ETHEMA HEALTH Corp Files 2023 Annual Report on Form 10-K

TL;DR

<b>ETHEMA HEALTH Corp filed its 2023 10-K, detailing its financial performance and operations for the fiscal year ending December 31, 2023.</b>

AI Summary

ETHEMA HEALTH Corp (GRST) filed a Annual Report (10-K) with the SEC on May 7, 2024. ETHEMA HEALTH Corp (formerly GREENESTONE HEALTHCARE CORP) filed its 2023 10-K report on May 7, 2024. The company's fiscal year ends on December 31st. ETHEMA HEALTH Corp is incorporated in Colorado (CO). The company's business and mailing address is 950 EVERNIA STREET, WEST PALM BEACH, FL 33401. The filing covers the fiscal year ended December 31, 2023.

Why It Matters

For investors and stakeholders tracking ETHEMA HEALTH Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of ETHEMA HEALTH Corp's financial health, operational activities, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. Understanding the details within this filing is essential for stakeholders to evaluate the company's compliance with SEC regulations and to make informed investment decisions based on disclosed financial data and risk factors.

Risk Assessment

Risk Level: low — ETHEMA HEALTH Corp shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial and operational disclosures without immediate significant market-moving events.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand ETHEMA HEALTH Corp's financial position and potential challenges for the upcoming fiscal year.

Key Numbers

• 2023-12-31 — Fiscal Year End (The report covers the period ending on this date.)
• 2024-05-07 — Filing Date (The date the 10-K was filed with the SEC.)
• 8062 — SIC Code (Standard Industrial Classification for SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC.)
• CO — State of Incorporation (ETHEMA HEALTH Corp is incorporated in Colorado.)

Key Players & Entities

• ETHEMA HEALTH Corp (company) — Filer of the 10-K report.
• GREENESTONE HEALTHCARE CORP (company) — Former name of ETHEMA HEALTH Corp.
• NOVA NATURAL RESOURCES CORP (company) — Former name of ETHEMA HEALTH Corp.
• 2024-05-07 (date) — Filing date of the 10-K report.
• 2023-12-31 (date) — Fiscal year end date for the report.
• WEST PALM BEACH, FL (location) — Business and mailing address of the company.

FAQ

Industry Context

ETHEMA HEALTH Corp operates within the healthcare services sector, specifically related to general medical and surgical hospitals.

Regulatory Implications

The company is subject to SEC regulations for public companies, requiring annual filings like the 10-K to disclose financial and operational information.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and balance sheet items.
2. Review any disclosed risk factors to understand potential business challenges.
3. Check for executive compensation details if available in the full filing.

Key Dates

• 2024-05-07: 10-K Filing — Annual report filed for fiscal year 2023.
• 2023-12-31: Fiscal Year End — End date of the reporting period.

Year-Over-Year Comparison

This is the initial 10-K filing for ETHEMA HEALTH Corp for the fiscal year 2023. Previous filings would be under former names if applicable.

Key Financial Figures

• $0.01 — ction 12(g) of the Act: Common Stock, $0.01 par value per share (Title of class)
• $0.0006 — 2023, based on a closing share price of $0.0006 was approximately $ 2,073,714 . As of
• $659,918 — n assignment to Leon Developments of CDN$659,918 owing to the Company and the issuance o
• $2,184,000 — of the Company's common stock valued at $2,184,000. CCH held the real estate on which the
• $10,000,000 — CART"), for a total consideration of CDN$10,000,000. The company also entered into a lease
• $6,070,000 — urchase price for the ARIA assets was US$6,070,000. 1 On April 4, 2017 the Company cha
• $20,530,000 — The purchase price of the Property was $20,530,000. The Company made a series of nonrefund
• $2,940,546 — of nonrefundable down payments totaling $2,940,546 in 2017 and 2018. On May 23, 2018, the
• $3,500,000 — nue, Delray Beach for gross proceeds of $3,500,000, and on October 10, 2019, the Company t
• $1,398,510 — onite Capital, LLC, for net proceeds of $1,398,510, which proceeds were offset against the
• $500,000 — the Company to Evernia in the amount of $500,000. The Company has an option to acquire a
• $50,000 — 100,000,000 shares of common stock and $50,000, on the condition that a probationary l
• $0 — Chairman and CEO for gross proceeds of $0, after Greenstone Muskoka forgave its i
• $6,690,381 — ny receivable owing from the Company of $6,690,381 and the Company forgave its intercompan
• $9,605,315 — intercompany balance owing from ARIA of $9,605,315. On June 30, 2023, the Company entere

Filing Documents

• grst_10k.htm (10-K) — 1577KB
• ex31.htm (EX-31.1) — 15KB
• ex32.htm (EX-32.1) — 6KB
• grst_1.jpg (GRAPHIC) — 20KB
• 0001903596-24-000279.txt (&nbsp;) — 7809KB
• grst-20231231.xsd (EX-101.SCH) — 68KB
• grst-20231231_cal.xml (EX-101.CAL) — 69KB
• grst-20231231_def.xml (EX-101.DEF) — 122KB
• grst-20231231_lab.xml (EX-101.LAB) — 445KB
• grst-20231231_pre.xml (EX-101.PRE) — 326KB
• grst_10k_htm.xml (XML) — 1528KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 3 Item 1B. Unresolved Staff Comments 3 Item 2.

Properties

Properties 3 Item 3.

Legal Proceedings

Legal Proceedings 3 Item 4. Mine Safety Disclosures 3 PART II. Item 5. Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities 4 Item 6. Reserved 5 Item 7.

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 11 Item 9B. Other Information 12 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 12 PART III Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 14 Item 12.

Security Ownership of Certain Beneficial Owners and

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 16 Item 14. Principal Accountant Fees and Services 17 Part IV. Item 15. Exhibits and Financial Statements Schedules 18

SIGNATURES

SIGNATURES 21 PART I Special Note Regarding Forward-Looking Statements Many of the matters discussed within this Annual Report contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on our current expectations and projections about future events. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," but are also contained elsewhere. We do not undertake any obligation to update any forward looking statements. Unless the context requires otherwise, references to "we," "us," "our," and "Ethema," refer to Ethema Health Corporation and its subsidiaries. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation to update any forward-looking

Business

Item 1. Business. Company History Ethema Health Corporation (the "Company" or "Ethema"), a Colorado corporation was incorporated under the laws of the Natural Resources Corporation, a Delaware corporation ("Nova Delaware"). The merger was effectuated solely for the purpose of changing the Company's domicile from Delaware to Colorado. At all times prior to 2001, the Company was engaged in the oil and gas exploration business. Nova Delaware was the successor entity to Nova Petroleum Corporation, a Delaware corporation, and Power Resources Corporation, a Delaware corporation, which merged in 1986 ("the 1986 Merger"). Prior to the 1986 Merger, Nova Petroleum Corporation and Power Resources Corporation had operated since 1979 and 1972, respectively. In 2001, the Company entered into the electronics business and this business was active in 2001 and 2002, as part of the Torita Group. After 2002, the Company continued with various stages of development in this business until 2010. On April 1, 2010, the Company changed its principal operations from development stage electronics to healthcare services. On March 29, 2010, the Company entered into a one year consulting agreement with GreeneStone Clinic Inc., a Canadian corporation ("Greenestone Clinic"), whereby Greenestone Clinic provided consulting services for the Company's development and operation of medical clinics in the province of Ontario, Canada. Specifically, Greenestone Clinic provided medical and business expertise in the initial startup of private clinics and technical assistance to ensure that the clinics were in compliance with governmental policy and procedure requirements as well as any operational requirements. At the time of entering into this consulting agreement, Greenestone Clinic operated a clinic at the Muskoka property housing its addiction treatment clinic and pr

Legal

Item 3. Legal Proceedings. We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Item 4. Mine Safety Disclosures. None. 3 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . The Company's common stock is quoted on the Over-the-counter Market (the "OTC PINK") under the symbol "GRST". The Company was sponsored by the market maker Wilson Davis & Co. from Salt Lake City, Utah, which filed a Form 15c2-11 application with the Financial Industry Regulatory Authority ("FINRA") for the Company in 2011. This application was approved by FINRA in February 2012, and Wilson Davis & Co. first quoted the stock in March 2012. From March 2012 to January 2020, our common stock had been traded on the OTCQB markets under the symbol "GRST", in January 2020, the stock was downgraded to the OTC Pink Sheets market. The last reported sale price of our common stock on the OTC Pink on May 6, 2024 was $0.0003 per share. As of May 6, 2024, there were approximately 157 holders of record of our common stock. Dividend Policy We have not paid any cash dividends on our common stock to date, and we have no intention of paying cash dividends in the foreseeable future. Whether we declare and pay dividends is determined by our Board of Directors at their discretion, subject to certain limitations imposed under Colorado

- Executive Compensation for equity compensation plan information

Item 11 - Executive Compensation for equity compensation plan information. Recent Sales of Unregistered Securities Other than as set forth below or as previously disclosed in our filings with the Securities and Exchange Commission, we did not sell any equity securities during the year ended December 31, 2023 in transactions that were none registered under the Securities Act. On June 28, 2023 the Company entered into a Warrant Exchange Agreement with a previous lender that exchanged a Warrant outstanding to the previous lender originally issued on June 12, 2020 for a new Warrant dated June 30, 2023. The substantial changes to the warrant affect the number of shares in the warrant, the exercise price and the term. The original warrant provided for the previous lender to have a continuing right to purchase a 20% share of the outstanding common shares until it expired on June 12, 2025 which was originally set at 326,286,847 shares. The new warrant is exercisable for 745,810,761 shares, 20% of the number of common shares outstanding on June 28, 2023, with no allowance for adjustment, except normal adjustments due to splits or consolidations, until the new expiry date of June 30, 2027. The exercise price in the original warrant was $0.10, with allowance for adjustments, which when applied resulted in an exercise price of $0.0004 per share. The exercise price on the new warrant is $0.001 and is only adjustable if the Company issues any shares at a price less than the exercise price during the warrant period except for any issuance of shares to the Company's president or related parties on any debt outstanding to those parties as of June 30, 2023, and limited to a conversion price of $0.0005 per share. P enny Stock The U.S. Securities and Exchange Commission (the "SEC") has adopted rules that regulate broker dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other t

Management's

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our audited annual financial the forward-looking statements. The Management Discussion and Analysis of Financial Condition and Results of Operations below is based upon only the financial performance of Ethema Health Corporation. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates. This discussion and analysis should be read in conjunction with the company's consolidated financial statements and accompanying notes to the consolidated

financial statements for the year ended December 31, 2023

financial statements for the year ended December 31, 2023. Results of operations for the year ended December 31, 2023 and the year ended December 31, 2022. Revenue Revenue was $5,344,976 and $4,820,747 for the years ended December 31, 2023 and 2022, respectively, an increase of $524,229 or 10.9%. Revenue from patient treatment was $5,159,680 and 4,411,546 for the years ended December 31, 2023 and 2022, respectively, an increase of $748,134 or 17.0%. The increase is due to the increase in the number of in-network patients at the facility due to the approval of the facility by a number of health care plans over the current year. Revenue from rental income was $185,296 and $377,351 for the years ended December 31, 2023 and 2022, respectively, a decrease of $192,055 or 50.4%. The Company disposed of its real property owning subsidiary, Cranberry Cove Holdings, to a related party , Leonite Capital, LLC on June 30, 2023, revenue was only recognized for the first half of the current fiscal year. Operating Expenses Operating expenses was $5,886,896 and $4,331,630 for the years ended December 31, 2023 and 2022, respectively, an increase of $1,555,266 or 35.9%. The increase in operating expenses is attributable to: General and administrative expenses was $1,041,501 and $805,372 for the years ended December 31, 2023 and 2022, respectively, an increase of $236,129 or 29.3%. The increase is primarily attributable to due to an increase in insurance costs of $85,701, due to the general hardening of the insurance market in South Florida, an increase in capital raising costs of $40,470 for funds spent on exploring capital raising opportunities, and the balance of $117,959 consisting of increase in numerous individually insignificant costs, related to the increase in the number of patients passing through the facility during the current period. Rent expense was $614,793 and $427,482 for the years ended December 31, 2023 and 2022 an increase of $187,311 or 43.8%. The

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