UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 1
¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
December 31, 2020 | 001-40199 | |
For the fiscal year ended | Commission File Number |
Greenbrook TMS Inc.
(Exact name of Registrant as specified in its charter)
Ontario, Canada | 8093 | 98-1512724 | ||
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
890 Yonge Street, 7th Floor
Toronto, Ontario
Canada M4W 3P4
(416) 322-9700
(Address and telephone number of Registrant’s principal executive offices)
TMS NeuroHealth Centers Inc.
8401 Greensboro Drive, Suite 425
Tysons Corner, Virginia
22102
(416) 322-9700
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Shares, no par value | GBNH | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
¨ Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 13,502,477
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). x
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
EXPLANATORY NOTE
Greenbrook TMS Inc. (the “Registrant”) is filing this Form 40-F/A to the Registrant’s Annual Report on Form 40-F, dated March 30, 2021 (the “Form 40-F”), for the sole purpose of submitting the interactive data exhibits to the Form 40-F as required by General Instruction B.(15)(a) of Form 40-F and Rule 405 of Regulation S-T. Such interactive data was omitted from the Registrant’s timely filed Form 40-F in accordance with the 30-day grace period provided under Rule 405 of Regulation S-T.
No other changes have been made to the Form 40-F. This Form 40-F/A speaks as of the original time of filing the Form 40-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form 40-F.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this amendment no. 1 to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.
GREENBROOK TMS INC. | |||
By: | /s/ Bill Leonard | ||
Name: | Bill Leonard | ||
Title: | President and Chief Executive Officer |
Date: April 21, 2021
EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this Annual Report on Form 40-F:
* Previously filed.