Current Report Filing (8-k)
October 04 2017 - 3:49PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 29, 2017
ETHEMA
HEALTH CORPORATION
f/k/a
GREENESTONE HEALTHCARE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
|
000-15078
|
84-1227328
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
810
Andrews Avenue
Del
Ray Beach, Florida 33483
|
(Address
of principal executive offices)
|
(561)
450 7679
|
(Registrant’s
telephone number, including area code)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
]
|
|
Written
communications pursuant to Rule 425 under the Securities Act
|
[
]
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
|
[
]
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[
]
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
1.01
Entry into a Material Definitive Agreement.
On
September 29, 2017, Ethema Health Corporation, a Colorado corporation (f/k/a/ GreeneStone Healthcare Corporation, the “
Company
”),
entered into a nonbinding Letter of Intent (the “
LOI
”) with Joseph Petri and Peter Walstrom, individuals residing
in the State of Florida (collectively the “
Sellers
”), providing for the Company’s purchase from the Sellers’
of certain convertible debt (the “
Debt
”) in Blue Dog Holdings (“
BDH
”). BDH, through its
wholly owned subsidiaries, owns and operates a 174 bed addiction treatment center located at 5400-5410 East Avenue in West Palm
Beach, Florida (the “
Facility
”).
The
LOI contemplates the Company’s issuance of 30,000,000 shares of common stock of the Company in consideration of the transfer
of the Debt from Sellers to the Company and supplying $2,500,000.00 in new working capital for the operation of BDH. The LOI further
contemplates the successful re-negotiation of certain BDH secured and unsecured liabilities prior to entering into a management
agreement under which the Company will manage the operation of the Facility together with the Sellers as a step towards an eventual
ownership of BDH.
The
foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, a copy
of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
October 4, 2017
By:
/s/ Shawn E. Leon
Name:
Shawn E. Leon
Title:
CEO
Ethema Health (PK) (USOTC:GRST)
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