,165 | |
Operating right-of-use assets | 5,617,634 | 5,656,153 |
Accounts payable and accrued liabilities | 1,354,993 | 1,239,917 |
Finance lease liabilities | 10,548 | |
Operating lease liabilities | 5,897,709 | 5,968,042 |
Loans payable, net | 15,469,044 | 15,828,916 |
Shareholder's deficit attributable to non-controlling interest | (4,586,452) | (4,440,274) |
Distributions paid to non-controlling interest | (94,500) | (46,950) |
Partnership buyout | (466,026) | 253,251 |
Historical subsidiary investment by non-controlling interest | 1,322,392 | 1,322,392 |
Parent | ||
Non-controlling interest | ||
Shareholder's equity (deficit) attributable to the shareholders of Greenbrook TMS | $ (8,936,546) | $ (10,902,792) |
Non-controlling interest - Sc_2
Non-controlling interest - Schedule of comprehensive loss financial information of non-controlling interest (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Non-controlling interest | ||||
Net loss attributable to the shareholders of Greenbrook TMS | $ (12,405,195) | $ (12,742,274) | $ (26,623,491) | $ (23,333,584) |
Net loss attributable to non-controlling interest | (30,630) | (114,724) | (352,479) | (183,550) |
Non-controlling interest | ||||
Non-controlling interest | ||||
Revenue | 6,283,908 | 6,498,156 | 11,846,946 | 12,911,943 |
Net loss attributable to non-controlling interest | (30,630) | (114,724) | (352,479) | (183,550) |
Parent | ||||
Non-controlling interest | ||||
Net loss attributable to the shareholders of Greenbrook TMS | $ (128,582) | $ (492,842) | $ (1,250,734) | $ (1,042,203) |
Expenses by nature - Other regi
Expenses by nature - Other regional and center support costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expenses by nature | ||||
Salaries and bonuses | $ 5,681,321 | $ 4,107,321 | $ 11,197,064 | $ 8,772,966 |
Marketing expenses | 707,756 | 403,548 | 2,224,580 | 816,601 |
Total | $ 6,389,077 | $ 4,510,869 | $ 13,421,644 | $ 9,589,567 |
Expenses by nature (Details)
Expenses by nature (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expenses by nature | ||||
Salaries and bonuses | $ 3,973,998 | $ 4,109,639 | $ 7,910,879 | $ 8,250,728 |
Marketing expenses | 88,689 | 25,945 | 121,724 | 31,267 |
Professional and legal fees | 862,223 | 1,577,808 | 1,611,437 | 2,627,313 |
Computer supplies and software | 1,222,289 | 656,060 | 2,565,054 | 1,432,020 |
Financing and transaction costs | 12,235 | 161,477 | 235,094 | |
Travel, meals and entertainment | 72,631 | 35,292 | 122,648 | 81,188 |
Restructuring expense | 162,029 | 684,578 | 463,868 | |
Insurance | 225,635 | 149,325 | 325,990 | 362,778 |
Credit facility amendment fee | 1,000,000 | 1,000,000 | ||
PA Settlement Agreement (note 11(f)) | 800,000 | 800,000 | ||
Other | 241,001 | 424,392 | 874,628 | 934,805 |
Total | $ 7,498,701 | $ 8,140,490 | $ 15,178,415 | $ 15,419,061 |
Subsequent event (Details)
Subsequent event (Details) | Aug. 12, 2024 USD ($) $ / shares shares | Aug. 09, 2024 USD ($) shares | Aug. 02, 2024 USD ($) tranche | Jul. 18, 2024 USD ($) tranche | Aug. 11, 2024 | Aug. 01, 2024 USD ($) | Jun. 30, 2024 USD ($) shares | Dec. 31, 2023 shares |
Subsequent event | ||||||||
Common shares outstanding | shares | 45,602,260 | 42,774,011 | ||||||
Madryn Credit Facility | ||||||||
Subsequent event | ||||||||
Aggregate principal amount | $ 110,015,902 | |||||||
Subsequent event | ||||||||
Subsequent event | ||||||||
Aggregate principal amount | $ 4,081,219 | $ 4,081,219 | ||||||
Minimum percentage of votes required in favor of merger approval | 66.67% | |||||||
Mutual termination fees | $ 1,900,000 | |||||||
Subsequent event | PA Settlement Agreement | ||||||||
Subsequent event | ||||||||
Plaintiffs cash settlement amount | $ 800,000 | |||||||
Up-front payment | 200,000 | |||||||
Monthly installments | 67,000 | |||||||
Payment of payroll taxes | $ 110,000 | |||||||
Number of common shares will redeemed | shares | 11,634,660 | 11,634,660 | ||||||
Number of shares issued in acquisition | shares | 2,908,665 | |||||||
Common stock, shares issued | shares | 33,967,600 | |||||||
Common shares outstanding | shares | 33,967,600 | |||||||
Subsequent event | Madryn Credit Facility | ||||||||
Subsequent event | ||||||||
Number of additional tranches | tranche | 2 | 2 | ||||||
Aggregate principal amount | $ 4,081,219 | $ 4,081,219 | ||||||
Minimum liquidity covenant | $ 300,000 | $ 3,000,000 | ||||||
Subsequent event | Madryn | ||||||||
Subsequent event | ||||||||
Percentage of premium to the value of consideration payable to be considered for terminating the agreement | 20% | |||||||
Subsequent event | Neuronetics, Inc | ||||||||
Subsequent event | ||||||||
Aggregate number of shares to be held to enter voting support agreement | shares | 1,680,718 | |||||||
Percentage of shares held to total outstanding shares to enter voting support agreement | 5.55% | |||||||
Subsequent event | Greenbrook TMS Inc | ||||||||
Subsequent event | ||||||||
Aggregate number of shares to be held to enter voting support agreement | shares | 16,536,208 | |||||||
Percentage of shares held to total outstanding shares to enter voting support agreement | 48.70% | |||||||
Subsequent event | Greenbrook TMS Inc | Neuronetics, Inc | ||||||||
Subsequent event | ||||||||
Number of shares issuable upon conversion (in dollar per share) | $ / shares | $ 0.01149 | |||||||
Aggregate number of shares issued | shares | 25,304,971 | |||||||
Subsequent event | Greenbrook TMS Inc | Neuronetics, Inc | Madryn | ||||||||
Subsequent event | ||||||||
Percentage of shares held on outstanding common shares prior to merger | 95.30% | |||||||
Percentage of shares issuable to outstanding common shares post-merger | 95.30% | |||||||
Subsequent event | Neuronetics, Inc | ||||||||
Subsequent event | ||||||||
Ownership percentage | 57% | |||||||
Shareholders percentage | 43% |