GBNH / Greenbrook TMS Inc. - SEC Filings, Annual Report, Proxy Statement

As filed with the Securities and Exchange Commission on December 10, 2024

As filed with the Securities and Exchange Commission on December 10, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 10, 2024

As filed with the Securities and Exchange Commission on December 10, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40199 GREENBROOK TMS INC. (Exact name of registrant as specified in its

Regulation FD Disclosure, Changes in Control of Registrant, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): December 5, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

Neuronetics and Greenbrook TMS Announce Closing of Transaction

Exhibit 99.1 Neuronetics and Greenbrook TMS Announce Closing of Transaction MALVERN, Pa. and TORONTO, On., December 10, 2024 (GLOBE NEWSWIRE) - Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”, and together with Neuronetics, the “Combined Company”) today announced that they have successfully completed the previously announced transaction where

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Peter Willett, Chief Financial Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentations: Based on my kn

GREENBROOK TMS REPORTS THIRD QUARTER OPERATIONAL AND FINANCIAL

Exhibit 99.1 GREENBROOK TMS REPORTS THIRD QUARTER OPERATIONAL AND FINANCIAL RESULTS November 29, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announced its third quarter 2024 (“Q3 2024”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. THIRD QUARTER 2024 OPERATIONAL AND FI

Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) GREENBROOK TMS INC. Three and nine months ended September 30, 2024 and 2023

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) GREENBROOK TMS INC. Three and nine months ended September 30, 2024 and 2023 (Unaudited) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.3 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, William Leonard, President and Chief Executive Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended September 30, 2024. 2. No misrepresentations

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 29, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

GREENBROOK RECEIVES FINAL COURT APPROVAL FOR ARRANGEMENT WITH NEURONETICS

Exhibit 99.1 GREENBROOK RECEIVES FINAL COURT APPROVAL FOR ARRANGEMENT WITH NEURONETICS November 15, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”) is pleased to announce that the Company has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously-announced plan of arrangement in accordance with the Business

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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): November 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):      ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transit

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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): November 6, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

GREENBROOK SHAREHOLDERS APPROVE ARRANGEMENT WITH NEURONETICS

Exhibit 99.1 GREENBROOK SHAREHOLDERS APPROVE ARRANGEMENT WITH NEURONETICS November 11, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”) is pleased to announce the voting results from its special meeting of shareholders held on November 8, 2024 (the “Meeting”) in connection with the proposed acquisition of Greenbrook by Neuronetics, Inc. (“Neuronetics”) by way o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

GREENBROOK ANNOUNCES CONVERSION OF SUBORDINATED CONVERTIBLE NOTES

Exhibit 99.1 GREENBROOK ANNOUNCES CONVERSION OF SUBORDINATED CONVERTIBLE NOTES October 3, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”) announced today that it has completed the conversion (the “Conversion”) of approximately US$10.5 million in aggregate principal amount of the Company’s unsecured subordinated convertible promissory notes (the “Convertible No

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 3, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

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Exhibit 99.2 Neuronetics and Greenbrook TMS Announce Receipt of Interim Order in Respect of Proposed Arrangement and Provide Details of Shareholder Meetings Malvern, PA and Toronto, ON – October 4, 2024 – Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”) today announced that the Ontario Superior Court of Justice (Commercial List) (the “Court”)

EXPLANATORY NOTE

Exhibit 99.3 TABLE OF CONTENTS                     EXPLANATORY NOTE This joint proxy statement/management information circular (this “ Joint Proxy Statement/Circular ”) is being furnished in connection with the solicitation of proxies by management of Greenbrook TMS Inc. (“ Greenbrook ”), an Ontario corporation, and in connection with the solicitation of proxies by management of Neuronetics, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 19, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission F

EXPLANATORY NOTE

Exhibit 99.1 TABLE OF CONTENTS EXPLANATORY NOTE This joint proxy statement/management information circular (this “Joint Proxy Statement/Circular”) is being furnished in connection with the solicitation of proxies by management of Greenbrook TMS Inc. (“Greenbrook”), an Ontario corporation, and in connection with the solicitation of proxies by management of Neuronetics, Inc. (“Neuronetics”), a Delaw

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 17, 2024 GREENBROOK TMS

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 17, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 5, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

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): August 19, 2024 GREENBROOK TMS IN

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): August 19, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Arrangement Agreement, dated August 12, 2024, between Neuronetics, Inc. and Greenbrook TMS Inc.

Exhibit 10.3 Execution Version NEURONETICS, INC. AND GREENBROOK TMS INC. ARRANGEMENT AGREEMENT Date: August 11, 2024 TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation not Affected by Headings 25 1.3 Number and Gender 26 1.4 Date for any Action 26 1.5 Currency 26 1.6 Accounting Matters 26 1.7 Knowledge 26 1.8 Statutes 26 1.9 Time References 27 1.10 Consent 27 1.

Term Loan Exchange Agreement, dated August 12, 2024, by and among Greenbrook TMS Inc., Madryn Fund Administration, LLC, as administrative agent, Madryn Health Partners II, LP, Madryn Health Partners II (Cayman Master), LP, and Madryn Select Opportunities, LP

Exhibit 10.4 Execution Copy TERM LOAN EXCHANGE AGREEMENT This Term Loan Exchange Agreement (this “Agreement”), dated as of August 11, 2024, is entered into by and among GREENBROOK TMS INC., an Ontario corporation (the “Company”), MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”), and each of the entities listed on the signat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-4

Settlement Agreement and Release, dated August 9, 2023, by and among Success Behavioral Holdings, LLC, Theragroup LLC, Benjamin Klein, and Batya Klein and The Bereke Trust U/T/A dated 2/10/03; and TMS NeuroHealth Centers, Inc., Greenbrook TMS Inc., William Leonard and Erns Loubser.

Exhibit 10.2 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (“Agreement”) is made as of this 9th day of August, 2024 (the “Agreement Date”), by and among (a) Success Behavioral Holdings, LLC, Theragroup LLC, Benjamin Klein (“Klein”), and Batya Klein and The Bereke Trust U/T/A dated 2/10/03 (persons and entities listed in this clause (a), collectively, “Plaintiffs”); and (b)

GREENBROOK TMS REPORTS SECOND QUARTER operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS SECOND QUARTER operational and FINANCIAL RESULTS August 13, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announced its second quarter 2024 (“Q2 2024”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. SECOND QUARTER 2024 OPERATIONAL AND F

Form of Voting and Support Agreement by and between Neuronetics, Inc. and the Directors and Officers of Greenbrook TMS Inc.

Exhibit 10.5 August 9, 2024 Neuronetics, Inc. 3222 Phoenixville Pike Malvern, PA 19355 Dear Sirs/Madams: Re: Voting and Support Agreement I, the individual whose name is set forth on the signature page attached to this letter agreement, understand that Neuronetics, Inc. (“you” or “Neuronetics”) and Greenbrook TMS Inc. (“Greenbrook”) wish to enter into an arrangement agreement dated as of the date

Voting and Support Agreement, dated August 11, 2024, by and between Neuronetics, Inc. and Madryn Select Opportunities, LP

Exhibit 10.8 VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: Madryn Select Opportunities, LP, a limited partnership existing under the laws of Delaware (the “Shareholder”) - and - Neuronetics, Inc., a corporation existing under the laws of the State of Delaware (“Neuronetics”) RECITALS: WHEREAS, in connection with an arrangement agreement between Neuronetics and Gr

Voting and Support Agreement, dated August 11, 2024, by and between Neuronetics, Inc. and Greybrook Health Inc.

Exhibit 10.6 VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: Greybrook Health Inc., a corporation existing under the laws of Ontario (the “Shareholder”) - and - Neuronetics, Inc., a corporation existing under the laws of the State of Delaware (“Neuronetics”) RECITALS: WHEREAS, in connection with an arrangement agreement between Neuronetics and Greenbrook TMS Inc. (

Thirty-Seventh Amendment to Credit Agreement, dated August 2, 2024, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP and the Amended and Restated Credit Agreement between Greenbrook TMS Inc., certain subsidiaries of Greenbrook TMS Inc., Madryn Health Partners II (Cayman Master), LP and the lenders from time-to-time party thereto, dated July 14, 2022

Exhibit 10.1 Execution Version THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of August 2, 2024 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrati

Voting and Support Agreement, dated August 11, 2024, by and between Neuronetics, Inc. and Madryn Health Partners II, LP

Exhibit 10.9 VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: Madryn Health Partners II, LP, a limited partnership existing under the laws of Delaware (the “Shareholder”) - and - Neuronetics, Inc., a corporation existing under the laws of the State of Delaware (“Neuronetics”) RECITALS: WHEREAS, in connection with an arrangement agreement between Neuronetics and Gree

Voting and Support Agreement, dated August 11, 2024, by and between Neuronetics, Inc. and Madryn Health Partners II (Cayman Master), LP

Exhibit 10.10 VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: Madryn Health Partners II (Cayman Master), LP, a limited partnership existing under the laws of Delaware (the “Shareholder”) - and - Neuronetics, Inc., a corporation existing under the laws of the State of Delaware (“Neuronetics”) RECITALS: WHEREAS, in connection with an arrangement agreement between Neu

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): August 13, 2024 GREENBROOK TMS IN

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): August 13, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Voting and Support Agreement, dated August 11, 2024, by and between Neuronetics, Inc. and 1315 Capital II, LP.

Exhibit 10.7 VOTING AND SUPPORT AGREEMENT THIS AGREEMENT is made as of August 11, 2024 AMONG: 1315 Capital II, LP., a limited partnership existing under the laws of Delaware (the “Shareholder”) - and - Neuronetics, Inc., a corporation existing under the laws of the State of Delaware (“Neuronetics”) RECITALS: WHEREAS, in connection with an arrangement agreement between Neuronetics and Greenbrook TM

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 12, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 9, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

GREENBROOK ANNOUNCES SETTLEMENT OF LAWSUIT WITH BENJAMIN KLEIN

Exhibit 99.1 GREENBROOK ANNOUNCES SETTLEMENT OF LAWSUIT WITH BENJAMIN KLEIN August 9, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”) announced it has entered into a settlement agreement and release (the “Settlement Agreement”) with Mr. Benjamin Klein, Success Behavioral Holdings, LLC, Theragroup LLC, Ms. Batya Klein (collectively, the “Plaintiffs”) and The Be

Neuronetics and Greenbrook TMS Announce Definitive Agreement to Merge

Exhibit 99.1 Neuronetics and Greenbrook TMS Announce Definitive Agreement to Merge MALVERN, Pa. and TORONTO, On., August 12, 2024 (GLOBE NEWSWIRE) - Neuronetics, Inc. (NASDAQ: STIM) (“Neuronetics”) and Greenbrook TMS Inc. (OTCMKTS: GBNHF) (“Greenbrook”) today announced that they have entered into a definitive arrangement agreement (the “Definitive Agreement”) in which Neuronetics will acquire all

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 2, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 18, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 12, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

GREENBROOK TMS ANNOUNCES PASSING OF BOARD MEMBER ELIAS VAMVAKAS

Exhibit 99.1 GREENBROOK TMS ANNOUNCES PASSING OF BOARD MEMBER ELIAS VAMVAKAS July 12, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announces with regret that our beloved board member Elias Vamvakas has passed away after a courageous, 2-year battle with cancer. “It is with profound sadness that we announce Elias’ passing,” said Bill Leonard, Pre

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 25, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 26, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

GBNHF / Greenbrook TMS Inc. / Greybrook Health Inc. - SC 13D/A Activist Investment

SC 13D/A 1 tm2418426d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (64

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address and Telephone Number of

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d853929dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Ad

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 5, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File No

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d822042dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Ad

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d816863dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Ad

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d684366dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

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): May 15, 2024 GREENBROOK TMS INC.

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): May 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☐ De

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d842412dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-

Thirty-First Amendment to Credit Agreement, dated May 2, 2024, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP and the Amended and Restated Credit Agreement between Greenbrook TMS Inc., certain subsidiaries of Greenbrook TMS Inc., Madryn Health Partners II (Cayman Master), LP and the lenders from time-to-time party thereto, dated July 14, 2022

Exhibit 10.1 Execution Version THIRTY-FIRST AMENDMENT TO CREDIT AGREEMENT THIS THIRTY-FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of May 1, 2024 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative Agen

GREENBROOK TMS REPORTS FIRST QUARTER operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS FIRST QUARTER operational and FINANCIAL RESULTS May 14, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announced its first quarter 2024 (“Q1 2024”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. FIRST QUARTER 2024 OPERATIONAL AND FINANCI

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d778723dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

GBNHF / Greenbrook TMS Inc. / Greybrook Health Inc. - SC 13D/A Activist Investment

SC 13D/A 1 tm2413934d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (64

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d818503dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 1, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File No.

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d824974dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

Note Purchase Agreement dated August 15, 2023, by and among Madryn Health Partners II, LP, Madryn Health Partners II (Cayman Master), LP, Greybrook Health Inc. and other purchasers from time-to-time party thereto

Exhibit 10.11 Execution Version INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the “Agreement”) is entered into as of August 15, 2023 (the “Effective Date”) by and among GREENBROOK TMS

Greenbrook TMS Inc. Insider Trading Policy

Exhibit19.1 GREENBROOK TMS INC. Insider Trading Policy Approved by the Board of Directors on February 9, 2021 GREENBROOK TMS INC. INSIDER TRADING POLICY A. Introduction 1. This Insider Trading Policy (the “Policy”) applies to all Trades in Securities of Greenbrook TMS Inc. (the “Corporation”) by all officers and members of the board of directors of the Corporation and, to the extent practicable, S

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Greenbrook TMS Inc. The following is a list of subsidiaries of the Company, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary in reliance on Item 601(b)(21)(ii) of Regulation S-K. Name Where Incorporated Percentage Ownership Check Five Staffing, LLC Florida, USA 100% TMS NeuroHealth Centers Inc. * Delaware, USA 100%

Registration Rights Agreement dated August 15, 2023, by and among Madryn Health Partners II, LP, Madryn Health Partners II (Cayman Master), LP, Greybrook Health Inc. and other purchasers from time-to-time party thereto

Exhibit 10.7 Execution Version INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 15, 2023 (this “Agreement”), has been entered into by and between GREENBROOK

Form of Indemnity Agreement

Exhibit 10.19 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. INDEMNITY AGREEMENT THIS AGREEMENT is made as of the day of , . BETWEEN: GREENBROOK TMS INC., a corporation existing under the laws of the Province of Ontario (the “Corporation”)

Greenbrook TMS Inc. Clawback Policy

Exhibit 97.1 GREENBROOK TMS INC. CLAWBACK POLICY 1. Purpose Greenbrook TMS Inc. (the “Corporation”) strives to maintain a culture that emphasizes trust, integrity and accountability. In adopting this Clawback Policy (the “Policy”), the Board intends to assist the Corporation in maintaining this culture, supporting the Corporation’s Code of Conduct and reinforcing the Corporation’s pay for performa

Research Collaboration Agreement, dated December 29, 2023, between the Company and Compass Pathways plc.

Exhibit 10.17 EXECUTION COPY INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. RESEARCH COLLABORATION AGREEMENT This Research Collaboration Agreement (this “Agreement”) is entered into as of December 15th, 2023 (the “Effective Date”) by and b

Twenty Ninth Amendment to Credit Agreement, dated March 29, 2024, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP

Exhibit 10.8 Execution Version TWENTY-NINTH AMENDMENT TO CREDIT AGREEMENT THIS TWENTY-NINTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 29, 2024 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative A

NOTICE TO READER

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three months ended March 31, 2023 and 2022 (Unaudited) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice to this effec

Description of Common Shares

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2023, the common shares of Greenbrook TMS Inc. (the “Common Shares”) were registered under Section 12(b) of the Exchange Act and were listed for trading on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “GBNH”. Our Common Shares were suspended from trading

Employment Agreement dated January 13, 2022, by and between TMS NeuroHealth Centers Services, LLC and William Leonard.

Exhibit 10.21 EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 13 day of January, 2022 (the “Execution Date”), by and between (i) TMS NeuroHealth Centers Services, LLC, a Delaware limited liability company(collectively with its Affiliates (as defined below), the “Company”), and (ii) William Leonard (the “Executive”), collectively with t

NOTICE TO READER

Exhibit 99.3 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three and six months ended June 30, 2023 and 2022 (Unaudited) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice to thi

GREENBROOK TMS REPORTS FISCAL YEAR 2023 operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS FISCAL YEAR 2023 operational and FINANCIAL RESULTS April 25, 2024 – Toronto, Ontario – Greenbrook TMS Inc. (OTCQB: GBNHF) (“Greenbrook” or the “Company”) today announced its fiscal year ended December 31, 2023 (“Fiscal 2023”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. FISCAL 2023 OPER

NOTICE TO READER

Exhibit 99.4 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three and nine months ended September 30, 2023 and 2022 (Unaudited) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice

Thirtieth Amendment to Credit Agreement, dated April 15, 2024, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP and the Amended and Restated Credit Agreement between Greenbrook TMS Inc., certain subsidiaries of Greenbrook TMS Inc., Madryn Health Partners II (Cayman Master), LP and the lenders from time-to-time party thereto, dated July 14, 2022

Exhibit 10.9 Execution Version THIRTIETH AMENDMENT TO CREDIT AGREEMENT THIS THIRTIETH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of April 15, 2024 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative Agent.

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): April 25, 2024 GREENBROOK TMS INC

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): April 25, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Offer Letter dated March 4, 2024, by and between TMS NeuroHealth Centers Services, LLC and Andrew Crish.

Exhibit 10.20 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. Andrew (Andy) Crish [***] Dear Andy, On behalf of TMS NeuroHealth Centers Services, LLC (“Greenbrook”, the “Company”, “we”, “us” or “our”, collectively with its affiliates the “C

Settlement Agreement and release dated November 20, 2023, by and among Batya Klein and Benjamin Klein, as co-trustees of the Marital Trust created by Kenneth S. Klein Revocable Trust U/A/D 10/20/80 and Check Five LLC

Exhibit 10.10 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (“Agreement”) is made as of this 20th day of November 2023 (the “Execution Date”), by and among (a) Batya K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40199 GREENBROOK TMS INC. (Exact name of registran

Financial Statements and Exhibits, Other Events

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): April 22, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

April 22, 2024

Exhibit 99.1 100 University Avenue, 8th floor Toronto ON, M5J 2Y1 www.computershare.com April 22, 2024 To: All Canadian Securities Regulatory Authorities Subject: Greenbrook TMS Inc. Dear Sir/Madam: We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: Meeting Type : Annual General Meeting Record Date for Notice of Meeting : May 03, 2024 Record

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

Registration Rights Agreement, dated August 15, 2023, by and among the Company and the Purchasers named therein (Incorporated by reference to Exhibit 99.5 of Madryn’s Schedule 13D/A filed on August 25, 2023).

EX-99.5 4 d805669dex995.htm EX-99.5 Exhibit 99.5 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

Twelfth Amended and Restated Common Share Conversion Instrument, dated December 30, 2023, by and among the Company, Madryn Health Partners II (Cayman Master), LP and Madryn Fund Administration, LLC.

EX-99.4 3 d805669dex994.htm EX-99.4 Exhibit 99.4 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GBNHF / Greenbrook TMS Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A 1 d805669dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Add

Twelfth Amended and Restated Common Share Conversion Instrument, dated December 30, 2023, by and among the Company, Madryn Health Partners II, LP and Madryn Fund Administration, LLC.

EX-99.3 2 d805669dex993.htm EX-99.3 Exhibit 99.3 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GBNHF / Greenbrook TMS Inc. / Greybrook Health Inc. - SC 13D/A Activist Investment

SC 13D/A 1 tm2411394d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (64

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40199 GREENBROOK TMS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40199 GREENBROOK TMS INC. The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 890 Yo

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): March 28, 2024 GREENBROOK TMS INC

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): March 28, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

GREENBROOK ANNOUNCES QUOTATION ON OTCQB

Exhibit 99.1 GREENBROOK ANNOUNCES QUOTATION ON OTCQB March 21, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC: GBNHF) (“Greenbrook” or the “Company”) announced that the OTC Market Group Inc. (“OTC”) has approved the Company’s application to quote the Company’s common shares (the “Common Shares”) on the OTCQB Market. The Company’s Common Shares will be quoted on OTCQB starting on March 22, 2024, und

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): March 21, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

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): March 15, 2024 GREENBROOK TMS INC

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): March 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File

GREENBROOK APPOINTS CHIEF OPERATING OFFICER

Exhibit 99.1 GREENBROOK APPOINTS CHIEF OPERATING OFFICER March 4, 2024 – Toronto, ON – Greenbrook TMS Inc. (OTC Pink: GBNHF) (“Greenbrook” or the “Company”) announced today the appointment of Andrew Crish as Chief Operating Officer, effective immediately. In his role as Chief Operating Officer, Andrew will have responsibility for Company operations and leading the execution of the Company’s strate

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 4, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 1, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission File N

GBNH / Greenbrook TMS Inc. / MSS GB SPV LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

GBNH / Greenbrook TMS Inc. / Greybrook Health Inc. - SC 13D/A Activist Investment

SC 13D/A 1 tm247525d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (647

Amended and Restated Securities Purchase Agreement, dated February 23, 2024, among Greenbrook TMS Inc. and certain investors

  Exhibit 10.1   amended and restated SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2024, between GREENBROOK TMS INC., an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PROSPECTUS supplement to the prospectus dated APRIL 15, 2022 GREENBROOK TMS INC. 2,828,249 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement File No. 333-264067 PROSPECTUS supplement to the prospectus dated APRIL 15, 2022 GREENBROOK TMS INC. 2,828,249 Common Shares This prospectus supplement relates to the offer and sale of 2,828,249 common shares (the “Offered Shares”), no par value per share, in the capital of Greenbrook TMS Inc. (“Greenbrook” or the “Company”) to certain instit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 23, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

GREENBROOK TMS ANNOUNCES DELISTING FROM NASDAQ

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DELISTING FROM NASDAQ February 23, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced receipt of the final delisting notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) due to the continued failure to satisfy either the $1.00 minimum bid price listing requirement in Na

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): February 22, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

Greenbrook Announces $1.2 Million Registered Direct Offering

Exhibit 99.1 Greenbrook Announces $1.2 Million Registered Direct Offering TORONTO, Feb. 22, 2024 /CNW/ - Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), today announced that it has entered into securities purchase agreements with institutional investors for the purchase and sale of 6,000,000 common shares at a purchase price of $0.20 per share pursuant to a registered direct of

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 22, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 15, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING February 15, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twenty-fifth amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 5, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING February 6, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twenty-fourth amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the

GREENBROOK APPOINTS PETER WILLETT AS CHIEF FINANCIAL OFFICER

Exhibit 99.1 GREENBROOK APPOINTS PETER WILLETT AS CHIEF FINANCIAL OFFICER January 29, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that the Company’s Board of Directors has appointed Mr. Peter Willett as the Company’s full-time Chief Financial Officer, effective immediately. Mr. Willett was appointed Interim Chief Financial Officer of the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 29, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

GREENBROOK TMS ANNOUNCES DIRECTOR APPOINTMENT

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DIRECTOR APPOINTMENT January 23, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has appointed Ms. Juliana Elstad to the Company’s board of directors as an independent director, effective immediately. Ms. Elstad has also been appointed to the Company’s Governance and Nominating Committee. Juliana

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 23, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING January 19, 2024 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twenty-third amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the

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): January 19, 2024 GREENBROOK TMS I

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): January 19, 2024 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fil

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): December 29, 2023 GREENBROOK TMS

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): December 29, 2023 GREENBROOK TMS INC. (Exact name of registrant as specified in its charter) Ontario 001-40199 98-1512724 (State or Other Jurisdiction of Incorporation) (Commission Fi

Compass Pathways and Greenbrook TMS enter into three-year research collaboration agreement Three-year research collaboration will investigate the development of scalable, commercial delivery models for COMP360 psilocybin treatment, if FDA-approved

Exhibit 99.1 Compass Pathways and Greenbrook TMS enter into three-year research collaboration agreement Three-year research collaboration will investigate the development of scalable, commercial delivery models for COMP360 psilocybin treatment, if FDA-approved January 5, 2024 Compass Pathways plc (Nasdaq: CMPS) (“Compass”), a biotechnology company dedicated to accelerating patient access to eviden

GREENBROOK TMS RAISES US$5.3 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$5.3 MILLION IN DEBT FINANCING December 28, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twenty-second amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

FORM 51-102F3 Material Change Report

Exhibit 99.1 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company Greenbrook TMS Inc. (“Greenbrook” or the “Company”) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 Item 2 Date of Material Change December 14, 2023. Item 3 News Release A news release was issued by Greenbrook on December 15, 2023 through the facilities of Cision and filed on the System for Electronic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

GREENBROOK TMS RAISES US$4.0 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$4.0 MILLION IN DEBT FINANCING December 15, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twenty-first amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING December 5, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the twentieth amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

the Company’s Form 6-K filed with the SEC on November 21, 2023;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

Greenbrook TMS Announces Settlement of Ongoing Litigation

Exhibit 99.1 Greenbrook TMS Announces Settlement of Ongoing Litigation November 21, 2023 — Toronto, Ontario — Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) announced today that the Company has entered into a settlement agreement with the plaintiff regarding the previously-announced breach of contract claim in connection with an approximately $2 million promissory note that was

GREENBROOK TMS RECEIVES NASDAQ DELISTING NOTICE AND Intends TO APPEAL

Exhibit 99.1 GREENBROOK TMS RECEIVES NASDAQ DELISTING NOTICE AND Intends TO APPEAL November 17, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it received notification from the Nasdaq Stock Market LLC (“Nasdaq”) on November 14, 2023, that Nasdaq has determined to delist the Company’s common shares (the “Common Shares”) due to noncomplia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$2.5 MILLION IN DEBT FINANCING November 16, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the nineteenth amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

1

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three and nine months ended September 30, 2023 and 2022 (Unaudited) Greenbrook TMS Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) September 30, December 31, 2023 2022 Assets Current assets: Cash $ 812

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Peter Willett, Interim Chief Financial Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended September 30, 2023. 2. No misrepresentations: Based

Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three- and nine-month periods ended September 30, 2023 and 2022 November 8, 2023 TABLE OF CONTENTS

Exhibit 99.3 Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three- and nine-month periods ended September 30, 2023 and 2022 November 8, 2023 TABLE OF CONTENTS BASIS OF PRESENTATION 3 CAUTIONARY NOTE REGARDING NON-IFRS MEASURES 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 4 OVERVIEW 6 KEY HIGHLIGHTS AND RECENT DEVELOPMENT

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, William Leonard, President and Chief Executive Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended September 30, 2023. 2. No misrepresentations

GREENBROOK TMS REPORTS THIRD quarter operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS THIRD quarter operational and FINANCIAL RESULTS November 8, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced its third quarter 2023 (“Q3 2023”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. THIRD QUARTER 2023 OPERATIONAL AND FIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of p

GREENBROOK TMS RAISES US$2.0 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$2.0 MILLION IN DEBT FINANCING November 2, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has entered into the eighteenth amendment (the “Amendment”) to the Company’s credit facility (the “Credit Facility”) with affiliates of Madryn Asset Management, LP (“Madryn”). As part of the Amendment, the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

GREENBROOK TMS ANNOUNCES DIRECTOR APPOINTMENT

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DIRECTOR APPOINTMENT October 31, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has appointed Ms. Surindra Mann to the Company’s board of directors (the “Board”) as an independent director, filling the vacancy created by the resignation of Dr. Adrienne Graves, Ph.D., effective immediately. Surind

GREENBROOK TMS ANNOUNCES DATES FOR ITS THIRD QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DATES FOR ITS THIRD QUARTER 2023 FINANCIAL RESULTS October 26, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its 2023 third quarter operational and financial results after market hours on November 8, 2023. THIRD QUARTER 2023 CONFERENCE CALL DETAILS: Bill Leonard, President and Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

GREENBROOK TMS INC. SEVENTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.5 3 d572340dex995.htm EX-99.5 Exhibit 99.5 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GREENBROOK TMS INC. SEVENTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.4 2 d572340dex994.htm EX-99.4 Exhibit 99.4 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GBNH / Greenbrook TMS Inc / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address and Telephone Number of P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

GREENBROOK APPOINTS INTERIM CHIEF FINANCIAL OFFICER

Exhibit 99.1 GREENBROOK APPOINTS INTERIM CHIEF FINANCIAL OFFICER October 20, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced the appointment of Mr. Peter Willett as Interim Chief Financial Officer, effective immediately. Over the past six years, Peter has been a key player on the Greenbrook finance team, serving as its senior vice president o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$1.5 MILLION IN DEBT FINANCING October 13, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has received an aggregate of US$1.5 million in unsecured subordinated debt financing from certain affiliates of Madryn Fund Administration, LLC (“Madryn”) through the issuance and sale by the Company to Madry

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pr

GREENBROOK TMS RAISES US$1.9 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$1.9 MILLION IN DEBT FINANCING October 3, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has received an aggregate of US$1.9 million in unsecured subordinated debt financing from certain new investors (the “Investors”) through the issuance and sale by the Company to the Investors of US$1.9 million

GBNH / Greenbrook TMS Inc / Greybrook Health Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (647) 478-8881 (Name, Address and Telephone N

Joint Filing Agreement

Exhibit 99.5 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D needs to be filed with respect to the ownership by each of the undersigned of the common shares of Greenbrook TMS Inc. Dated: October 2, 2023 GREYBROOK HEALTH INC. By: /s/ Sasha Cucuz N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of

GBNH / Greenbrook TMS Inc / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address and Telephone Number of P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of

GBNH / Greenbrook TMS Inc / Vamvakas Family Trust - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (647) 478-8881 (Name, Address and Telephone N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

REGISTRATION RIGHTS AGREEMENT

EX-99.5 4 d528839dex995.htm EX-99.5 Exhibit 99.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 15, 2023 (this “Agreement”), has been entered into by and between GREENBROOK TMS INC., an Ontario corporation (the “Company”) and the Purchasers (as defined below). BACKGROUND In connection with the Note Purchase Agreement, dated as of August 15, 2023 (the “NPA”), b

GREENBROOK TMS INC. FIFTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.4 3 d528839dex994.htm EX-99.4 Exhibit 99.4 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GREENBROOK TMS INC. FIFTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.3 2 d528839dex993.htm EX-99.3 Exhibit 99.3 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GBNH / Greenbrook TMS Inc / Madryn Asset Management, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address and Telephone Number of P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

GBNH / Greenbrook TMS Inc / Vamvakas Family Trust - SC 13D/A Activist Investment

SC 13D/A 1 tm2323966d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (64

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Erns Loubser, Chief Financial Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Based on my knowledg

Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three- and six-month periods ended June 30, 2023 and 2022 August 14, 2023 TABLE OF CONTENTS

Exhibit 99.3 Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three- and six-month periods ended June 30, 2023 and 2022 August 14, 2023 TABLE OF CONTENTS BASIS OF PRESENTATION 3 CAUTIONARY NOTE REGARDING NON-IFRS MEASURES AND INDUSTRY METRICS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 4 OVERVIEW 5 KEY HIGHLIGHTS AND RECE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, William Leonard, President and Chief Executive Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended June 30, 2023. 2. No misrepresentations: Bas

1

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three and six months ended June 30, 2023 and 2022 (Unaudited) Greenbrook TMS Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) June 30, December 31, 2023 2022 Assets Current assets: Cash $ 1,078,347 $ 1,

GREENBROOK TMS OBTAINS ADDITIONAL DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS OBTAINS ADDITIONAL DEBT FINANCING August 15, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Greybrook Health Inc. (“Greybrook Health”) and certain affiliates of Madryn Fund Administration, LLC (“Madryn”) whereby the Compan

GREENBROOK TMS REPORTS Second quarter operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS Second quarter operational and FINANCIAL RESULTS August 14, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced its second quarter 2023 (“Q2 2023”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. SECOND QUARTER 2023 OPERATIONAL AND F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

Correction of Notice of Time of Greenbrook TMS Second Quarter 2023 Financial Results

Exhibit 99.1 Correction of Notice of Time of Greenbrook TMS Second Quarter 2023 Financial Results TORONTO-(BUSINESS WIRE)-August 14, 2023-Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), announced a correction to its press release originally dated August 9, 2023 announcing the release of its operational and financial results for the second quarter 2023. In the original press rel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

Greenbrook TMS Announces Dates for Its Second Quarter 2023 Financial Results

Exhibit 99.1 Greenbrook TMS Announces Dates for Its Second Quarter 2023 Financial Results TORONTO-(BUSINESS WIRE)-August 9, 2023-Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its 2023 second quarter operational and financial results after market hours on August 15, 2023. SECOND QUARTER 2023 CONFERENCE CALL DETAILS: Bill Leonard, President and Chief Executive Offi

GBNH / Greenbrook TMS Inc / Vamvakas Family Trust - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Greenbrook TMS Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 393704309 (CUSIP Number) Sasha Cucuz Greybrook Health Inc. 890 Yonge Street, 7th Floor Toronto, Ontario M4W 3P4 (647) 478-8881 (Name, Address and Telephone N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of pri

GREENBROOK TMS RAISES US$3.0 MILLION IN DEBT FINANCING

Exhibit 99.1 GREENBROOK TMS RAISES US$3.0 MILLION IN DEBT FINANCING August 1, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has received US$2.0 million in debt financing under its Credit Facility (as defined below) agented by Madryn Fund Administration, LLC (“Madryn”), and US$1.0 million in debt financing from Greybrook Health Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

FORM 51-102F3 Material Change Report

Exhibit 99.1 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company Greenbrook TMS Inc. (“Greenbrook” or the “Company”) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 Item 2 Date of Material Change July 13, 2023. Item 3 News Release A news release was issued by Greenbrook on March 24, 2023 through the facilities of PR Newswire and filed on the System for Electronic Do

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

Purchase Agreement, dated July 13, 2023 between Greenbrook TMS Inc. and Alumni Capital LP

Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of July 13, 2023, by and between Greenbrook TMS Inc., an Ontario corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, a

GREENBROOK TMS ENTERS INTO EQUITY PURCHASE AGREEMENT

Exhibit 99.1 GREENBROOK TMS ENTERS INTO EQUITY PURCHASE AGREEMENT July 13, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that the Company has entered into a purchase agreement (the “Agreement”) with Alumni Capital LP (the “Investor”) that provides equity line financing for sales from time to time of up to approximately $4.4 million (the “Ma

PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED APRIL 15, 2022 GREENBROOK TMS INC. Up to $4,458,156 of Common Shares

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)   Registration Statement File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

GREENBROOK TMS CONFIRMS RESIGNATION OF DIRECTOR

Exhibit 99.1 GREENBROOK TMS CONFIRMS RESIGNATION OF DIRECTOR June 23, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, announced today the acceptance of Mr. Benjamin Klein’s resignation from the board of directors of the Company (the “Board”). In accordance with Gre

GREENBROOK TMS ANNOUNCES RESULTS OF VOTING AT ANNUAL MEETING OF SHAREHOLDERS

Exhibit 99.1 GREENBROOK TMS ANNOUNCES RESULTS OF VOTING AT ANNUAL MEETING OF SHAREHOLDERS June 20, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, announced today the results of voting at its annual meeting of shareholders held earlier today (the “Meeting”). Each o

GREENBROOK TMS INC. REPORT UNDER NATIONAL INSTRUMENT 51-102 REPORT OF VOTING RESULTS

Exhibit 99.2 GREENBROOK TMS INC. REPORT UNDER NATIONAL INSTRUMENT 51-102 REPORT OF VOTING RESULTS In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the Annual Meeting of Shareholders of Greenbrook TMS Inc. (“Greenbrook”) held on June 20, 2023 (the “Meeting”). Each of the matters set out below is descr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princ

Greenbrook TMS Announces Receipt of Statement of Claim

Exhibit 99.1 Greenbrook TMS Announces Receipt of Statement of Claim June 5, 2023 — Toronto, Ontario — Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) announced today that the sellers of Check Five LLC (d/b/a “Success TMS”) (“Success TMS”) have filed a complaint in the Superior Court of the State of Delaware against the Company, TMS NeuroHealth Centers, Inc. (“TMS NeuroHealth Cen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princi

MANAGEMENT INFORMATION CIRCULAR GREENBROOK TMS INC. ANNUAL MEETING OF SHAREHOLDERS May 11, 2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Exhibit 99.1 MANAGEMENT INFORMATION CIRCULAR GREENBROOK TMS INC. ANNUAL MEETING OF SHAREHOLDERS May 11, 2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that an Annual Meeting of the Shareholders (the “Meeting”) of Greenbrook TMS Inc. (“Greenbrook” or the “Company”) will be held on Tuesday, June 20, 2023 at 10:00 a.m. (Toronto time) by way of virtual-only meeting via live webca

STEP 4 THIS DOCUMENT MUST BE SIGNED AND DATED SIGNATURE(S) *INVALID IF NOT SIGNED* MMD D Y Y FOR FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES (FILL IN ONLY ONE BOX “ ” PER ITEM IN BLACK OR

Exhibit 99.2 Annual Meeting Greenbrook TMS Inc. (the “Company”) WHEN: WHERE: PROXY FORM CONTROL NO.:➔ SCAN TO VIEW MATERIAL AND VOTE NOW STEP 1 REVIEW YOUR VOTING OPTIONS BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501 BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED. REMINDER: PLEASE REVIEW THE INFORM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princi

GREENBROOK TMS RECEIVES NOTIFICATIONS REGARDING NASDAQ LISTING DEFICIENCIES

Exhibit 99.1 GREENBROOK TMS RECEIVES NOTIFICATIONS REGARDING NASDAQ LISTING DEFICIENCIES May 19, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it received notification from The Nasdaq Stock Market LLC (“Nasdaq”) on May 15, 2023 that the Company is not in compliance with the minimum bid price requirement for continued listing on th

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.4 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, William Leonard, President and Chief Executive Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended March 31, 2023. 2. No misrepresentations: Ba

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

Exhibit 99.5 FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, Erns Loubser, Chief Financial Officer of Greenbrook TMS Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Greenbrook TMS Inc. (the “issuer”) for the interim period ended March 31, 2023. 2. No misrepresentations: Based on my knowled

Condensed Interim Consolidated Financial Statements

Exhibit 99.2 Condensed Interim Consolidated Financial Statements (Expressed in U.S. dollars) Greenbrook TMS Inc. Three months ended March 31, 2023 and 2022 (Unaudited) Greenbrook TMS Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars, unless otherwise stated) (Unaudited) March 31, December 31, 2023 2022 Assets Current assets: Cash $ 7,050,994 $ 1,623,95

GREENBROOK TMS REPORTS FIRST quarter operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS FIRST quarter operational and FINANCIAL RESULTS May 15, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced its first quarter 2023 (“Q1 2023”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. FIRST QUARTER 2023 OPERATIONAL AND FINANCI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princi

Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three-month periods ended March 31, 2023 and 2022 May 15, 2023 TABLE OF CONTENTS

Exhibit 99.3 Greenbrook TMS Inc. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For the three-month periods ended March 31, 2023 and 2022 May 15, 2023 TABLE OF CONTENTS BASIS OF PRESENTATION 3 CAUTIONARY NOTE REGARDING NON-IFRS MEASURES AND INDUSTRY METRICS 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 4 OVERVIEW 5 KEY HIGHLIGHTS AND RECENT DEVELOPM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of princi

Greenbrook TMS Announces Dates for Its First Quarter 2023 Financial Results

Exhibit 99.1 Greenbrook TMS Announces Dates for Its First Quarter 2023 Financial Results TORONTO-(BUSINESS WIRE)-May 10, 2023-Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its 2023 first quarter operational and financial results after market hours on May 15, 2023. FIRST QUARTER 2023 CONFERENCE CALL DETAILS: Bill Leonard, President and Chief Executive Officer, and

Amendment to Amended and Restated Master Sales Agreement, dated March 16, 2023, between Neuronetics, Inc. and TMS NeuroHealth Centers Inc.

Exhibit 4.11 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. AMENDMENT TO AMENDED AND RESTATED MASTER SALES AGREEMENT This Amendment to Amended and Restated Master Sales Agreement (this “Amendment”) is effective as of March 16, 2023 (the “A

Registration Rights Agreement dated May 17, 2019 between Greenbrook TMS Inc. and 1315 Capital II, L.P.

Exhibit 4.3 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 17th day of May, 2019, by and among Greenbrook TMS Inc., an Ontario corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

Section 302 Certification under Sarbanes-Oxley Act of 2002 for CEO

Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Bill Leonard, certify that: 1. I have reviewed this annual report on Form 20-F of Greenbrook TMS Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan

Form of Greybrook Warrant Certificate (incorporated by reference to Exhibit 2.4 of the Registrant’s 20-F filed with the SEC on April 18, 2023)

Exhibit 2.4 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 29, 2023. THE WARRANTS EVIDENCED HEREBY ARE E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

Amended and Restated Master Sales Agreement, dated January 17, 2023, between Neuronetics, Inc. and TMS NeuroHealth Centers Inc.

Exhibit 4.10 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. AMENDED AND RESTATED MASTER SALES AGREEMENT between Neuronetics, Inc. and TMS NeuroHealth Centers Inc. dated January 17, 2023 Execution Version AMENDED AND RESTATED MASTER SALES A

Consent of KPMG LLP

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Greenbrook TMS Inc.: We consent to the use of our report dated April 17, 2023 on the consolidated financial statements of Greenbrook TMS Inc. (the “Entity”), which comprise the consolidated statements of financial position as of December 31, 2022 and December 31, 2021, the related consolidated statements o

Section 906 Certification under Sarbanes-Oxley Act of 2002 for CEO

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Greenbrook TMS Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill Leonard, Chief Executive Officer of the Compa

Common Share Conversion Instrument issued to Greybrook Health Inc. dated February 28, 2023

Exhibit 2.5 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 29, 2023 GREENBROOK TMS INC. COMMON SHARE CON

Eighth Amendment to Credit Agreement, dated March 31, 2023, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP to the Amended and Restated Credit Agreement between Greenbrook TMS Inc., certain subsidiaries of Greenbrook TMS Inc., Madryn Health Partners II (Cayman Master), LP and the lenders from time-to-time party thereto, dated July 14, 2022

Exhibit 4.8 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 31, 2023 is entered into among GREENBROOK TMS INC., an Ontario corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and MADRYN FUND ADMINISTRATION, LLC, a Delaware limited liability company, as Administrative Agent. All capitalized terms use

Seventh Amendment to Credit Agreement, dated March 24, 2023, between Greenbrook TMS Inc. and Madryn Health Partners II (Cayman Master), LP and the Amended and Restated Credit Agreement between Greenbrook TMS Inc., certain subsidiaries of Greenbrook TMS Inc., Madryn Health Partners II (Cayman Master), LP and the lenders from time-to-time party thereto, dated July 14, 2022

Exhibit 4.7 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 24, 2023 is entered into among GREENBROOK TMS INC., an Ontario

GREENBROOK TMS REPORTS FISCAL 2022 operational and FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS REPORTS FISCAL 2022 operational and FINANCIAL RESULTS April 17, 2023 – Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), today announced its fourth quarter 2022 (“Q4 2022”) and year-end 2022 (“Fiscal 2022”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated. FISCAL

Secured Promissory Note and Guaranty Agreement, dated March 31, 2023 between TMS NeuroHealth Centers Inc. and Neuronetics, Inc.

Exhibit 4.12 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SECURED PROMISSORY NOTE AND GUARANTY AGREEMENT $6,000,000.00 March 31, 2023 WHEREAS, TMS NEUROHEALTH CENTERS INC., a Delaware corporation (the “Maker”) and NEURONETICS, INC., a De

Section 906 Certification under Sarbanes-Oxley Act of 2002 for CFO

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Greenbrook TMS Inc. (the "Company") on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Erns Loubser, Chief Financial Officer of the Compa

Section 302 Certification under Sarbanes-Oxley Act of 2002 for CFO

Exhibit 12.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Erns Loubser, certify that: 1. I have reviewed this annual report on Form 20-F of Greenbrook TMS Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan

Greenbrook TMS Announces Dates for Its Fourth Quarter and Year End 2022 Financial Results

Exhibit 99.1 Greenbrook TMS Announces Dates for Its Fourth Quarter and Year End 2022 Financial Results TORONTO-(BUSINESS WIRE)-April 14, 2023-Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its 2022 fourth quarter and year end operational and financial results after market hours on April 17, 2023. FOURTH QUARTER AND YEAR END 2022 CONFERENCE CALL DETAILS: Bill Leona

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

GREENBROOK TMS ANNOUNCES DATES FOR ITS FOURTH QUARTER AND YEAR END 2022 FINANCIAL RESULTS

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DATES FOR ITS FOURTH QUARTER AND YEAR END 2022 FINANCIAL RESULTS April 14, 2023 - Toronto, Ontario – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its 2022 fourth quarter and year end operational and financial results after market hours on April 17, 2023. FOURTH QUARTER AND YEAR END 2022 CONFERENCE CALL DETAILS: Bill Leonard,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

GREENBROOK TMS PROVIDES BI-WEEKLY MCTO STATUS UPDATE

Exhibit 99.1 GREENBROOK TMS PROVIDES BI-WEEKLY MCTO STATUS UPDATE April 12, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) is providing this update on the status of the management cease trade order granted by the Ontario Securities Commission (the “OSC”), the Company’s principal regulator in Canada, on April 5, 2023 (the “MCTO”) under National Policy 12-203

GREENBROOK TMS ANNOUNCES ACCEPTANCE OF ITS MANAGEMENT CEASE TRADE ORDER APPLICATION

Exhibit 99.1 GREENBROOK TMS ANNOUNCES ACCEPTANCE OF ITS MANAGEMENT CEASE TRADE ORDER APPLICATION April 6, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) announced today that the Ontario Securities Commission (the “OSC”), the Company’s principal regulator in Canada, has granted Greenbrook’s previously-announced application for the imposition of a management

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

GBNH / Greenbrook TMS Inc / Madryn Asset Management, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Greenbrook TMS Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 3937043309 (CUSIP Number) Matthew Girandola 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address and Telephone Number of Person

GREENBROOK TMS INC. FOURTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.4 Exhibit 99.4 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION. THE SECURI

GREENBROOK TMS INC. FOURTH AMENDED AND RESTATED COMMON SHARE CONVERSION INSTRUMENT

EX-99.3 3 d489414dex993.htm EX-99.3 Exhibit 99.3 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

GREENBROOK TMS INC. COMMON SHARE CONVERSION INSTRUMENT

EX-99.1 2 d489414dex991.htm EX-99.1 Exhibit 99.1 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE COMMON SHARES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED PURSUANT TO ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICA

Greenbrook TMS Announces Update to TMS Device Supply Arrangement with Neuronetics

Exhibit 99.1 Greenbrook TMS Announces Update to TMS Device Supply Arrangement with Neuronetics April 3, 2023 — Toronto, Ontario — Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that the Company has amended its amended and restated master sales agreement (the “Master Agreement”) between the Company and Neuronetics, Inc. (“Neuronetics”), pursuant to which the Comp

FORM 51-102F3 Material Change Report

Exhibit 99.1 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company Greenbrook TMS Inc. (“Greenbrook” or the “Company”) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 Item 2 Date of Material Change March 29, 2023. Item 3 News Release A news release was issued by Greenbrook on March 29, 2023 through the facilities of PR Newswire and filed on the System for Electronic D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-4019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-40199 Greenbrook TMS Inc. (Translation of the registrant’s name into English) 890 Yonge Street, 7th Floor Toronto, Ontario Canada M4W 3P4 (Address of prin

GREENBROOK TMS ANNOUNCES DELAY IN FILING 2022 ANNUAL REPORT

Exhibit 99.1 GREENBROOK TMS ANNOUNCES DELAY IN FILING 2022 ANNUAL REPORT March 29, 2023 – Toronto, ON – Greenbrook TMS Inc. (NASDAQ: GBNH) (“Greenbrook” or the “Company”) announced today the Company’s potential delay in the filing of its annual report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”) beyond the prescribed filing deadline in Canada. Both management and the Com