Many traders here are relying on PRs and posts like the one you just put up. Those statements in this post are not true from the perspective of the shareholder.
5. Ethema Health NOW owns Addiction Recovery Institute of America (ARIA) Health center.
Ethema (GRST) does not own ARIA entirely. They have bought into 75% of the company. Also, 30% of those ATHI (“ARIA”) holdings is appropriated in the options granted to certain note holders collectively know as the “Trustees”. ARIA referred to as American Treatment Holdings Inc. (“ATHI”) in the 8K. The 8K filed last December details the options. It appears that in the end ETHEMA may own 45%.
"On October 29, 2020, the Company entered into a five-year option agreement with FirstFire and other investors (collectively the “Transferees”), the Company agreed to sell to the Transferees 30% of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $142.86), based on the advances that First Fire and others made to the Company totaling $600,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. The Option Agreement is filed as Exhibit 10.3 attached hereto."
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Other investments
On June 30, 2020, the Company entered into an agreement whereby the Company will acquire 51% of American Treatment Holdings, Inc. (“ATHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins (“Hawkins”), which in turn owns 100% of Evernia Health Services LLC. (“Evernia”), which operates drug rehabilitation facilities. The consideration for the acquisition is a loan to be provided by the purchaser to Evernia in the amount of $500,000. As of June 30, 2021, the Company had advanced Evernia approximately $1,188,470 including accrued interest thereon.
The Company originally had a 180 day option, from the advancement of the first tranche to Evernia, to purchase an additional 9% of ETHI for a purchase consideration of $50,000. The option has been extended and the Company had made a down payment of $10,000 towards exercising this option.
On June 30, 2020, the Company entered into an agreement whereby the Company will acquire 51% of Behavioral Health Holdings, Inc. (“BHHI”) from The Q Global Trust (“Seller”) and Lawrence B Hawkins, which in turn owns 100% of Peace of Mind Counseling Services, Inc. (“PMCS”), which operates drug rehabilitation facilities. The consideration for the acquisition is still to be determined. The Company is currently considering its options to acquire a stake in BHHI and may renegotiate the deal terms.
On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company provided Leonite an option to purchase 33% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.
On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 2.5% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.
On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.
On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Bauman made to the Company totaling $125,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option.
On April 28, 2021, the Stock Purchase Agreement date June 30, 2020 between the Company and the Q Global Trust, and ATHI was amended whereby the option to purchase an additional 9% of ATHI for $50,000 was amended to purchase an additional 24%, an increase of 15% over the prior option, for 100,000,000 shares of common stock. The remaining condition to closing, the receipt of approval for the change of ownership of the license from the Department of Children and Family Services of Florida, was satisfied by the probationary approval, which was received on June 30, 2021. The Company exercised the option and issued the 100,000,000 shares of common stock and paid $25,000 of the $50,000 due to the Seller, in terms of the amended agreement as of the date of this report. In addition to the consideration paid for the additional equity the Company agreed to execute a promissory note for the payment of any unpaid management fees at the time of Closing such that the unpaid fees shall be paid pari-passu with the repayment of the Loan Agreement and Seller agrees that any funds advanced to the Company by Behavioural Health Holdings, LLC shall be forgiven and considered contributed capital to ATHI. The Company agrees to advance up to $1,100,000 under the Loan Agreement for the funding of the operations of ATHI as required without any contribution required by the Seller.
Another statement from this post that is not true from the perspective of the shareholderr.
"Ethema Health has already paid off the cost of ARIA in cash and restricted $GRST stocks."
All the financing that went into the funding of ARIA has not been converted to shares and is currently eligible to convert. Ethema does not have cash other than from these notes because they loose a couple of million dollars per quarter.
"The Company required debt capital to fund the start-up of the new treatment center and now must turn its attention to managing the repayment of the debt while maintaining shareholder value. The Company expects to make significant progress on the debt in the coming months while it continues to grow the treatment center business."
The only conversions that can be attributed to the two Labrys notes for $780K to dateappears to be the July 7th conversion of $100,800. Two notes matured last week for a total of $192,500. That is a total of $871,700 in eligible conversions that have serious price protections that can convert at any time at a steep discount to market. This is not accounting for the warrants and other debt that can convert on demand. They need to get busy if that cloud of dilution hanging over this stock is to dissipate.
May 10th they signed onto financing for $550K with Labrys and that value was eligible to convert per the date of issue. According to the latest filing only $100K or 112 million shares have been issued with a conversion price of .0009 a share.
June 4th they signed onto financing for $230K with Labrys and that value was eligible to convert per the date of issue. "Conversion Rights" and adjustable "Conversion Price" language below. 10.02 Convertible Promissory Note dated June 4, 2021 (Labrys Note)
https://sec.report/Document/0001721868-21-000350/ On July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $100,800 into 112,000,000 shares of common stock.
On August 6, 2021, the company received a cashless warrant exercise from Labrys, exercising warrants for 100,000,000 shares for net shares of 86,333,333 shares of common stock.
Two notes were issued for $192,500 combined and they mature today. With the current lowest closing of .0018 they will likely get their roughly 275 million shares at around .0007.
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