Ethema Health CORP 8-K Filing

FAQ

Key Financial Figures

• $312,000.00 — for a term of five years at the rate of $312,000.00 per year escalating 1.5% annually for a
• $1,607,507.28 — 1.5% annually for a total obligation of $1,607,507.28. The lease is effective January 1, 2025
• $120,000.00 — for a term of five years at the rate of $120,000.00 per year escalating 1.5% annually for a
• $618,272.03 — 1.5% annually for a total obligation of $618,272.03. The lease is effective January 1, 2025
• $480,000.00 — for a term of five years at the rate of $480,000.00 per year escalating 1.5% annually for a
• $2,473,088.12 — 1.5% annually for a total obligation of $2,473,088.12. The lease is effective January 1, 2025
• $96,000.00 — for a term of five years at the rate of $96,000.00 per year escalating 1.5% annually for a
• $494,617.62 — 1.5% annually for a total obligation of $494,617.62. The lease is effective January 1, 2025
• $36,000.00 — for a term of five years at the rate of $36,000.00 per year escalating 1.5% annually for a
• $185,481.61 — 1.5% annually for a total obligation of $185,481.61. The lease is effective January 1, 2025
• $30,000.00 — for a term of five years at the rate of $30,000.00 per year escalating 1.5% annually for a
• $154,568.01 — 1.5% annually for a total obligation of $154,568.01. The lease is effective January 1, 2025
• $60,000.00 — for a term of five years at the rate of $60,000.00 per year escalating 1.5% annually for a
• $309,136.02 — 1.5% annually for a total obligation of $309,136.02. The lease is effective January 1, 2025
• $180,000.00 — or a term of three years at the rate of $180,000.00 per year for a total obligation of $540

Filing Documents

• grst_8k.htm (8-K) — 45KB
• ex10_1.htm (EX-10.1) — 90KB
• ex10_2.htm (EX-10.2) — 89KB
• ex10_3.htm (EX-10.3) — 91KB
• ex10_4.htm (EX-10.4) — 97KB
• ex10_5.htm (EX-10.5) — 89KB
• ex10_6.htm (EX-10.6) — 90KB
• ex10_7.htm (EX-10.7) — 90KB
• ex10_8.htm (EX-10.8) — 88KB
• ex10_9.htm (EX-10.9) — 88KB
• ex10_10.htm (EX-10.10) — 87KB
• ex10_11.htm (EX-10.11) — 4KB
• ex10_12.htm (EX-10.12) — 10KB
• ex10_11-001.jpg (GRAPHIC) — 1065KB
• ex10_11-002.jpg (GRAPHIC) — 1118KB
• ex10_11-003.jpg (GRAPHIC) — 820KB
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• ex10_12-001.jpg (GRAPHIC) — 321KB
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• ex10_12-011.jpg (GRAPHIC) — 153KB
• ex10_12-012.jpg (GRAPHIC) — 151KB
• 0001903596-25-000048.txt ( ) — 11409KB
• grst-20250109.xsd (EX-101.SCH) — 3KB
• grst-20250109_lab.xml (EX-101.LAB) — 33KB
• grst-20250109_pre.xml (EX-101.PRE) — 22KB
• grst_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 9, 2025, in connection with the consummation of the acquisition of the assets of Edgewater Recovery Centers, LLC ("ECI") described under Item 2.01 below of this Current Report on Form 8-K by ARIA Kentucky, LLC ("ARIA Kentucky"), a wholly owned subsidiary of Ethema Health Corporation (the "Company"), pursuant to the Asset Purchase Agreement, dated October 22, 2024 (the "APA"), by and among ECI, its sole member John David Elam (the "Seller") and ARIA Kentucky, ARIA Kentucky entered into the following leases with certain subsidiaries of BH Properties Fund, LLC ("BH Properties"), a fund controlled by the CEO of the Company, Shawn Leon, a related party: ARIA Kentucky executed a lease with ERC Investments LLC for the property at 425 Clinic Drive, Morehead, KY (the "425 Clinic Lease") for a term of five years at the rate of $312,000.00 per year escalating 1.5% annually for a total obligation of $1,607,507.28. The lease is effective January 1, 2025. ARIA Kentucky executed a lease with ERC Investments LLC for the property at 445 Clinic Drive, Morehead, KY (the "445 Clinic Lease") for a term of five years at the rate of $120,000.00 per year escalating 1.5% annually for a total obligation of $618,272.03. The lease is effective January 1, 2025. ARIA Kentucky executed a lease with ERC Investments LLC for the property at 1111 US 60, Morehead, KY (the "1111 US 60 Lease") for a term of five years at the rate of $480,000.00 per year escalating 1.5% annually for a total obligation of $2,473,088.12. The lease is effective January 1, 2025. ARIA Kentucky executed a lease with New Journey LLC for the property at 189 Edgewater Road, Morehead, KY (the "189 Edgewater Lease") for a term of five years at the rate of $96,000.00 per year escalating 1.5% annually for a total obligation of $494,617.62. The lease is effective January 1, 2025. ARIA Kentucky executed a lease with New Journey LLC for the property at 795 Cransto

01 Completion

Item 2.01 Completion of Acquisition or Disposition of Assets Acquisition of Edgewater Recovery Centers, LLC As previously disclosed, on October 22, 2024, ARIA Kentucky, a wholly owned subsidiary of the Company, ECI and Seller, entered into the APA pursuant to which ARIA Kentucky agreed to acquire and ECI agreed to sell to ARIA Kentucky on the closing date (the "Acquisition") , the addiction treatment operations owned by ECI and located in Morehead and Paducah, Kentucky through a purchase of the assets of ECI (the "Acquired Assets"), including; all assets of ECI used in the business of ECI (except for certain specified assets), including but not limited to all current assets existing at the time of closing, all cash balances and rights to receive cash, all equipment, machinery, all warranties related to the business and acquired assets, all intangible personal property, intellectual property, all business inventories, all property leases associated with the business, all assumed contracts, all governmental authorizations; and all information and records, including patient records, as defined in the APA. Certain of the real property associated with the operations of ERI (the "Real Property") is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. This Real Property was to be acquired in a separate transaction by BH Properties, a related party, and leased to ARIA Kentucky by various subsidiaries of BH Properties on an arms-length basis, at market related rates. On January 9, 2025, ARIA Kentucky consummated the Acquisition of the Acquired Assets of ECI. Pursuant to the terms of the APA, at closing ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States government and the State of Kentucky and certain oblig

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an O-Balance Sheet Arrangement of a Registrant. The information set forth under Item 2.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business or funds acquired The financial statements required by Item 9.01 (a) will be filed by amendment to this Current Report on Form 8-K (b) Pro forma financial information The pro forma financial information required by Item 9.01 (b) will be filed by amendment to this Current Report on Form 8-K (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement dated October 22, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on October 29, 2024 (File No. 000-15078) 10.1 Lease Agreement with ERC Investments LLC for the property at 425 Clinic Drive, Morehead, KY 10.2 Lease Agreement with ERC Investments LLC for the property at 445 Clinic Drive, Morehead, KY 10.3 Lease Agreement with ERC Investments LLC for the property at 1111 US 60, Morehead, KY 10.4 Lease Agreement with New Journey LLC for the property at 189 Edgewater Road, Morehead, KY 10.5 Lease Agreement with New Journey LLC for the property at 795 Cranston Road, Morehead, KY 10.6 Lease Agreement with New Journey LLC for the property at 2180 US 60, Morehead, KY 10.7 Lease Agreement with New Journey LLC for the property at 721 White Street, Morehead, KY 10.8 Lease Agreement with JDE Properties LLC for the property at 166 Maple Drive, Morehead, KY 10.9 Lease Agreement with JDE Properties LLC for the property at 214 Jackson Drive, Morehead, KY 10.10 Lease Agreement with JDE Properties LLC for the property at 1135 Rodburn Hollow Drive, Morehead, KY 10.11 Assignment of Lease Agreement with MAT Properties LLC for the property at 154 S Owens Road, Morehead, KY 10.12 Lease Agreement with Trent Developments, LLC for the property at 141, 141.5 and 143 East Main Street, Morehead, KY

SIGNATURES

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: January 22, 2025 ETHEMA HEALTH CORPORATION (Registrant) By: /s/ Shawn E. Leon Name: Shawn E. Leon Title: Chief Executive Officer

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