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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 4, 2017
GREENESTONE HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado | 000-15078 | 84-1227328 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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5734 Yonge Street, Suite 300 Toronto, Ontario, Canada M2M 4E7 |
| (Address of principal executive offices) |
| (416) 222-5501 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.01 Changes in Control of Registrant.
On February 14, 2017, GreeneStone Healthcare Corporation, a Colorado corporation (“GreeneStone” or the “Company”), completed a series of transactions (referred to collectively as the “Restructuring Transactions”) described in the Company’s February 14, 2017 Form 8-K. The Restructuring Transactions resulted in, among other transactions, the issuance of 60,000,000 shares of the Company’s common stock (the “Stock Issuance”) to Leon Developments Ltd. (“Leon Developments”) in partial consideration for the sale by Leon Developments of all of the stock of Cranberry Cove Holdings Ltd. (“CCH”), which in turn owns the Canadian Rehab Clinic real estate. On or about February 23, 2017, following the Stock Issuance, Shawn Leon (President, CEO and CFO of GreeneStone) together with Leon Developments, which is wholly owned and controlled by Shawn Leon, filed a Schedule 13D disclosing that Shawn Leon owns and controls directly 2,260,350 shares of the Company’s common stock, and owns and controls indirectly the 60,000,000 shares held by Leon Developments and 2,687,300 shares held by Greenestone Clinic Inc., which is also wholly owned by Shawn Leon. The Share Issuance resulted in Shawn Leon owning and controlling, directly and indirectly, 59.1% of the outstanding shares of common stock of the Company.
Item 5.03 Amendment to Articles of Incorporation and By-Laws.
The Restructuring Transactions also resulted in, among other transactions described in the Company’s February 14, 2017 Form 8-K, the sale of the assets of its Canadian Rehab Clinic pursuant to an Asset Purchase Agreement (the “APA”). Under the APA, GreeneStone agreed to the post-closing requirement that it cease using the name “GreeneStone” within sixty (60) days of the closing of the transaction.
In order to comply with the post-closing requirement, the Board of Directors of the Company (the “Board”) amended the Company’s Bylaws to permit the Board to amend the Company’s Articles of Incorporation without the consent of the shareholders, except where prohibited by Colorado law. The First Amendment to the Amended and Restated Bylaws is attached hereto as Exhibit 1. The Board further unanimously consented to change the name of the Company to “Ethema Health Corporation.” Attached hereto as Exhibit 2 is the Consent in Lieu of a Special Meeting of the Board of Directors (“Consent Resolution”) dated April 4, 2017, whereby the Board approved the bylaws amendment and the name change. In accordance with the Consent Resolution, Shawn Leon, as CEO of the Company, filed, or caused to be filed, the Articles of Amendment to the Articles of Incorporation, attached here as Exhibit 3 (“Articles of Amendment”), with the Colorado Secretary of State. Pursuant to the filed Articles of Amendment, the Company’s new name is Ethema Health Corporation effective as of April 4, 2017.
Item 9.01 Exhibits
The following exhibits are furnished with this report:
| Exhibit No. | Exhibit Description |
| 1 | First Amendment to the Amended and Restated Bylaws |
| 2 |
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| 3 | Articles of Amendment to the Articles of Incorporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 11, 2017
By: /s/ Shawn E. Leon
Name: Shawn E. Leon
Title: CEO
EXHIBITS
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`FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
EFFECTIVE APRIL 4, 2017
Article XIV of the Corporation’s Bylaws is hereby amended to add the following section:
Section 5. Amendments to Articles of Incorporation . Except where otherwise restricted by law, the Board of Directors shall have the power to alter, amend, or modify the Articles of Incorporation of the Company without the consent or approval of the shareholders, where the Board of the Directors deems such alteration or amendment to be in the best interest of the Company and the shareholders.
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CONSENT IN LIEU OF A SPECIAL MEETING
OF BOARD OF DIRECTORS OF
GREENSTONE HEALTHCARE CORPORATION
_____________________________________________________
EFFECTIVE: APRIL 4, 2017
WHEREAS, as part of a series of restructuring transactions (the “Restructuring”) carried out by Greenstone Healthcare Corporation, a Colorado corporation (the “Corporation”), that were completed on February 14, 2017, the Corporation agreed to cease using the name “Greenstone” pursuant to the terms of that certain asset purchase agreement executed as part of the Restructuring;
WHEREAS, Section 7-108-202 of the Colorado Revised Statutes and Article IX of the Amended and Restated Bylaws of the Corporation (the “Bylaws”) provide that unless otherwise restricted by the law or the Corporation’s bylaws, any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if all members of the board consent to such action in writing;
WHEREAS, the undersigned, being all of the directors of the Corporation (the “Board”), have determined that it is in the best interests of the Corporation and its shareholders to amend the articles of incorporation of the Corporation on file with the Secretary of State of Colorado (the “Articles of Incorporation”) to change the name of the Corporation to Ethema Health Corporation;
WHEREAS, the Board has further determined that it is in the best interest of the Corporation and its shareholders to amend the Bylaws, pursuant to Article XIV of the Bylaws, to clarify the circumstances when the Board shall be permitted to amend the Articles of Incorporation of the Corporation;
WHEREAS, the Board desires that the actions expressed in the resolutions set forth below be taken in lieu of a special meeting of the Board of Directors.
NOW, THEREFORE, the undersigned consent to the actions expressed in the following resolutions as of the date first written above:
Amendment of the Bylaws
RESOLVED, that the First Amendment to the Amended and Restated Bylaws, attached here as Exhibit A, is adopted and approved, and that the Secretary of the Corporation is directed to cause a copy of the First Amendment to the Amended and Restated Bylaws to be inserted in the Corporation’s minute book.
Name Change
RESOLVED, that the Board declares that Article I of the Articles of Incorporation of the Corporation shall be amended to read as follows:
The name of the corporation shall be Ethema Health Corporation.
RESOLVED FURTHER, that the Articles of Amendment of the Corporation substantially in the form attached here as Exhibit B (the “Articles of Amendment”) is hereby adopted and approved by the Board;
RESOLVED FURTHER, that, Leon Shawn, as CEO of the Corporation (“Authorized Officer”), is hereby authorized to execute the Articles of Amendment on behalf of the Corporation;
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RESOLVED FURTHER, that the Authorized Officer of the Corporation and/or the Corporation’s legal counsel be, and each of them hereby is, authorized and directed to file the executed Articles of Amendment with the Secretary of State of Colorado; and
RESOLVED FURTHER, that the Authorized Officer be, and hereby is, authorized and empowered to take all such further action and to execute, deliver and file all such further agreements, certificates, instruments and documents, in the name and on behalf of the Corporation, to pay or cause to be paid all expenses and any fees related to filing and reporting, and to take all such other actions as they or any one of them shall deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions.
Signature page to follow
IN WITNESS WHEREOF, the undersigned have executed this written consent as of the date first written above. This consent may be executed in counterparts, and may be delivered by facsimile or electronic mail communications, which counterparts when taken together shall constitute one and the same written consent.
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Shawn Leon, Director |
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John O’Bireck, Director |
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Gerald T. Miller, Director |
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