Ethema Files 8-K, Cancels CEO Shares Ethema Healt
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Posted On: 12/23/2020 5:23:28 PM
Ethema Files 8-K, Cancels CEO Shares
Ethema Health Corporation
December 10, 2020
West Palm Beach, FL, Dec. 10, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”) filed a comprehensive 8-K today summarizing all previously announced debt settlements and new financings entered since May 15, 2020. This filing will be used as a reference for the upcoming Regulation A filing. The previously announced term sheet for a new financing with Labrys Fund LP was concluded and the final warrants issued in conjunction with the financing were much more favorable to the Company. The final warrant was for 100,000,000 shares instead of 183,333,333 and the exercise price was $0.00205 instead of $0.0015. The final documents are included in the 8-K.
The total number of common shares issued was reduced yesterday after the CEO returned for cancellation 1,757,850 shares that were issued to him in the years 2012, 2014 and 2015 (for management fees). The CEO has never sold any shares issued for either management fees or for cash investments over the last twelve years and has not charged any management fees to the Company directly or indirectly in the last two years. The Company will be very strategic with any share issuances going forward. Once the Company gets the convertible debt repaid with equity or fixed price debt, it will seek shareholder approval to significantly reduce the authorized shares outstanding. The Company has previously announced the plans to file a Form 1-A under Regulation A to raise funding for acquisitions and to repay some of the current debt. The Company expects to make the filing soon.
The Company is pleased to announce that Evernia Health Center LLC (“ARIA”) commenced its Audit with the Department of Children and Families (“DCF”) today and is expected to complete the audit successfully in the next several days. This will give ARIA its full license and the ability to finalize contracts with certain insurance providers that will broadly expand the range of clients it can serve. ARIA received its LegitScript approval recently, and yesterday received approval by Google to begin Pay Per Click (“PPC”) marketing. The PPC campaign commenced yesterday. ARIA was pleased with the number of clients that it admitted in the first month of business and expects to boost those numbers with the PPC campaign.
ARIA has had a great success in managing the spread of Covid-19 at the new facility and attributes that success to the use of the Covid Clear product in the treatment of the facility environment, the use of PPE and testing as often as possible. Palm Beach County has been particularly hard hit with Covid-19 cases and ARIA has managed to keep the staff and clients free from the virus to date. The use of vaccines will be highly recommended to staff and clients once they are available.
About Ethema Health Corporation
Ethema Health Corporation (OTCPINK: GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information you can visit our website at www.ethemahealth.com .
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For information please contact:
Ethema Health Corporation
Text to 416-500-0020
shawn@ethemahealth.com
Twitter @healthethema
Ethema Signs Term Sheet for $275,000 Financing and Eliminates Major Debt with Convertible Note Conversion
Ethema Health Corporation
November 30, 2020
WEST PALM BEACH, FL, Nov. 30, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire – Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to announce that the Company has signed a term sheet on November 24, 2020 with Labrys Fund LP for a 12% $275,000.00 loan that will provide the Company with a net of $239,050.00 after original interest discounts, legal fees and brokers fees. The loan is repayable in 10 equal monthly payments of $30,800 commencing February 26, 2021. The loan will have full warrant coverage. The warrants will have a term of 5 years and will allow for the purchase of 183,333,333 shares at a price of $.0015 per share.
On November 25, 2020, the Company received a conversion notice (“Notice”) from Labrys Fund LP (“Labrys”) pursuant to the Labrys July 8, 2019 convertible note (“Note”). The Notice was for a conversion of the original principal outstanding under the Note prior to the May 15, 2020 amendment to the Note requiring the Company to pay a reduced principal amount of the Note back in monthly cash installments. The Notice was an at-the-market conversion with a conversion price of $0.0028. The conversion is a one-time conversion that fully satisfies that balance of the Note in excess of $255,000. There was a total of 91,421,457 shares issued under the conversion.
The Company CEO, Shawn Leon, stated, “With these two events, the Company has positively impacted cash flow over the next three months by over $325,000.00. This comes at a critical time and aids our ability to grow the addiction treatment business from start-up to cash flow breakeven.” Mr. Leon added, “The one-time at-the-market conversion and new investment by Labrys was a show of confidence in the results of the restructuring transactions undertaken by the Company.”
The Company expects the cash provided by these events will be sufficient to meet the Company’s operational cash flow requirements for the addiction treatment center start-up. The Company will continue to pursue Regulation A Tier II financing to support accretive acquisitions in the near future.
About Ethema Health Corporation
Ethema Health Corporation (OTCPINK: GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information, you can visit our website at www.ethemahealth.com.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
ARIA Treatment Center Receives LegitScript Certification and Blue Cross Provider Number
Ethema Health Corporation
November 25, 2020
West Palm Beach, FL, Nov. 25, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire --Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to announce several very positive developments for Evernia Health Center LLC dba ARIA (“ARIA”). On November 24, 2020 ARIA received its LegitScript Certification. LegitScript is the credentialling body that provides certifications, without which companies in the Substance Use Disorder (SUD) industry cannot use pay per click (“PPC”) advertising on Google. ARIA has programmed a large portion of its marketing spend on Google PPC advertising. ARIA engaged the services of Dreamscape Marketing in June 2020 to build its website, manage the website SEO and manage the PPC advertising spend. DreamScape Marketing is a specialist marketing company in the SUD industry and is a very large and successful marketing company serving the SUD industry.
The Company is very pleased with the progress that ARIA has made in the first month of operations and now with the ability to expand the marketing program for the new treatment center, it expects to see rapid growth of the business. The Company is forecasting very strong demand in 2021 for SUD treatment services due to the traumatic effect that the Pandemic has had on so many people and the increases it has caused in substance use.
ARIA will be completing its licensing process in the month of December when the Department of Children and Family services conducts its audit that will change ARIA’s license status from probationary to full license. The audit is normally done within the first 90 days after receiving a new license. This is significant, as the full license status will allow ARIA to complete the process of getting in-network with several large insurers. ARIA has made significant progress on this front and ARIA recently received a provider number from Blue Cross, which it received much sooner than expected, allowing ARIA to admit Blue Cross insured clients.
Ethema Releases Third Quarter Results
Ethema Health Corporation
November 16, 2020
West Palm Beach, FL, Nov. 16, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to have filed today, its third quarter 10-Q within the prescribed time frame allowed for SEC reporting companies. This is a significant accomplishment after the Company missed filing within the prescribed time for SEC reporting companies for the last three reporting periods. The Company has worked hard with its auditors to get caught up. With this latest filing, the Company has filed four periodic reports in just over four months. The Company suffered some major setbacks in 2020 and along with the restrictions imposed by the Covid-19 pandemic and the complexity of much of the Company debt, the financial reporting became extremely difficult and the cause of the late filings earlier in the year.
Included in the quarterly report is a report on subsequent events to the reported period that cover recent financings the company has completed. The Company has raised net proceeds of $305,000.00 after the end of the reported period. There will be an additional report on form 8K on these financings along with much of the restructuring documentation and other recent financing details, all of which have been reported previously in quarterly filings. The Company has raised sufficient funding to support both the Company’s commitments to its revised debt payment schedules as well as the cash flow requirements of its investment in its new treatment center location to date.
Additionally, the Company has retained the law firm of Fabian Vancott to file for registration, a form 1-A for a Tier 2 Regulation A+ offering to permit it to raise additional funds over a one year period from the date of acceptance of the filing by the SEC, that will be used for Acquisition purposes and partially for the repayment of the Company’s convertible loans as they become due. The Company continues to look at acquisition prospects that require cash to close. There are additional opportunities for organic growth that require much less cash but still require more cash than currently available from the Company.
The Company is pleased with the progress of the new treatment center operated by Evernia Health Center LLC under the trade name of Addiction Recovery Institute of America (ARIA) and operating ahead of expectations at this very early stage. Aria has received a provider number from Blue Cross well ahead of the time expected and continues to get credentialed by other insurers as applications for reimbursements are submitted.
The Company has no new updates at this time on previously announced acquisitions and expects to make further announcements soon. The Company has been giving minor updates on Twitter @healthethema.
Ethema Receives Its Addiction Treatment License
Ethema Health Corporation
September 30, 2020
West Palm Beach, FL, Sept. 30, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), announces today that its majority owned subsidiary Evernia Health Center LLC (“Evernia”) has been issued a license from Florida’s Department of Children and Family Services to operate addiction treatment services at its location at 950 Evernia Street, West Palm Beach. The license includes detox, residential, partial hospitalization, intensive out-patient and out-patient services which allows Evernia to offer a full continuum of care at its location. Evernia will be doing business as Addiction Recovery Institute of America (ARIA) and has licensed this name from another Ethema subsidiary, Addiction Recovery Institute of America LLC. The website is www.ariafl.com. The Company’s key personnel are in place and expect to start operating in the next two to three weeks once all support staff and frontline workers have been brought on board. As previously announced the Company has been posting more frequent updates on twitter @healthethema.
The Company last reported on August 20, 2020 on its completion of debt restructuring, acquisition of Evernia, new financing, SEC filings and other potential acquisitions. Since then the Company filed its first quarter 10Q and as previously reported expects the second quarter to be filed shortly. The accounting for the first and second quarter is a lot more complicated than normal given the restructuring nature of all the debt amendments and extinguishments and the accompanying derivative liability treatment of those transactions. There are extremely large swings in derivative liability calculation and given the protracted timing of completing all of the transactions with multiple parties spanning over three quarters, the effective date of the transactions were in the second quarter and the full effect of the transactions will be reported in the second quarter filing. We expect this to make the third quarter statements less complicated and fully expect to file the third quarter on time.
The Company has received an offer to finance its acquisition of a minority interest in Biohazard Health Services Ltd. (“Covid clear”) which is conditional on being current in filings and further due diligence on the acquisition. The ARIA treatment facility will be certified by Covid Clear for cleanliness and the ongoing treatment of all of the air and surfaces in the facilities at 950 Evernia Street will ensure the safety and protection of clients and staff at the facility from potential exposure to viruses.
Ethema Completes Restructure and Gets Ready to Open New Treatment Facility
Ethema Health Corporation
August 20, 2020
West Palm Beach, FL, Aug. 20, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”) last reported on July 2, 2020 on its progress with its filing status and its debt restructuring. The Company announces today that it has completed its debt restructuring with Leonite Capital LLC (“Leonite”), including the completion of the additional new financing that was a condition of the restructuring. The Company has amended the terms of its debt with Leonite to convert over $1.4 million of defaulted debt into CDN$960,000 (approximately US$700,000) of 10% convertible preferred shares in its wholly owned subsidiary Cranberry Cove Holdings Ltd., and $400,000 in 6% convertible preferred shares in the Company. The Company has filed article of amendment to create a new class of preferred shares for this amendment and a new class of preferred shares for its subsidiary Cranberry Cove Holdings Ltd. The remaining balance of the Leonite debt was reduced to $150,000, which had its terms reset to its original terms prior to its default on the note. As part of the restructuring, Leonite exchanged all of its previous warrants for one new warrant. The company will file all documents related to the restructure in an 8K filing.
New financing of $300,000 was required as part of the restructuring including the previously announced completion of $220,000 in financing from Leonite Capital and the closing on August 14, 2020 of $100,000 in new financing from Auctus Fund LLC. With this new financing, the acquisition of 51% of American Treatment Holdings Ltd. has closed in escrow. The wholly owned subsidiary of American Treatment Holdings Ltd. is Evernia Health Center LLC (“Evernia”), which holds the lease on 950 Evernia Street, West Palm Beach, Florida. Evernia expects to receive its license to operate a full continuum of care at this location in the coming days. Evernia has registered a DBA for doing business as Addiction Recovery Institute of America.
The Company has continued to work on the completion of its overdue filings. After filing its 10k it was expected to be able to file its first quarter 10Q and it second quarter 10Q shortly thereafter. The complexity of the debt restructuring and the delay caused by the COVID-19 pandemic has resulted in the Company taking much longer than expected to complete these filings. With the restructuring now completed it expects that these filings will now get completed in the very near future.
The Company had previously negotiated amendments with four of its variable rate convertible note holders Power Up Lending Group Ltd., First Fire Global Opportunities Fund LLC, Labrys Fund LP and Auctus Fund LLC that would give the Company a reprieve from further conversions under the notes. As per the terms of those amendments, both Power Up Lending Group Ltd. and First Fire Global Opportunities Fund LLC have been paid out as per the terms of their amendments and the notes with Labrys Fund LP and Auctus Fund LLC have repayment terms starting in October.
With the restructuring complete and the impending opening of the new treatment center location, the Company expects to work further on the previously announced acquisition opportunities. The targets have all done extremely well, especially Biohazard Health Services Ltd. (“Covid Clear”). The Company is still working on the financing to purchase 25% of this company for $250,000.00 as per the original LOI which has been extended. Covid Clear has doubled its revenue every month in the last 4 months including revenue expected to exceed $100,000 for the month of August. It has been awarded a large contract for the treatment of public spaces for the Florida locations of a national company. Covid Clear expects that this contract will generate over one million dollars in revenue in 2020. The Company will be a customer of Covid Clear to ensure that the new facility will have the additional levels of safety required to protect its clients and staff from Covid-19. (www.becovidclear.com)
Ethema Closes on $220,000.00 Financing
July 2, 2020
West Palm Beach, FL, July 02, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”) last reported on June 26, 2020 in its update on filing status and other matters, that it expected to file its 10-K annual report by July 1, 2020. Under normal circumstances the Company would be able to predict with accuracy an expected filing date but due to the lockdowns imposed by local US State Government related to the COVID-19 pandemic, the Company has not had access to consulting and other administrative staff and accordingly was unable to compile and review information necessary to complete our filing by the previously predicted date. The Company reports that its 10-K annual report is in final review by its auditors and is expected to be filed soon. These circumstances may affect the predicted date of filing its 10-Q although it expects that the 10-Q will be filed shortly after the 10-K.
On July 1, 2020 the Company did close on the balance of a $220,000.00 financing with Leonite Capital Inc., which will pave the way to complete the acquisition of the company that will give Ethema a new treatment center location in West Palm Beach, Florida. The Company further reports that it is the final stages of completing the restructure of its debt to Leonite Capital Inc. The Company will file on form 8-K the details of the financing, the restructure and acquisition once they are complete.
The Company previously provided on an 8-K filing amendments to loan agreements with three of its convertible note holders that provided for a stay on note conversions pending the repayment of certain amounts by certain dates. A payment of $25,000.00 due on July 1, 2020 to First Fire Global Opportunities Fund has been extended until July 2, 2020 and will be completed today.
Ethema Updates on Filings and Other Matters
June 26, 2020
West Palm Beach, FL, June 26, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”) is reporting to shareholders on the status of its financial reports and certain initiatives previously reported in press releases and filings.
In an 8-K/A filed on April 9, 2020, the Company reported that it would be late in filing its 10-K annual report and its 10-Q quarterly report, and reported that it expected to report these on May 14, 2020 and June 26, 2020 respectively. The 10-K was not filed by May 14, 2020 due to both the Company key employees and members of the Auditing firm being affected by travel and work restrictions stemming from the COVID-19 pandemic. The Company further reported in its press release dated June 16, 2020 that it expected to file the 10-K in 7-10 days. The Company further reports that the 10-K is further delayed and is expected to be filed on or before July 1, 2020. The 8-K/A also reported that it expected to file the 10-Q for the period ended March 31, 2020 on or before June 26, 2020. The Company further reports that the 10-Q is expected to be filed on or before July 6, 2020.
The Company previously reported that it was completing a financing and an acquisition of a company that would give Ethema a new treatment center location in West Palm Beach, Florida. The documentation involved in completing the financing and the acquisition has taken much longer than expected, however the Company has been making progress. The Company has received an initial tranche of the financing and certain funds have been advanced to the target company for opening preparations to the target company’s leased facility. The Company is doing everything it can to complete the financing and the acquisition in a timely manner. There continues to be strong demand for addiction and mental health services in the market.
The Company focus on its filings and its financing and acquisition has delayed its anticipated closing date for the acquisition of an initial 25% ownership stake in Biohazard Health Services LLC (“BHS”). The Company announced on June 16, 2020 that it expected to close this deal by the end of the June. The Company expects that to be delayed. The Company has to complete its periodic filings and the financing and acquisition before being able to advance the BHS deal. The Company expects that its new operations will operate at the highest level of safety and care for its clients and staff and BHS products and services will be part of the health and safety protocols.
The Company continues to discuss potential acquisitions with other addiction treatment companies and has previously reported that there have not been any concrete developments in those discussions. The Company moved its administrative offices in late January after leaving its former facility in West Palm Beach. The Company rents space from another addiction treatment company called Royal Life Centers (“Royal”). There have been certain transaction discussions with Royal but as stated above there are no concrete developments on those discussions.
The Company is making every effort to ensure that meaningful developments in the affairs of the Company are communicated in a timely manner to shareholders.
Ethema Signs LOI on Acquisition of a Majority Interest in Biohazard Health Services LLC
June 17, 2020
West Palm Beach, FL, June 17, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”), has signed an LOI to purchase a majority interest in Biohazard Health Services LLC of West Palm Beach, Florida (“Covid Clear”), or the (“Vendor”), an environmental services company providing disinfecting, testing and training services to companies and institutions to provide their employees and customers with safe work and meeting spaces. The Vendor operates under its brand name Covid Clear and offers its customers a unique product through airborne delivery on a constant basis to keep spaces continuously disinfected. Covid Clear has a number of companies and institutions who have purchased services locally in Florida.
The LOI contemplates the purchase of the majority interest (51%) for $5,000,000.00 in a series of three tranches. The funds are to be retained by Covid Clear for working capital purposes. The first tranche buys 25% of Covid Clear for a payment of $250,000.00. The second and third tranches are dependent on Covid Clear reaching certain sales revenue thresholds. The second tranche buys an additional 15% for a payment of $1,750,000.00 and the third buys an additional 10% for a payment of $3,000,000.00. The initial closing is set for June 30, 2020. In addition to the majority interest in Covid Clear, Ethema is buying the exclusive right to distribute the Covid Clear products in Canada on a royalty basis and an exclusive right to sell to the addiction treatment industry in the United States on a commission basis. Ethema will be issuing $100,000 of restricted Ethema common stock for these rights.
The Covid Clear product can aid in decreasing the spread of viruses and provides a safety net for customers and employees while in the workplace. This is a functional electrolyzed water enhanced with NaCl Electrolytes. In short, it is non-toxic, safe for kids, pets, clothes, odorless, food safe, noncorrosive, and poses no respiratory hazards. This means it can be used during and while there are customers or employees in the area.
“The product is an inert water-based ionic solution that is generated electrolytically from a Sodium Chloride (NaCl) electrolyte solution. This positively charged product spreads evenly across all surfaces to disinfect viruses like the SARS-COV2, bacteria and fungi,” said John Dietz, the President and one of the founders of the Vendor.
Covid Clear began taking orders for their programs in April of 2020 and has signed reoccurring purchase agreements with multiple customers. Businesses are seeing this as a method to safely open and operate for both their customers and employees with a cost-effective mechanism. The Company will continue its due diligence and will require raising additional new funds to complete the initial phase of the acquisition. The process will need to move quickly to a closing in order to meet the Vendor’s requirement for capital to meet the demands of its customers.
“We came across this opportunity while sourcing disinfectant services for the opening of the Company new treatment center. Their need for capital to meet customer demand was an opportunity for us to add tremendous value to our Company. The unique product will make our new treatment center safe for clients and staff and give us a competitive advantage over other treatment centers,” said Shawn Leon, CEO of the Company.
About Ethema Health Corporation
Ethema Health Corporation (GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information you can visit our website at www.ethemahealth.com .
TOODLES
Ethema Health Corporation
December 10, 2020
West Palm Beach, FL, Dec. 10, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”) filed a comprehensive 8-K today summarizing all previously announced debt settlements and new financings entered since May 15, 2020. This filing will be used as a reference for the upcoming Regulation A filing. The previously announced term sheet for a new financing with Labrys Fund LP was concluded and the final warrants issued in conjunction with the financing were much more favorable to the Company. The final warrant was for 100,000,000 shares instead of 183,333,333 and the exercise price was $0.00205 instead of $0.0015. The final documents are included in the 8-K.
The total number of common shares issued was reduced yesterday after the CEO returned for cancellation 1,757,850 shares that were issued to him in the years 2012, 2014 and 2015 (for management fees). The CEO has never sold any shares issued for either management fees or for cash investments over the last twelve years and has not charged any management fees to the Company directly or indirectly in the last two years. The Company will be very strategic with any share issuances going forward. Once the Company gets the convertible debt repaid with equity or fixed price debt, it will seek shareholder approval to significantly reduce the authorized shares outstanding. The Company has previously announced the plans to file a Form 1-A under Regulation A to raise funding for acquisitions and to repay some of the current debt. The Company expects to make the filing soon.
The Company is pleased to announce that Evernia Health Center LLC (“ARIA”) commenced its Audit with the Department of Children and Families (“DCF”) today and is expected to complete the audit successfully in the next several days. This will give ARIA its full license and the ability to finalize contracts with certain insurance providers that will broadly expand the range of clients it can serve. ARIA received its LegitScript approval recently, and yesterday received approval by Google to begin Pay Per Click (“PPC”) marketing. The PPC campaign commenced yesterday. ARIA was pleased with the number of clients that it admitted in the first month of business and expects to boost those numbers with the PPC campaign.
ARIA has had a great success in managing the spread of Covid-19 at the new facility and attributes that success to the use of the Covid Clear product in the treatment of the facility environment, the use of PPE and testing as often as possible. Palm Beach County has been particularly hard hit with Covid-19 cases and ARIA has managed to keep the staff and clients free from the virus to date. The use of vaccines will be highly recommended to staff and clients once they are available.
About Ethema Health Corporation
Ethema Health Corporation (OTCPINK: GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information you can visit our website at www.ethemahealth.com .
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For information please contact:
Ethema Health Corporation
Text to 416-500-0020
shawn@ethemahealth.com
Twitter @healthethema
Ethema Signs Term Sheet for $275,000 Financing and Eliminates Major Debt with Convertible Note Conversion
Ethema Health Corporation
November 30, 2020
WEST PALM BEACH, FL, Nov. 30, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire – Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to announce that the Company has signed a term sheet on November 24, 2020 with Labrys Fund LP for a 12% $275,000.00 loan that will provide the Company with a net of $239,050.00 after original interest discounts, legal fees and brokers fees. The loan is repayable in 10 equal monthly payments of $30,800 commencing February 26, 2021. The loan will have full warrant coverage. The warrants will have a term of 5 years and will allow for the purchase of 183,333,333 shares at a price of $.0015 per share.
On November 25, 2020, the Company received a conversion notice (“Notice”) from Labrys Fund LP (“Labrys”) pursuant to the Labrys July 8, 2019 convertible note (“Note”). The Notice was for a conversion of the original principal outstanding under the Note prior to the May 15, 2020 amendment to the Note requiring the Company to pay a reduced principal amount of the Note back in monthly cash installments. The Notice was an at-the-market conversion with a conversion price of $0.0028. The conversion is a one-time conversion that fully satisfies that balance of the Note in excess of $255,000. There was a total of 91,421,457 shares issued under the conversion.
The Company CEO, Shawn Leon, stated, “With these two events, the Company has positively impacted cash flow over the next three months by over $325,000.00. This comes at a critical time and aids our ability to grow the addiction treatment business from start-up to cash flow breakeven.” Mr. Leon added, “The one-time at-the-market conversion and new investment by Labrys was a show of confidence in the results of the restructuring transactions undertaken by the Company.”
The Company expects the cash provided by these events will be sufficient to meet the Company’s operational cash flow requirements for the addiction treatment center start-up. The Company will continue to pursue Regulation A Tier II financing to support accretive acquisitions in the near future.
About Ethema Health Corporation
Ethema Health Corporation (OTCPINK: GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information, you can visit our website at www.ethemahealth.com.
Notice Regarding Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
ARIA Treatment Center Receives LegitScript Certification and Blue Cross Provider Number
Ethema Health Corporation
November 25, 2020
West Palm Beach, FL, Nov. 25, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire --Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to announce several very positive developments for Evernia Health Center LLC dba ARIA (“ARIA”). On November 24, 2020 ARIA received its LegitScript Certification. LegitScript is the credentialling body that provides certifications, without which companies in the Substance Use Disorder (SUD) industry cannot use pay per click (“PPC”) advertising on Google. ARIA has programmed a large portion of its marketing spend on Google PPC advertising. ARIA engaged the services of Dreamscape Marketing in June 2020 to build its website, manage the website SEO and manage the PPC advertising spend. DreamScape Marketing is a specialist marketing company in the SUD industry and is a very large and successful marketing company serving the SUD industry.
The Company is very pleased with the progress that ARIA has made in the first month of operations and now with the ability to expand the marketing program for the new treatment center, it expects to see rapid growth of the business. The Company is forecasting very strong demand in 2021 for SUD treatment services due to the traumatic effect that the Pandemic has had on so many people and the increases it has caused in substance use.
ARIA will be completing its licensing process in the month of December when the Department of Children and Family services conducts its audit that will change ARIA’s license status from probationary to full license. The audit is normally done within the first 90 days after receiving a new license. This is significant, as the full license status will allow ARIA to complete the process of getting in-network with several large insurers. ARIA has made significant progress on this front and ARIA recently received a provider number from Blue Cross, which it received much sooner than expected, allowing ARIA to admit Blue Cross insured clients.
Ethema Releases Third Quarter Results
Ethema Health Corporation
November 16, 2020
West Palm Beach, FL, Nov. 16, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), is pleased to have filed today, its third quarter 10-Q within the prescribed time frame allowed for SEC reporting companies. This is a significant accomplishment after the Company missed filing within the prescribed time for SEC reporting companies for the last three reporting periods. The Company has worked hard with its auditors to get caught up. With this latest filing, the Company has filed four periodic reports in just over four months. The Company suffered some major setbacks in 2020 and along with the restrictions imposed by the Covid-19 pandemic and the complexity of much of the Company debt, the financial reporting became extremely difficult and the cause of the late filings earlier in the year.
Included in the quarterly report is a report on subsequent events to the reported period that cover recent financings the company has completed. The Company has raised net proceeds of $305,000.00 after the end of the reported period. There will be an additional report on form 8K on these financings along with much of the restructuring documentation and other recent financing details, all of which have been reported previously in quarterly filings. The Company has raised sufficient funding to support both the Company’s commitments to its revised debt payment schedules as well as the cash flow requirements of its investment in its new treatment center location to date.
Additionally, the Company has retained the law firm of Fabian Vancott to file for registration, a form 1-A for a Tier 2 Regulation A+ offering to permit it to raise additional funds over a one year period from the date of acceptance of the filing by the SEC, that will be used for Acquisition purposes and partially for the repayment of the Company’s convertible loans as they become due. The Company continues to look at acquisition prospects that require cash to close. There are additional opportunities for organic growth that require much less cash but still require more cash than currently available from the Company.
The Company is pleased with the progress of the new treatment center operated by Evernia Health Center LLC under the trade name of Addiction Recovery Institute of America (ARIA) and operating ahead of expectations at this very early stage. Aria has received a provider number from Blue Cross well ahead of the time expected and continues to get credentialed by other insurers as applications for reimbursements are submitted.
The Company has no new updates at this time on previously announced acquisitions and expects to make further announcements soon. The Company has been giving minor updates on Twitter @healthethema.
Ethema Receives Its Addiction Treatment License
Ethema Health Corporation
September 30, 2020
West Palm Beach, FL, Sept. 30, 2020 (GLOBE NEWSWIRE) -- via NewMediaWire -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”), announces today that its majority owned subsidiary Evernia Health Center LLC (“Evernia”) has been issued a license from Florida’s Department of Children and Family Services to operate addiction treatment services at its location at 950 Evernia Street, West Palm Beach. The license includes detox, residential, partial hospitalization, intensive out-patient and out-patient services which allows Evernia to offer a full continuum of care at its location. Evernia will be doing business as Addiction Recovery Institute of America (ARIA) and has licensed this name from another Ethema subsidiary, Addiction Recovery Institute of America LLC. The website is www.ariafl.com. The Company’s key personnel are in place and expect to start operating in the next two to three weeks once all support staff and frontline workers have been brought on board. As previously announced the Company has been posting more frequent updates on twitter @healthethema.
The Company last reported on August 20, 2020 on its completion of debt restructuring, acquisition of Evernia, new financing, SEC filings and other potential acquisitions. Since then the Company filed its first quarter 10Q and as previously reported expects the second quarter to be filed shortly. The accounting for the first and second quarter is a lot more complicated than normal given the restructuring nature of all the debt amendments and extinguishments and the accompanying derivative liability treatment of those transactions. There are extremely large swings in derivative liability calculation and given the protracted timing of completing all of the transactions with multiple parties spanning over three quarters, the effective date of the transactions were in the second quarter and the full effect of the transactions will be reported in the second quarter filing. We expect this to make the third quarter statements less complicated and fully expect to file the third quarter on time.
The Company has received an offer to finance its acquisition of a minority interest in Biohazard Health Services Ltd. (“Covid clear”) which is conditional on being current in filings and further due diligence on the acquisition. The ARIA treatment facility will be certified by Covid Clear for cleanliness and the ongoing treatment of all of the air and surfaces in the facilities at 950 Evernia Street will ensure the safety and protection of clients and staff at the facility from potential exposure to viruses.
Ethema Completes Restructure and Gets Ready to Open New Treatment Facility
Ethema Health Corporation
August 20, 2020
West Palm Beach, FL, Aug. 20, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (OTCPINK: GRST) (“Ethema” “GRST” or the “Company”) last reported on July 2, 2020 on its progress with its filing status and its debt restructuring. The Company announces today that it has completed its debt restructuring with Leonite Capital LLC (“Leonite”), including the completion of the additional new financing that was a condition of the restructuring. The Company has amended the terms of its debt with Leonite to convert over $1.4 million of defaulted debt into CDN$960,000 (approximately US$700,000) of 10% convertible preferred shares in its wholly owned subsidiary Cranberry Cove Holdings Ltd., and $400,000 in 6% convertible preferred shares in the Company. The Company has filed article of amendment to create a new class of preferred shares for this amendment and a new class of preferred shares for its subsidiary Cranberry Cove Holdings Ltd. The remaining balance of the Leonite debt was reduced to $150,000, which had its terms reset to its original terms prior to its default on the note. As part of the restructuring, Leonite exchanged all of its previous warrants for one new warrant. The company will file all documents related to the restructure in an 8K filing.
New financing of $300,000 was required as part of the restructuring including the previously announced completion of $220,000 in financing from Leonite Capital and the closing on August 14, 2020 of $100,000 in new financing from Auctus Fund LLC. With this new financing, the acquisition of 51% of American Treatment Holdings Ltd. has closed in escrow. The wholly owned subsidiary of American Treatment Holdings Ltd. is Evernia Health Center LLC (“Evernia”), which holds the lease on 950 Evernia Street, West Palm Beach, Florida. Evernia expects to receive its license to operate a full continuum of care at this location in the coming days. Evernia has registered a DBA for doing business as Addiction Recovery Institute of America.
The Company has continued to work on the completion of its overdue filings. After filing its 10k it was expected to be able to file its first quarter 10Q and it second quarter 10Q shortly thereafter. The complexity of the debt restructuring and the delay caused by the COVID-19 pandemic has resulted in the Company taking much longer than expected to complete these filings. With the restructuring now completed it expects that these filings will now get completed in the very near future.
The Company had previously negotiated amendments with four of its variable rate convertible note holders Power Up Lending Group Ltd., First Fire Global Opportunities Fund LLC, Labrys Fund LP and Auctus Fund LLC that would give the Company a reprieve from further conversions under the notes. As per the terms of those amendments, both Power Up Lending Group Ltd. and First Fire Global Opportunities Fund LLC have been paid out as per the terms of their amendments and the notes with Labrys Fund LP and Auctus Fund LLC have repayment terms starting in October.
With the restructuring complete and the impending opening of the new treatment center location, the Company expects to work further on the previously announced acquisition opportunities. The targets have all done extremely well, especially Biohazard Health Services Ltd. (“Covid Clear”). The Company is still working on the financing to purchase 25% of this company for $250,000.00 as per the original LOI which has been extended. Covid Clear has doubled its revenue every month in the last 4 months including revenue expected to exceed $100,000 for the month of August. It has been awarded a large contract for the treatment of public spaces for the Florida locations of a national company. Covid Clear expects that this contract will generate over one million dollars in revenue in 2020. The Company will be a customer of Covid Clear to ensure that the new facility will have the additional levels of safety required to protect its clients and staff from Covid-19. (www.becovidclear.com)
Ethema Closes on $220,000.00 Financing
July 2, 2020
West Palm Beach, FL, July 02, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”) last reported on June 26, 2020 in its update on filing status and other matters, that it expected to file its 10-K annual report by July 1, 2020. Under normal circumstances the Company would be able to predict with accuracy an expected filing date but due to the lockdowns imposed by local US State Government related to the COVID-19 pandemic, the Company has not had access to consulting and other administrative staff and accordingly was unable to compile and review information necessary to complete our filing by the previously predicted date. The Company reports that its 10-K annual report is in final review by its auditors and is expected to be filed soon. These circumstances may affect the predicted date of filing its 10-Q although it expects that the 10-Q will be filed shortly after the 10-K.
On July 1, 2020 the Company did close on the balance of a $220,000.00 financing with Leonite Capital Inc., which will pave the way to complete the acquisition of the company that will give Ethema a new treatment center location in West Palm Beach, Florida. The Company further reports that it is the final stages of completing the restructure of its debt to Leonite Capital Inc. The Company will file on form 8-K the details of the financing, the restructure and acquisition once they are complete.
The Company previously provided on an 8-K filing amendments to loan agreements with three of its convertible note holders that provided for a stay on note conversions pending the repayment of certain amounts by certain dates. A payment of $25,000.00 due on July 1, 2020 to First Fire Global Opportunities Fund has been extended until July 2, 2020 and will be completed today.
Ethema Updates on Filings and Other Matters
June 26, 2020
West Palm Beach, FL, June 26, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”) is reporting to shareholders on the status of its financial reports and certain initiatives previously reported in press releases and filings.
In an 8-K/A filed on April 9, 2020, the Company reported that it would be late in filing its 10-K annual report and its 10-Q quarterly report, and reported that it expected to report these on May 14, 2020 and June 26, 2020 respectively. The 10-K was not filed by May 14, 2020 due to both the Company key employees and members of the Auditing firm being affected by travel and work restrictions stemming from the COVID-19 pandemic. The Company further reported in its press release dated June 16, 2020 that it expected to file the 10-K in 7-10 days. The Company further reports that the 10-K is further delayed and is expected to be filed on or before July 1, 2020. The 8-K/A also reported that it expected to file the 10-Q for the period ended March 31, 2020 on or before June 26, 2020. The Company further reports that the 10-Q is expected to be filed on or before July 6, 2020.
The Company previously reported that it was completing a financing and an acquisition of a company that would give Ethema a new treatment center location in West Palm Beach, Florida. The documentation involved in completing the financing and the acquisition has taken much longer than expected, however the Company has been making progress. The Company has received an initial tranche of the financing and certain funds have been advanced to the target company for opening preparations to the target company’s leased facility. The Company is doing everything it can to complete the financing and the acquisition in a timely manner. There continues to be strong demand for addiction and mental health services in the market.
The Company focus on its filings and its financing and acquisition has delayed its anticipated closing date for the acquisition of an initial 25% ownership stake in Biohazard Health Services LLC (“BHS”). The Company announced on June 16, 2020 that it expected to close this deal by the end of the June. The Company expects that to be delayed. The Company has to complete its periodic filings and the financing and acquisition before being able to advance the BHS deal. The Company expects that its new operations will operate at the highest level of safety and care for its clients and staff and BHS products and services will be part of the health and safety protocols.
The Company continues to discuss potential acquisitions with other addiction treatment companies and has previously reported that there have not been any concrete developments in those discussions. The Company moved its administrative offices in late January after leaving its former facility in West Palm Beach. The Company rents space from another addiction treatment company called Royal Life Centers (“Royal”). There have been certain transaction discussions with Royal but as stated above there are no concrete developments on those discussions.
The Company is making every effort to ensure that meaningful developments in the affairs of the Company are communicated in a timely manner to shareholders.
Ethema Signs LOI on Acquisition of a Majority Interest in Biohazard Health Services LLC
June 17, 2020
West Palm Beach, FL, June 17, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Ethema Health Corporation (GRST) (“Ethema” “GRST” or the “Company”), has signed an LOI to purchase a majority interest in Biohazard Health Services LLC of West Palm Beach, Florida (“Covid Clear”), or the (“Vendor”), an environmental services company providing disinfecting, testing and training services to companies and institutions to provide their employees and customers with safe work and meeting spaces. The Vendor operates under its brand name Covid Clear and offers its customers a unique product through airborne delivery on a constant basis to keep spaces continuously disinfected. Covid Clear has a number of companies and institutions who have purchased services locally in Florida.
The LOI contemplates the purchase of the majority interest (51%) for $5,000,000.00 in a series of three tranches. The funds are to be retained by Covid Clear for working capital purposes. The first tranche buys 25% of Covid Clear for a payment of $250,000.00. The second and third tranches are dependent on Covid Clear reaching certain sales revenue thresholds. The second tranche buys an additional 15% for a payment of $1,750,000.00 and the third buys an additional 10% for a payment of $3,000,000.00. The initial closing is set for June 30, 2020. In addition to the majority interest in Covid Clear, Ethema is buying the exclusive right to distribute the Covid Clear products in Canada on a royalty basis and an exclusive right to sell to the addiction treatment industry in the United States on a commission basis. Ethema will be issuing $100,000 of restricted Ethema common stock for these rights.
The Covid Clear product can aid in decreasing the spread of viruses and provides a safety net for customers and employees while in the workplace. This is a functional electrolyzed water enhanced with NaCl Electrolytes. In short, it is non-toxic, safe for kids, pets, clothes, odorless, food safe, noncorrosive, and poses no respiratory hazards. This means it can be used during and while there are customers or employees in the area.
“The product is an inert water-based ionic solution that is generated electrolytically from a Sodium Chloride (NaCl) electrolyte solution. This positively charged product spreads evenly across all surfaces to disinfect viruses like the SARS-COV2, bacteria and fungi,” said John Dietz, the President and one of the founders of the Vendor.
Covid Clear began taking orders for their programs in April of 2020 and has signed reoccurring purchase agreements with multiple customers. Businesses are seeing this as a method to safely open and operate for both their customers and employees with a cost-effective mechanism. The Company will continue its due diligence and will require raising additional new funds to complete the initial phase of the acquisition. The process will need to move quickly to a closing in order to meet the Vendor’s requirement for capital to meet the demands of its customers.
“We came across this opportunity while sourcing disinfectant services for the opening of the Company new treatment center. Their need for capital to meet customer demand was an opportunity for us to add tremendous value to our Company. The unique product will make our new treatment center safe for clients and staff and give us a competitive advantage over other treatment centers,” said Shawn Leon, CEO of the Company.
About Ethema Health Corporation
Ethema Health Corporation (GRST) operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema will continue to develop world class programs and techniques for North America. For more information you can visit our website at www.ethemahealth.com .
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