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~~January 229, ~~2024~~2025

ETHEMA HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

000-15078

84-1227328

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

950 Evernia Street, West Palm Beach, Florida 33401

(Address of principal executive offices)

(416) 500-0020

(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))

~~ITEM~~Securities ~~1.01~~registered ~~ENTRY~~pursuant ~~INTO~~to ASection ~~MATERIAL~~12(b) ~~DEFINITIVE~~of ~~AGREEMENT~~the Act: None.

~~Edgewater Recovery~~Title ~~Centers,~~of ~~LLC~~each class Trading Symbol(s) Name of each exchange on which registered

~~On October~~Indicate ~~22,~~by ~~2024,~~check ~~ARIA~~mark ~~Kentucky,~~whether ~~LLC (“ARIA Kentucky”), a wholly owned subsidiary of Ethema Heath Corporation (~~the ~~“Company”) and~~registrant ~~Edgewater~~is ~~Recovery Center LLC (“ECI”) and its sole member John David Elam (the “Seller”), entered into~~ an ~~Asset~~ ~~Purchase~~emerging ~~Agreement~~growth ~~(the “APA”) pursuant to which ARIA Kentucky agreed to acquire and ECI agreed to sell to ARIA Kentucky,~~company onas ~~the~~defined ~~closing date, the addiction treatment operations owned by ECI and located~~ in ~~Morehead~~Rule ~~and~~405 ~~Paducah, Kentucky through a purchase~~ of the ~~assets~~Securities ofAct ~~ECI (the “Acquired Assets”) , including; all assets~~ of ~~ECI~~1933 ~~used in the business of ECI~~ (except for certain specified assets), including but not limited to all current assets existing at the time of closing, all cash balances and rights to receive cash, all equipment, machinery, all warranties related to the business and acquired assets, all intangible personal property, intellectual property, all business inventories, all property leases associated with the business, all assumed contracts, all governmental authorizations; and all information and records, including patient records, as defined in the APA§230.405 ~~Certain~~ of ~~the~~this ~~Real~~chapter) ~~Property~~or ~~associated~~Rule ~~with~~12b-2 ~~the operations~~ of ~~ERI are fully levered and requires credit and personal guarantees which~~ the ~~Company~~Securities isExchange ~~unable~~Act ~~to provide. This Real Property is to be acquired in a separate transaction by a fund, BH Properties Fund, LLC (“BH Properties”) controlled by the CEO~~ of ~~the Company,~~1934 ~~Shawn Leon, a related party, and will be leased to ARIA Kentucky on an arms~~(§240.12b-~~length~~2 ~~basis, at market related rates. Other properties used by ECI which are owned by separate entities owned by the sole member~~ of ~~the~~this ~~Seller will also be acquired by BH Properties in separate transactions~~chapter).

~~THE APA~~Emerging ~~also~~growth ~~contains~~company ~~certain ECI and ARIA Kentucky representations, warranties, covenants and obligations, which are defined in the APA and are customary in agreements of this nature.~~¨

~~The APA~~If ~~may~~an beemerging ~~terminated~~growth ~~by either party if not closed within 120 days~~company, orindicate by ~~mutual~~checkmark if ~~consent of~~ the ~~parties,~~registrant orhas byelected ~~either~~not ~~the~~to ~~purchaser or~~use ~~seller upon breach of any of~~ the ~~representations,~~extended ~~warranties,~~transition ~~covenants~~period orfor ~~obligations~~complying bywith ~~the~~any ~~other~~new ~~party,~~ or byrevised ~~either~~financial ~~party~~accounting ~~if any~~standards ~~law~~provided orpursuant ~~regulation~~to ~~prevents~~Section ~~the~~13(a) ~~conclusion~~ of the ~~APA~~Exchange Act. ¨

~~The closing~~Item ~~is subject to certain conditions set forth in the APA and there can be no guarantee when such conditions will be met or that such conditions will be met~~5.07. ~~Upon~~Submission ~~the closing~~ of ~~the~~Matters ~~APA,~~to ~~which will occur upon the settlement or waiver of all condition’s precedent including the simultaneous closing of the Equity Purchase Agreements with BH Properties, ARIA Kentucky will pay~~ a ~~cash~~Vote ~~purchase consideration~~ of ~~$250,000~~Security ~~to the Seller and has agreed to assume certain liabilities related to the Acquired Assets, including trade payables from July 15, 2024 ( the “Transfer Date”), until the closing date~~Holders. All liabilities under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States and Kentucky government and certain obligations as a borrower or guarantor related to banking obligations.

~~ECI~~On January 9, 2025, certain stockholders (the “Majority ~~has~~Stockholders”) ~~been~~of ~~managed~~Ethema byHealth Corporation (the “Company”) ~~since July~~took 15action by written consent (“Written Consent”). As of such date, ~~2024~~ the Majority Stockholders held of approximately 53.3% of the total voting power of the stockholders of the Company (including holders of a majority of the voting power of the outstanding common stock and ~~will~~a ~~continue~~majority toof bethe ~~managed~~voting bypower of the outstanding Series A Preferred Stock voting as a separate class). The Written Consent provided that the Company ~~until~~is ~~closing~~authorized to: (1) adopt amended and restated Articles of Incorporation to effect an increase in the number of authorized shares of Preferred Stock, par value $0.01 ~~Thereafter~~per share from ~~ECI~~Ten ~~will~~Million be(10,400,000) ~~managed~~shares, byof ~~ARIA~~which ~~Kentucky~~Ten ~~pursuant~~Million (10,000,000) have been designated as Series A Preferred Stock, and Four Hundred Thousand (400,000) have been designated as Series B Preferred Stock and are no longer outstanding, to Thirty Million (30,000,000) shares of Preferred Stock, (2) amend the ~~terms~~Articles of Incorporation to effect a ~~Transition~~reverse ~~Agreement~~stock tosplit beof ~~entered~~the ~~into~~Company’s ~~upon~~issued ~~closing~~and outstanding shares of common stock at a ratio of 1-for-1,000 ~~until~~to 1-for-5,000 (the “Range”), with the ratio within such ~~time~~Range to be determined asat the ~~newly~~discretion ~~created ARIA~~of ~~Kentucky~~the isCompany’s ~~fully~~Board ~~licensed~~of Directors, ~~accredited~~subject to the authority of the Board of Directors to abandon such amendment; and ~~contracted~~(3) ~~with~~amend the ~~managed~~Articles ~~care~~of ~~organizations~~Incorporation to delete Article XIII thereof, ~~whereupon~~entitled ~~the~~“Voting of Shareholders”, which requires ~~operations~~the vote or concurrence of ~~ECI~~the ~~will~~holders ~~cease.~~of ~~Starting~~a ~~immediately all~~majority ~~operations~~of ~~will~~the beoutstanding ~~conducted~~shares ~~under~~of the ~~Addiction~~ ~~Recovery~~Company ~~Institute~~entitled to vote thereon to approve any ofaction ~~America ("ARIA")~~by ~~Brand.~~the Company’s stockholders.

The ~~foregoing~~ ~~summary~~Company ofintends ~~the~~to ~~APA~~prepare ~~does~~and ~~not~~file ~~purport~~a topreliminary and bedefinitive ~~complete~~Schedule ~~and~~14C isInformation ~~qualified~~Statement in(the ~~its~~“Information ~~entirety~~Statement”) bywith ~~reference~~the toSecurities and Exchange Commission regarding the ~~full~~Written ~~text~~Consent. None of the ~~APA~~actions approved by the Written Consent may be taken earlier than 20 calendar days after the ~~that~~Company ishas ~~filed~~mailed ~~herewith~~the asInformation ~~Exhibit 2~~Statement to stockholders.1.

The representations, warranties and covenants contained in the APA were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the APA and may be subject to limitations agreed upon by the contracting parties. Accordingly, the APA is incorporated herein by reference only to provide investors with information regarding the terms of the APA, and not to provide investors with any other factual information regarding the Company or ECI or either of their businesses, and should be read in conjunction with the disclosures in Heat’s periodic reports and other filings with the Securities and Exchange Commission. (the “SEC”) SIGNATURES

~~Item~~Pursuant to ~~9.01~~the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~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.

(d) Exhibits

Date: January 10, 2025	ETHEMA HEALTH CORPORATION (Registrant)

	By:	/s/ Shawn E. Leon
	Name:	Shawn E. Leon
	Title:	Chief Executive Officer

Exhibit No. Description

10.01 Asset Purchase Agreement dated October 22, 2024.

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: October 29, 2024

By: /s/ Shawn E. Leon

Name: Shawn E. Leon

Title: CEO

Filing Compare · ETHEMA HEALTH Corp