Greenbrook TMS Inc., a provider of specialized health services, announced the results of its Annual Meeting of Shareholders, held on June 26, 2024. Shareholders voted to elect the Board of Directors and appoint the company's independent auditor for the current fiscal year.
The board elections saw eight nominees approved to serve until the 2025 Annual Meeting of Shareholders or until their successors are elected or appointed. The elected directors include Brian P. Burke, Colleen Campbell, Sasha Cucuz, Juliana Elstad, Bill Leonard, Surindra Mann, Frank Tworecke, and Elias Vamvakas. The approval ratings for the directors were notably high, with the lowest percentage of votes for a nominee being 99.67%.
In addition to the board elections, shareholders approved the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. This decision was accompanied by the authorization for directors to fix the auditor's remuneration. The proposal to appoint KPMG LLP received 99.55% votes in favor.
This news comes after a series of changes for Greenbrook TMS Inc., including the suspension of trading of its common shares on the Nasdaq Capital Market on February 26, 2024, and the subsequent transition of trading to the OTCQB Market under the symbol "GBNHF." The company also completed the delisting of its common shares from Nasdaq on April 1, 2024.
The election results and auditor appointment are based on a press release statement filed with the U.S. Securities and Exchange Commission. These decisions reflect shareholder confidence in the company's leadership and financial oversight as it continues operations post-Nasdaq delisting.
In other recent news, Greenbrook TMS Inc. has secured an additional $4.3 million in senior secured term loans, as per a recent 8-K filing with the U.S. Securities and Exchange Commission. The loans were obtained through amendments to the existing credit agreement, with the first amendment providing a $2.5 million loan and the second adding a further $1.8 million. These funds are earmarked for general corporate and working capital purposes.
The amendments also include an extension of a reduced minimum liquidity covenant and the payment-in-kind of a $3.3 million interest payment. The outstanding principal under the credit agreement now stands at approximately $109 million, with the total amount reaching around $122 million when including accrued interest and amendment fees.
Greenbrook has pledged all of its assets as security for the loan obligations. The company's relationship with Madryn Fund Administration, LLC, the administrative agent for the lenders, is notable as affiliates of Madryn are the largest shareholders of Greenbrook, holding a beneficial ownership of 64.2% of the company's common shares. These recent developments are part of Greenbrook's ongoing efforts to manage liquidity and financial obligations.
InvestingPro Insights
In light of Greenbrook TMS Inc.'s recent shareholder meeting outcomes, a deeper financial understanding of the company can be gleaned from InvestingPro data. The company operates with a significantly small market capitalization of $3.56 million, indicative of its niche position in the specialized health services sector. With a negative price-to-earnings (P/E) ratio of -0.07, reflecting the last twelve months as of Q1 2024, it's clear that the company faces financial challenges, aligning with the InvestingPro Tip highlighting its significant debt burden.
Revenue contraction is also a concern, with a -0.78% change over the last twelve months as of Q1 2024, and a more pronounced quarterly revenue decline of -6.69% for Q1 2024. This contraction may be contributing to the weak gross profit margins, which stand at a mere 0.51% for the same period. These figures underscore the importance of the strategic decisions made by the newly elected board, as they may need to address the company's cash burn rate and short-term financial stability, especially considering the company's stock has seen a significant price drop of 86.77% year over year.
For investors seeking more comprehensive analysis, there are additional InvestingPro Tips available, which detail the company's liquidity issues and the analysts' outlook on profitability. To explore these insights and leverage the full suite of tools, interested individuals can visit InvestingPro and use the coupon code PRONEWS24 for an additional 10% off a yearly or biyearly Pro and Pro+ subscription. With these resources, stakeholders can stay informed and make more data-driven decisions regarding their investment in Greenbrook TMS Inc.
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