Ethema Health Corp (GRST)

[Bubae]

I do provide the "facts" with the direct quotes from the company and press releases complete with the links. One persons "rage" is relevant due diligence that mitigates losses for another.

It would no doubt have been nice to know for many in June that the company would likely be dropping another 1 billion new shares in the subsequent 2 quarters. If this doesn't act like a OTC ticker headed for the reverse split...none ever do.

Building the debt since 2017 is very relevant since that is what is really being paid for by the current shareholders.

Revenue is such a dubious number for this company that they gave the EBITDA number to be safe. Looks to me that OTC companies are more on guard than ever right now about deceiving shareholders. This one has done its share of deceptions in recent months. That clean earnings number compared to what has been hyped for a couple of years is a joke.


Ethema Releases Third Quarter Results

https://www.globenewswire.com/news-release/2021/11/23/2339427/0/en/Ethema-Releases-Third-Quarter-Results.html

"The segmented information for the ARIA treatment center was an EBITDA of $47,359 for the quarter. Revenue is recorded based on the adjusted gross billing for the period. The facility has been averaging a net collection of gross billings at a rate of approximately 13%."






Outstanding Shares----3,111,047,811----09/29/2021 Outstanding Shares----3,111,047,811----09/29/202----1 509.5 million new shares for Q3 of which 417.5 million converted.
Outstanding Shares----3,173,047,811----10/13/2021
Outstanding Shares----3,181,270,033----10/18/2021
Outstanding Shares----3,231,766,761----10/26/2021
Outstanding Shares----3,315,538,708----11/01/2021
Outstanding Shares----3,354,944,018----11/16/2021 (39,405,310) + 55 million restricted = 94.4 for the update
Outstanding Shares----3,429,944,018----11/23/2021----+75 million
Outstanding Shares----3,488,371,109----11/24/2021 ----+58,427,091
Outstanding Shares----3,579,053,805----12/17/2021---- +90.7 million + 36.9 million restricted = 127.5 million for this update. 468 million new shares added 560 million shares converted so far for Q4.

Restricted----387,335,919----11/01/2021
Restricted----332,335,920----11/16/2021----55 million converted
Restricted----332,335,920----11/24/2021
Restricted----332,335,920----11/24/2021
Restricted----295,396,527----12/17/2021----36.9 million converted


For the quarterly period ended September 30, 2021
https://sec.report/Document/0001721868-21-000835/
Authorized and outstanding
The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 3,111,047,811 and 2,027,085,665 shares of common stock at September 30, 2021 and December 31, 2020, respectively.

Leonite Capital, LLC----On Demand---- $535,866

Auctus Fund, LLC---- On Demand---- $100,000

Labrys Fund, LP ---- November 30th-----$63,200

See note below----- May 7, 2022---- $550,000-

See note below----- June 2, 2022----$230,000

Ed Blasiak----Sept. 14, 2021----$55,000

Series N convertible notes----On demand---- $3,229,000



The 2022 maturity dates are when the notes become delinquent. The actual note reads that they were eligible to convert from date of issue. The Q2 filing added a delay of 180 days for conversion. Those two financing notes are eligible to convert at twice the face value given the anti-dilution conversion price language. All notes have such price protections.


"On May 7, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $550,000 for net proceeds of $477,700 after an original issue discount of $55,000 and certain legal expenses of $17,300. The Note has a maturity date of May 7, 2022 and bears interest at the rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to $0.005, subject to anti-dilution adjustments."

"On June 2, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $230,000 for net proceeds of $200,000 after an original issue discount of $23,000 and certain legal expenses of $7,000. The Note has a maturity date of June 2, 2022 and bears interest at the rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to $0.004, subject to anti-dilution adjustments."


https://sec.report/Document/0001721868-21-000350/

anti-dilution adjustment based on par value for conversion is .01

1.1 Conversion Right. The holder on any calendar day, at any time on or following the issue date, to convert all or any portion of the then outstanding and unpaid Principle Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock.

1.2 Conversion Price

(a) Calculation of Conversion Price The per share conversion price into which Principle Amount and interest (including any Default Interest) under this Note shall be convertible into Common Stock hereunder (the “Conversion Price”) shall equal $0.005. If at any time the Conversion Price as determined hereunder for any conversion would be less than par value of the common stock, then at the sole discretion of the Holder, the conversion price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principle, where “Additional Principle” means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

LABRYS Fund $550K financing, May 2021
https://sec.report/Document/0001721868-21-000288/#f2sgrst8k051321ex10_02.htm

LABRYS Fund $230K financing, June 2021
https://sec.report/Document/0001721868-21-000350/#f2sgrst8k060921ex10_02.htm