UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-54748

ETHEMA HEALTH CORPORATION.

(Exact Name of Registrant as Specified in its Charter)

Colorado		84-1227328
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer Identification No.)
950 Evernia Street West Palm Beach,Florida		33401
950 Evernia Street West Palm Beach, Florida		33401
Address of Principal Executive Offices		Zip Code

(416) 500-0020

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)			Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Number of shares of common stock outstanding as of October 1331, 2025 was 7,726,283,805.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, statements contained in this Quarterly Report on Form 10-Q, including but not limited to, statements regarding the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

NOTE REGARDING COMPANY REFERENCES

Throughout this Quarterly Report on Form 10-Q, “Ethema,” the “Company,” “we,” “us” and “our” refer to Ethema Health Corporation.

FORM 10-Q

ETHEMA HEALTH CORPORATION

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item l.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	5
	Notes to the Unaudited Condensed Consolidated Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3739
Item 4.	Controls and Procedures	3839
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3940
Item 1A.	Risk Factors	3940
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3940
Item 3.	Defaults Upon Senior Securities	3940
Item 4.	Mine Safety Disclosures	3940
Item 5.	Other Information	3940
Item 6.	Exhibits	3940
SIGNATURES		4041

ETHEMA HEALTH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
ASSETS	~~(unaudited)~~	(unaudited)
Current assets
Cash	$	~~210~~441,~~446~~724		$	244,771
Accounts receivable, net		1,~~037~~527,~~640~~808			260,841
Prepaid expenses		1934,~~599~~523			23,146
Other current assets		32,~~250~~519			—
Total current assets		12,~~270~~006,~~935~~574			528,758
Non-current assets
Property and equipment, net		1,~~304~~308,~~811~~902			699,688
Intangible assets, net		3,~~396~~254,~~008~~844			536,971
Goodwill		3,573,396			—
Right of use assets		10,~~948~~817,~~291~~251			9,920,592
Right of use assets – related party		7,~~538~~423,~~237~~571			—
Deposits paid		512,~~106~~824			472,393
Total non-current assets		2726,~~272~~890,~~849~~788			11,629,644
Total assets	$	28,~~543~~897,~~784~~362		$	12,158,402
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,~~255~~270,~~509~~101		$	764,255
Bank loans		~~226~~599,~~001~~671			—
Assumed liability		~~686~~827,~~236~~641			—
Convertible notes, net of discounts		43,~~032~~965,~~329~~006			3,973,245
Short-term notes, net		2,~~718~~925,~~001~~566			2,575,123
Promissory note		~~375~~335,000			405,000
Receivables funding, net		791,686			516,247
Funding arrangements, net		1,247,978			516,247
Related party advance, net		~~271~~273,~~579~~461			264,966
Government assistance loans		1521,~~216~~342			15,088
Operating lease liability		~~498~~511,~~381~~241			299,102
Operating lease liability -related party		~~410~~427,~~826~~962			—
Finance lease liability		9,~~156~~310			9,829
Related party payables		1,~~527~~582,~~467~~481			633,318
Stock subscription liability		198,600			198,600
Total current liabilities		1314,~~015~~195,~~987~~360			9,654,773
Non-current liabilities
Bank loans		4,~~121~~038,~~391~~070			—
Assumed liability		~~906~~683,~~609~~280			—
Note payable – related party		8384,~~053~~527			—
Government assistance loans		~~6,073~~—			6,149
Operating lease liability		10,~~832~~742,~~204~~709			9,949,454
Operating lease liability – related party		7,~~150~~036,~~459~~770			—
Finance lease liability		52,~~054~~655			6,593
Deferred taxation		~~766~~753,~~618~~184			—
Total non-current liabilities		23,~~871~~341,~~461~~195			9,962,196
Total liabilities		3637,~~887~~536,~~448~~555			19,616,969
Stockholders’ deficit
Preferred stock - Series A; $0.01 par value, 10,000,000 authorized, 4,765,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.		47,650			47,650
Preferred stock - Series A; $0.01 par value, 10,000,000 authorized, 4,765,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.		47,650			47,650
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 7,726,283,805 and 7,729,053,805 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.		77,262,839			77,290,539
Common stock - $0.01 par value, 10,000,000,000 shares authorized; 7,726,283,805 and 7,729,053,805 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.		77,262,839			77,290,539
Additional paid-in capital		25,013,783			24,986,083
Discount for shares issued below par value		(65,363,367	)		(65,363,367	)
Accumulated deficit		(45,~~304~~600,~~569~~098	)		(44,419,472	)
Total stockholders’ deficit		(8,~~343~~639,~~664~~193	)		(7,458,567	)
Total liabilities and stockholders’ deficit	$	28,~~543~~897,~~784~~362		$	12,158,402

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ETHEMA HEALTH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended March 31, 2025			Three months ended March 31, 2024
	Three months ended June 30, 2025			Three months ended June 30, 2024			Six months ended June 30, 2025			Six months ended June 30, 2024
Revenues	$	34,~~517~~905,~~775~~420		$	1,~~300~~490,100		$	8,423,195		$	2,790,200
Operating expenses
General and administrative		~~809~~942,~~745~~650			~~274~~363,~~546~~230			1,752,395			637,776
Salaries and wages		2,~~063~~243,~~298~~222			~~727~~717,~~741~~032			4,306,520			1,444,773
Rent expense		~~739~~767,~~801~~114			~~265~~274,~~132~~130			1,506,915			539,262
Professional fees		~~356~~419,~~112~~701			~~150~~301,~~550~~132			775,813			451,682
Depreciation and amortization expense		196,221			111,206
Management fees		120,000			—			120,000			—
Total operating expenses		4,165,177			1,529,175
Depreciation and amortization		203,265			112,086			399,486			223,292
Operating loss		(647,402	)		(229,075	)
Total operating expenses		4,695,952			1,767,610			8,861,129			3,296,785
Other (expense) income
Operating income (loss)		209,468			(277,510	)		(437,934	)		(506,585	)
Other income		172,240			—
Other Income (expense)
Interest income		1,219			575
Other income		91			—			172,331			—
Interest expense		(292,857	)		(93,186	)
Interest income		466			523			1,685			1,098
Amortization of debt discount		(129,882	)		(63,162	)
Interest expense		(324,846	)		(106,914	)		(617,703	)		(200,100	)
Foreign exchange movements		(757	)		10,645
Amortization of debt discount		(160,088	)		(75,240	)		(289,970	)		(138,402	)
Loss before taxation		(897,439	)		(374,203	)
Foreign exchange movements		(34,054	)		(6,134	)		(34,811	)		4,511
Taxation		12,342			—
Net loss before income taxes		(308,963	)		(465,275	)		(1,206,402	)		(839,478	)
Net loss	$	(885,097	)	$	(374,203	)
Income taxes		13,434			—			25,776			—
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Net loss		(295,529	)		(465,275	)		(1,180,626	)		(839,478	)
Weighted average common shares outstanding – Basic and diluted		7,727,791,916			3,729,053,805
Net loss attributable to non-controlling interest		—			101,842			—			101,842
Net loss available to common shareholders of Ethema Health Corporation		(295,529	)		(363,433	)		(1,180,626	)		(737,636	)
Loss per share - Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding
Basic and diluted		7,726,283,805			3,729,053,805			7,727,044,794			3,729,053,805

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ETHEMA HEALTH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Series A Preferred				Common						Additional paid-in		Discount to			Accumulated
	Shares		Amount		Shares			Amount			Capital		par value			Deficit				~~Total~~		Total
Balance as of December 31, 2024		4,765,000	$	47,650		7,729,053,805		$	77,290,539		$	24,986,083	$	(65,363,367	)	$—	~~(44,419,472~~$	)(44,419,472	)	$	~~(7,458,567~~—	)$	(7,458,567	)
Common shares cancelled						(2,770,000	)		(27,700	)		27,700		—			—	—			—		—
Net loss		—		—		—			—			—		—		—	~~(885,097~~	)(885,097	)		~~(885,097~~—	)	(885,097	)
Balance as of March 31, 2025		4,765,000	$	47,650		7,726,283,805		$	77,262,839		$	25,013,783	$	(65,363,367	)	$—	~~(45,304,569~~$	)(45,304,569	)	$	~~(8,343,664~~—	)$	(8,343,664	)
Net loss		—		—		—			—			—		—		—		(295,529	)		—		(295,529	)
Balance as of June 30, 2025		4,765,000	$	47,650		7,726,283,805		$	77,262,839		$	25,013,783	$	(65,363,367	)	—	$	(45,600,098	)		—	$	(8,639,193	)

	Series A Preferred				Common				Additional paid-in			Discount to			Accumulated other Comprehensive			Accumulated			Non-controlling shareholders
	Shares		Amount		Shares		Amount		Capital			par value			~~Deficit~~Income			~~Total~~Deficit			interest			Total
Balance as of December 31, 2023		4,000,000	$	40,000		3,729,053,805	$	37,290,539	$	26,187,925		$	(27,363,367	)	$	~~(42,355,377~~—	)	$	(642,~~200~~355,~~280~~377	)	$	—		$	(6,200,280	)
Net loss		—		—		—		—		—			—			~~(374,203~~—	)		(374,203	)		—			(374,203	)
Balance as of March 31, 2024		4,000,000	$	40,000		3,729,053,805	$	37,290,539	$	26,187,925		$	(27,363,367	)	$	~~(42,729,580~~—	)	$	(642,~~574~~729,~~483~~580	)	$	—		$	(6,574,483	)
Acquisition of minority shareholders interest		—		—		—		—		(1,201,842	)		—			—			—			101,842			(1,100,000	)
Net loss		—		—		—		—		—			—			—			(363,433	)		(101,842	)		(465,275	)
Balance as of June 30, 2024		4,000,000	$	40,000		3,729,053,805	$	37,290,539	$	24,986,083		$	(27,363,367	)	$	—		$	(43,093,013	)	$	—		$	(8,139,758	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ETHEMA HEALTH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended March 31, 2025			Three months ended March 31, 2024
	Six months ended June 30, 2025			Six months ended June 30, 2024
Operating activities
Net loss	$	(~~885~~1,~~097~~180,626	)	$	(~~374~~839,~~203~~478	)
Adjustment to reconcile consolidated net loss to net cash used in operating activities:
Depreciation and amortization expense		~~196~~399,~~221~~486			~~111~~223,~~206~~292
Amortization of debt discount		~~129~~289,~~882~~970			63138,~~162~~402
Provision for credit losses		103,012			—
Amortization of right of use asset		~~205~~451,~~790~~497			715,~~684~~517
Deferred taxation		(1225,~~342~~776	)		—
Changes in operating assets and liabilities
Accounts receivable		(93583,~~139~~307	)		87171,~~048~~106
Prepaid expenses		3(11,~~547~~377	)		5(6,~~910~~741	)
Other current assets		32,~~229~~960			~~(127~~—	)
Accounts payable and accrued liabilities		~~327~~312,~~134~~658			(5671,~~642~~855	)
Related party accruals		4750,~~758~~344			—
Operating lease liabilities		(~~128~~301,~~411~~600	)		4999,~~993~~837
Net cash used in operating activities		(73462,~~416~~759	)		(~~105~~269,~~969~~920	)
Investing activities
Acquisition of Aria Kentucky, net of cash of $299,492		49,492			—
Deposits paid		(24,713	)		(20,000	)
Acquisition of assets		—			(240,000	)
Purchase of property and equipment		(12,627	)		(32,462	)
Acquisition of non-controlling interest		—			(625,000	)
Net cash provided by (used in) investing activities		12,152			(52,462	)
Deposits paid		(25,431	)		(83,393	)
Purchase of property and equipment		(78,820	)		(58,880	)
Net cash used in investing activities		(54,759	)		(1,007,273	)
Financing activities
Repayment of assumed liability		(76159,~~172~~085	)		—
Repayment of bank loans		(25,000	)		—
Proceeds from bank loans		300,000			—
Proceeds from receivables funding		667,875			—
Repayment of bank loans		(33,688	)		—
Repayment of receivables funding		(486,509	)		(146,067	)
Proceeds from funding arrangements		1,556,375			295,000
Repayment of promissory notes		(30,000	)		—
Repayment of funding arrangements		(1,076,921	)		(232,733	)
Proceeds from short-term notes		—			302,000
Repayment of promissory notes		(70,000	)		(10,000	)
Repayment of government assistance loans		—			(3,748	)
Proceeds from short-term notes		240,000			1,732,000
Repayment of finance leases		(2,199	)		(2,069	)
Repayment of short term notes		(89,877	)		(570,000	)
(Repayment) proceeds from related parties		(21,429	)		87,898
Repayment of government assistance loans		—			(7,493	)
Net cash provided by financing activities		26,566			238,014
Repayment of finance leases		(4,431	)		(4,169	)
Effect of exchange rate on cash		373			(10,659	)
Proceeds from related parties		31,000			52,215
Net change in cash		(34,325	)		68,924
Net cash provided by financing activities		693,373			1,254,820
Effect of exchange rate on cash		21,098			(15,098	)
Net change in cash		196,953			(37,471	)
Beginning cash balance		244,771			68,573
Ending cash balance	$	~~210~~441,~~446~~724		$	~~137~~31,~~497~~102
Supplemental cash flow information
Cash paid for interest	$	98437,~~056~~045		$	3222,~~488~~109
Cash paid for income taxes	$	—		$	—
Non- cash investing and financing activities
Present value of operating lease liability and operating lease right of use assets recognized in connection with lease commencement	$	1,149,642		$	—
Present value of operating lease liability and operating lease right of use assets recognized in connection with lease commencement- Related party	$	7,622,084		$	—
Common shares cancelled	$	27,700		$	—
Bank loan proceeds applied directly to settle seller’s debt in connection with acquisition	$	4,250,00		$	—
Related party loan proceeds applied directly to seller’s debt in connection with acquisition	$	66,741		$	—
Promissory note issued on acquisition of minority shareholders interest		—		$	475,000

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nature of business

Since 2010, the Company has operated addiction treatment centers. Initially the Company operated an addiction treatment center in Ontario Canada under its Greenestone Muskoka clinic, which was sold on February 14, 2017. Simultaneously with this sale the Company purchased buildings and operated an addiction treatment center in Delray Beach Florida under its Addiction recovery Institute of America subsidiary with a license obtained in December 2016, initially through owned properties in Delray Beach and subsequently through leased properties in West Palm Beach, Florida. Since June 30, 2020, the Company has been actively involved in the management of a treatment center operated by Evernia in West Palm Beach Florida. On July 1, 2021, the Company closed on the acquisition of 75% of ATHI, which owns 100% of Evernia, once the probationary approval of a license was obtained from the Department of Children and Family Services of Florida.

Acquisition of minority stockholders interest in ATHI

On May 15, 2024, the Company entered into a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000 shares from the minority stockholder for gross proceeds of $1,100,000. The Company paid an initial deposit of $25,000 and on closing an additional $600,000. The Company issued a non-interest-bearing promissory note for the remaining balance of $475,000, which promissory note is repayable in installments of $10,000 a month on each monthly anniversary date of the agreement for months one to eight (eight installments) and months ten through seventeen (eight installments), and payments of $157,500 on month nine and month eighteen, for a total of $475,000.

Acquisition of assets and assignment of lease and sub-lease for Boca cove Detox Center

On March 22, 2024, the Company executed a LOI to acquire certain assets, including furniture, equipment inventory and supplies of Boca Cove Detox, LLC, along with the assignment of lease and sub-lease for premises located at 899 Meadow Avenue, Boca Raton, Florida. On May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company would assume the lease for suites 100, 101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the “Leased Premises”) and the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property owner. The lease was assigned on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement.

The purchase price was $240,000 which was settled by a deposit of $20,000 and a cash payment of $220,000 and the payment to the Seller of $83,393 for the assumption of the security deposit held by the landlord of the Leased Premises located at 899 Meadows Road.

Acquisition of Edgewater Recovery Centers, LLC

On October 22, 2024, ARIA Kentucky LLC (ARIA Kentucky”), a wholly owned subsidiary of the Company, Edgewater Recovery Centers, LLC (“ERC”) and John Elam (the ”Seller”), entered into an Asset Purchase Agreement (”APA”) pursuant to which ARIA Kentucky agreed to acquire and ERC agreed to sell to ARIA Kentucky on the closing date (the “Acquisition”) , the addiction treatment operations owned by ERC and located in Morehead and Paducah, Kentucky through a purchase of the assets of ERC (the “Acquired Assets”), including; all assets of ERC used in the business of ERC (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. Certain of the real property associated with the operations of ERC (the “Real Property”) is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. The entities owning the real property were acquired in a separate transaction by BH Properties Fund LLC (“BH Properties”), a company controlled by Mr. Shawn Leon, the Company’s CEO and therefore a related party. BH Properties through its acquired subsidiaries then entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

On January 9, 2025, ARIA Kentucky consummated the Acquisition of the Acquired Assets of ERC. Pursuant to the terms of the APA, at closing ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States government and the State of Kentucky and certain obligations as a borrower or guarantor related to banking obligations.

On January 9, 2025, in a separate transaction, BH Properties acquired ERC Investments, LLC (”ERCI”), New Journey LLC (“NJ”) and JDE Properties, LLC (“JDE”) which separately own certain Real Property on which ARIA Kentucky operates and which was subsequently leased to ARIA Kentucky.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies

Financial Reporting

The (a) unaudited condensed consolidated balance sheets as of ~~March~~June 3130, 2025, and as of December 31, 2024, which has been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations, stockholders’ deficit and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~March~~June 3130, 2025 are not necessarily indicative of results that may be expected for the year ~~ending~~ ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the audited ~~consolidated~~ consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on May 23, 2025.

All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to, the estimated useful lives of long lived assets, the fair value of long-lived assets and goodwill, including impairment analysis, ~~estimates~~business combinations, estimates in revenue recognition, allowance for credit losses, estimates in the fair value of warrants and stock options granted for services or compensation, estimates in convertible debt, borrowing rate consideration for right-of-use (ROU) lease assets including related lease liability, and the valuation allowance for deferred tax assets due to continuing operating losses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Principals of consolidation and foreign currency translation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the year.

Business combinations

The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed for business combinations with third parties based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Cash and cash equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash and cash equivalents with several financial institution in the USA and Canada. There were no cash equivalents at ~~March~~June 3130, 2025 and December 31, 2024.

The Company primarily places cash balances in the ~~USA~~United States with high-credit quality financial institutions located in the United States ~~which~~ which are insured by the Federal Deposit Insurance Corporation up to a limit of $250,000 per institution.

Accounts receivable

Accounts receivable primarily consists of amounts due from third-party payors (non-governmental) and private pay patients and is recorded net of allowances for doubtful accounts and contractual discounts. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. Accordingly, accounts receivable reported in the Company’s unaudited condensed consolidated financial statements is recorded at the net amount expected to be received. The Company’s primary collection risks are (i) the risk of overestimating net revenues at the time of billing that may result in the Company receiving less than the recorded receivable, (ii) the risk of non-payment as a result of commercial insurance companies denying claims, (iii) the risk that patients will fail to remit insurance payments to the Company when the commercial insurance company pays out-of-network claims directly to the patient, (iv) resource and capacity constraints that may prevent the Company from handling the volume of billing and collection issues in a timely manner, (v) the risk that patients do not pay the Company for their self-pay balances (including co-pays, deductibles and any portion of the claim not covered by insurance) and (vi) the risk of non-payment from uninsured patients.

Allowance for doubtful accounts

The Company derives the majority of its revenues from commercial payors at in-network rates. The Company recognizes revenue based on historical collections received from healthcare providers, recognizing only a percentage of revenues actually billed. Effectively recognizing revenue net of any expected billing differentials. Based on the Company’s collection experience, the percentage of revenue recognized is adjusted on a periodic basis, thereby taking into account expected credit losses in the revenue recognition process. The revenue we recognize is already net of expected credit losses, therefore management does not maintain a separate allowance for doubtful accounts, contractual and other discounts.

Management also takes into consideration the age of accounts, creditworthiness and current economic trends when evaluating the percentage of revenue to be recognized.

Leases

The Company accounts for leases in terms of ASC 842. In terms of ASC 842, the Company assesses whether any asset based leases entered into for periods longer than twelve months meet the definition of financial leases or ~~operation~~operating leases, by evaluating the terms of the lease, including the following; the duration of the lease; the implied interest rate in the lease; the cash flows of the lease; and whether the Company intends to retain ownership of the asset at the end of the lease term.

Leases which imply that the Company will retain ownership at the end of the lease term are classified as financial leases, are included in property and equipment with a corresponding financial liability raised at the date of lease inception. Interest incurred on financial leases are expensed using the effective interest rate method.

Leases which imply that the Company will not acquire the asset at the end of the lease term are classified as operating leases, the Company’s right to use the asset is reflected as a non-current right of use asset with a corresponding ~~operational~~operating lease liability raised at the date of lease inception. The right of use asset and the ~~operational~~operating lease liability are amortized over the right of use period using ~~the~~ the effective interest rate implied in the operating lease agreement.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Property and equipment

Property and equipment is recorded at cost. Depreciation is calculated on the straight line basis over the estimated life of the asset.

Long lived Assets

The Company evaluates the carrying value of its long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings.

Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers.

Intangible assets

Intangible assets are stated at acquisition cost less accumulated amortization, if applicable, less any adjustments for impairment losses.

Amortization is charged on a straight-line basis over the estimated remaining useful lives of the individual intangibles. Where intangibles are deemed to be impaired the Company recognizes an impairment loss measured as the difference between the estimated fair value of the intangible and its book value.

Licenses to provide substance abuse rehabilitation services are amortized over the expected life of the contract, including any anticipated renewals. The Company expects its licenses to remain in operation for a period of five years.

Customer relationships and non-compete agreements identified on the acquisition of the assets of Edgewater Recovery Center, LLC, as discussed in note 4 below, are amortized over their expected useful lives of fifteen years and five years, respectively.

Goodwill

The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

The Company annually assesses whether the carrying value of its reporting unit exceeds its fair value and, if necessary, records an impairment loss equal to any such excess. Each interim reporting period, the Company assesses whether events or circumstances have occurred which indicate that the carrying amount of the reporting unit exceeds its fair value. If the carrying amount of the reporting unit exceeds its fair value, an asset impairment charge will be recognized in an amount equal to that excess.

Goodwill was recently acquired and is assessed annually on December 31, 2025 to see if there are any qualitative or quantitative indications that impairment of goodwill may be appropriate. At each quarter end a qualitative analysis is performed, to determine if any impairment should be considered. As of ~~March~~June 3130, 2025, there were no indications that an impairment of goodwill may be required.

Derivatives

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. The Company previously used a Black Scholes Option Pricing model to estimate the fair value of convertible debt conversion features at the end of each applicable reporting period. Changes in the fair value of these derivatives during each reporting period were included in the statements of operations. Inputs into the Black Scholes Option Pricing model require estimates, including such items as estimated volatility of the Company’s stock, risk free interest rate and the estimated life of the financial instruments being fair valued.

If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Financial instruments

The Company initially measures its financial assets and liabilities at fair value, except for certain non-arm’s length transactions. The Company subsequently measures all its financial assets and financial liabilities at amortized cost.

Financial assets measured at amortized cost include cash and accounts receivable.

Financial liabilities measured at amortized cost include bank indebtedness, accounts payable and accrued liabilities, related party payables, taxes payable, convertible notes payable, promissory notes, ~~receivables~~ funding arrangements, loans payable and related party notes.

Financial assets measured at cost are tested for impairment when there are indicators of impairment. The amount of the write-down is recognized in the statement of operations. The previously recognized impairment loss may be reversed to the extent of the improvement, directly or by adjusting the allowance account, provided it is no greater than the amount that would have been reported at the date of the reversal had the impairment not been recognized previously. The amount of the reversal is recognized in the statement of operations. The Company recognizes its transaction costs in the statement of operations in the period incurred. However, financial instruments that will not be subsequently measured at fair value are adjusted by the transaction costs that are directly attributable to their origination, issuance or assumption.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

	●	Level 1. Observable inputs such as quoted prices in active markets;
	●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	●	Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company measures its convertible debt and any derivative liabilities associated therewith at fair value. These liabilities are revalued periodically and the resultant gain or loss is realized through the consolidated Statement of Operations.

Related parties

Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.

Revenue recognition

ASC 606 requires companies to exercise more judgment and recognize revenue using a five-step process.

The Company’s provision for doubtful accounts are recorded as a direct reduction to revenue instead of being presented as a separate line item on the unaudited condensed consolidated statements of operations.

As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities.

The Company receives payments from the following sources for services rendered in our U.S. Facility: (i) commercial insurers; and (ii) individual patients and clients. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient under ASC 606-10-32-18 and does not adjust for the effects of a significant financing component.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Revenue recognition (continued)

The Company derives a significant portion of its revenue from payors that receive discounts from established billing rates. The various managed care contracts under which these discounts must be calculated are complex, subject to interpretation and adjustment, and may include multiple reimbursement mechanisms for different types of services provided in the Company’s inpatient facilities and cost settlement provisions. Management estimates the transaction price on a payor-specific basis given its interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.

Settlements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. In the opinion of management, adequate provision has been made for any adjustments and final settlements. However, there can be no assurance that any such adjustments and final settlements will not have a material effect on the Company’s financial condition or results of operations. The Company’s receivables were $1,~~037~~527,~~640~~808 and $260,841 at ~~March~~June 3130, 2025 and December 31, 2024, respectively. Management believes that these receivables are properly stated and are not likely to be settled for a significantly different amount.

The Company’s revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company derives its revenues from the sale of its services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its revenue transactions:

i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied.

iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied.

Income taxes

The Company accounts for income taxes under the provisions of ASC Topic 740, “Income Taxes”. Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax basis of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of, the deferred tax assets will not be realized.

ASC Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made. The tax returns for fiscal 2020, through 2024 are subject to audit or review by the US tax authorities, whereas fiscal 2011 through 2024 are subject to audit or review by the Canadian tax authority.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Net loss per Share

Basic net loss per share is computed on the basis of the weighted average number of common stock outstanding during the year.

Diluted net loss per share is computed on the basis of the weighted average number of common stock and common stock equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

Dilution is computed by applying the treasury stock method for options and warrants. Under this method, “in-the money” options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred stocks. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common stock outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share).

Stock based compensation

Stock based compensation cost is measured at the grant date, based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period or vesting period on a straight-line basis. Share-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and six months ended ~~March~~June 3130, 2025 and 2024 is based on ~~awards~~ awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. We have no awards with performance conditions and no awards dependent on market conditions.

Financial instruments Risks

The Company is exposed to various risks through its financial instruments. The following analysis provides a measure of the Company’s risk exposure and concentrations at the balance sheet date, ~~March~~June 3130, 2025 and December 31, 2024.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that subject the Company to credit risk consist primarily of accounts receivable.

Credit risk associated with accounts receivable is mitigated as only a percentage of the revenue billed to health insurance companies is recognized as income until such time as the actual funds are collected. The revenue is concentrated amongst several health insurance companies located in the USU.S.

ii.

Liquidity risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they fall due. The Company is exposed to liquidity risk through its working capital deficiency of approximately $1112.72 million, and an accumulated deficit of approximately $45.36 million. The Company is dependent upon the raising of additional capital in order to implement its business plan. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of significant accounting policies (continued)

Financial instruments Risks (continued)

iii.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: interest rate risk, currency risk, and other price risk. The Company is exposed to interest rate risk and currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its bank loans, assumed debt, convertible debt, promissory notes, short term loans, ~~receivables~~ funding arrangements, third party loans and government assistance loans as of ~~March~~June 3130, 2025.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has limited exposure to assets and liabilities denominated in foreign currencies. The Company has not entered into any hedging agreements to mitigate this risk.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.

Concentration of customers

During the three and six months ended ~~March~~June 3130, 2025 and 2024, the Company derived approximately 100% of its revenues from a group of commercial ~~healthcare~~ healthcare insurers. Any adverse change in policy towards the treatment of substance abuse patients adopted by a majority of the group of commercial healthcare insurers will have a significant impact on the Company.

Recent accounting pronouncements

The Financial Accounting Standards Board (“FASB”) issued additional updates during the three and six months ended ~~March~~June 3130, 2025. ~~None~~ None of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption.

Comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. The Company does not have any comprehensive income (loss) for the periods presented.

Segment information

The Company’s Chief Executive Officer and President (“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates as a single reportable segment composed of the financial results of Ethema Health Corporation.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Going concern

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company incurred ~~operating~~ operating losses of $0.64 million. As of ~~March~~June 3130, 2025, the Company had an accumulated deficit of $45.36 million, working capital deficiency of $1112.72 million and total liabilities in excess of total assets of $8.36 million. These matters raise substantial doubt about Company’s ability to continue as a going concern.

Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition.

Based on the uncertainties described above, the Company believes its business plan does not alleviate the existence of substantial doubt about its ability to continue as a going concern within one year from the date of the issuance of these unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Acquisition of the business of Edgewater Recovery Center

On October 22, 2024, ARIA Kentucky LLC (ARIA Kentucky”), a wholly owned subsidiary of the Company, Edgewater Recovery Centers, LLC (“ERC”) and John Elam (the ”Seller”), entered into an Asset Purchase Agreement (”APA”) pursuant to which ARIA Kentucky agreed to acquire and ERC agreed to sell to ARIA Kentucky on the closing date (the “Acquisition”), the addiction treatment operations owned by ERC and located in Morehead and Paducah, Kentucky through a purchase of the assets of ERC (the “Acquired Assets”), including; all assets of ERC used in the business of ERC (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. Certain of the real property associated with the operations of ERC (the “Real Property”) is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. The entities owning the real property were acquired in a separate transaction by BH Properties Fund LLC (“BH Properties”), a company controlled by Mr. Shawn Leon, the Company’s CEO and therefore a related party. BH Properties through its acquired subsidiaries then entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Acquisition of the business of Edgewater Recovery Center (continued)

The provisional allocation of assets acquired and liabilities assumed is as follows:

Schedule of allocation of assets acquired and liabilities
	Amount
Purchase price
Cash	$	250,000
Allocation of purchase price
Current assets
Cash	$	299,492
Accounts receivable		786,672
Other current assets		35,479
		1,121,643
Total current assets		1,121,643
Non-current assets
Property and equipment		651,752
Customer relationships		2,944,000
Non-compete agreements		52,000
Goodwill		3,573,396
Deposits		15,000
		7,236,148
Total Non-current assets		7,236,148
Total Assets acquired	$	8,357,791
Current liabilities
Accrued liabilities	$	373,920
Related party payables		867,820
		1,241,740
Total current liabilities		1,241,740
Non-current liabilities
Bank loans		4,354,044
Note payable – related party		66,741
Assumed liability		1,666,306
Deferred taxation		778,960
		6,866,051
Total Non-current liabilities		6,866,051
Total liabilities assumed	$	8,107,791
Net assets acquired	$	250,000

The amount of pro forma revenue and earnings which would have been included in the Company’s unaudited condensed consolidated statement of operations for the period ended ~~March~~June 3130, 2025, and the revenue and earnings of the combined entity had the acquisition date been ~~January~~ January 1, 2024, is presented as follows:

Schedule of pro forma revenue and earnings
	Revenue		Net loss
Actual for the period from acquisition to March 31, 2025	$	2,082,082	$	(142,488	)
Actual for the period from acquisition to June 30, 2025	$	4,802,502	$	(142,488	)
2025 supplemental pro-forma from January 1, 2025 to March 31, 2025	$	3,693,467	$	(1,003,956	)
2025 supplemental pro-forma from January 1, 2025 to June 30, 2025	$	8,598,887	$	(1,179,485	)
2024 supplemental pro-forma from January 1, 2024 to March 31, 2024	$	4,398,214	$	(768,018	)
2024 supplemental pro-forma from January 1, 2024 to June 30, 2024	$	8,077,510	$	(1,475,799	)

The supplemental pro forma information for the ~~three~~six months ended ~~March~~June 3130, 2025 was adjusted to exclude (i) non-recurring legal fees of $35,000 incurred on the acquisition of the business of Edgewater and (ii) amortization of intangibles of $4,530 and the tax effect thereon of of $1,178.

The supplemental pro forma information for the ~~three~~six months ended ~~March~~June 3130, 2024 was adjusted to exclude (i) $2,249,633 related to a ~~settlement~~ settlement reached with the Department of Justice by Edgewater and is unrelated to current and future operations and (ii) amortization of intangibles of $51103,~~667~~333 and the tax effect thereon of $1326,~~433~~867.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment

Property and equipment consists of the following:

Schedule of property and equipment
		March 31, 2025							December 31, 2024
		June 30, 2025							December 31, 2024
	Useful lives	Cost		Accumulated depreciation			Net book value		Net book value
Leasehold improvements	Life of lease	$	~~523~~565,~~259~~925	$	(~~150~~163,~~218~~119	)	$	~~373~~402,~~041~~806	$	376,045
Furniture and fixtures	6 years		~~881~~896,~~379~~507		(~~128~~165,~~367~~462	)		~~753~~731,~~012~~045		303,429
Vehicles	5 years		224,507		(5062,~~856~~081	)		~~173~~162,~~651~~426		15,699
Computer equipment	3 years		1013,~~641~~389		(56,~~534~~415	)		56,~~107~~974		4,515
		$	1,639,786	$	(334,975	)	$	1,304,811	$	699,688
Capital work in progress	—		5,651		—			5,651		—
		$	1,705,979	$	(397,077	)	$	1,308,902	$	699,688

Depreciation expense for the three months ended ~~March~~June 3130, 2025 and 2024 was $5962,~~258~~101 and $2122,~~711~~591, respectively, and for the six months ended June 30, 2025 and 2024 was $121,359 and $44,302, respectively.

Intangibles

As disclosed in note 4 above, in terms of an APA agreement entered into on October 22, 2024, on January 9, 2025, the Company consummated the acquisition of the Acquired Assets of ERC, which included a preliminary valuation of customer relationships of $2,944,000 and non-compete agreements of $52,000.

Intangible assets consist of the following:

Schedule of intangible assets
	Useful lives	~~March~~June 3130, 2025							December 31, 2024
		Cost		Accumulated amortization			Net book value		Net book value
Customer relationships	15 years	$	2,944,000	$	(4594,~~079~~147	)	$	2,~~898~~849,~~921~~853	$	—
Non-compete agreement	5 years		52,000		(24,~~389~~990	)		4947,~~611~~010		—
Health care Provider license	5 years		1,789,903		(1,~~342~~431,~~427~~922	)		~~447~~357,~~476~~981		536,971
		$	4,785,903	$	(1,~~389~~531,~~895~~059	)	$	3,~~396~~254,~~008~~844	$	536,971

The Company evaluates intangible assets for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Intangible asset impairment is determined by comparing the fair value of the asset to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature.

The Company recorded $~~136~~141,~~963~~164 and $89,495 in amortization expense for finite-lived assets for each of the three months ended ~~March~~June 3130, 2025 and 2024, respectively and $278,127 and $178,990 for each of the six months ended June 30, 2025 and 2024.

Goodwill

Goodwill represents the excess purchase price paid over the fair value of assets acquired, including any other identifiable intangible assets.

Schedule of goodwill	~~Amount~~
	Amount
Opening balance as of January 1, 2025	$	—
Acquisition of the assets and liabilities assumed of Edgewater Recovery Center		3,573,396
Closing balance as of March 31, 2025	$	3,573,396
Closing balance as of June 30, 2025	$	3,573,396

The Company evaluates goodwill for impairment on an annual basis during the last month of each year and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of the reporting unit to its carrying amount with an impairment being recognized only when the fair value is less than carrying value and the impairment is deemed to be permanent in nature.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Leases

The Company acquired ATHI on July 1, 2021, ATHI’s wholly owned subsidiary, Evernia Health Center, LLC (“Evernia”) had entered into an operating lease agreement for certain real property located at 950 Evernia Street, West Palm Beach, Florida (“Evernia Street”), with effect from February 1, 2019 for a period of three years, expiring on February 1, 2022. Under the terms of the lease agreement, the lease was extended during October 2021 for a further 5-year period until February 1, 2027.

On October 3, 2022, the Company entered into a purchase and sale agreement with Evernia Station Limited Partnership for the purchase of Evernia Street, the property in which it operates its treatment center, for gross proceeds of $5,500,000. On August 3, 2023, after 6 addendums to the agreement, the Company closed on the acquisition of Evernia Street. This resulted in the termination of the lease with Evernia station, resulting in the reversal of the remaining right-of-use asset of $1,226,080 and the associated operating lease liability of $1,328,803, which liability included $102,723 of accrued rental, which was offset against the rental expense.

On August 4, 2023, the Company immediately sold Evernia Street to Pontus EHC Palm Beach, LLC, a Delaware limited liability company and a portfolio company of Pontus Net Lease Advisors, LLC, and entered into a long-term lease for Evernia Street with an initial term of twenty years, and two ten-year extension options. The lessor is Pontus EHC Palm Beach, LLC, The lease is absolutely net and the lease cost for the initial year is $748,000 paid monthly. The lease increases at a rate of 2.75% per year for a total term lease obligation of $19,595,653 over the initial twenty-year term. The Lease is personally guaranteed by the Company President and the guarantee may be released after 5 years based on certain financial and performance metrics being met. Due to the initial lease term of twenty years, the Company is not certain that the extension periods will be exercised at this point in time and accordingly, these have been excluded from the present value of the minimum future lease payments.

To determine the present value of minimum future lease payments for operating leases at August 4, 2023, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment (the "incremental borrowing rate" or "IBR").

The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the Fannie Mae, in excess of $3,000,000 rate based on an 80% value to loan ratio, averaging the 15- and 30-year indicative rates, resulting in a rate of 7.70%. The Company determined that 7.70% per annum was an appropriate incremental borrowing rate to apply to its real estate operating lease.

The present value of the future minimum lease payments was valued at $9,333,953 on August 4, 2023.

On May 1, 2024 the Company, through its subsidiary Evernia Health Center LLC, entered into a Definitive Agreement whereby the Company would assume the lease for suites 100, 101, 201, 202 and 203 located at 899 Meadows Road, Boca Raton, Florida (the “Leased Premises”) and the furniture, fixtures and equipment located therein, upon the assignment of the lease from the property owner. The lease was assigned on June 10, 2024 and the Company entered into a Bill of Sale to give effect to the Definitive Agreement.

The assigned lease has a remaining term of 3 years, expiring on June 30, 2027, with an initial monthly lease cost of $21,843 from July 1, 2024 to December 31, 2024, escalating by 2.9% per annum, each annual period being a calendar year.

To determine the present value of minimum future lease payments for operating leases at June 10, 2024, the Company was required to estimate a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment (the "incremental borrowing rate" or "IBR").

The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the Bank rate 3/1 adjustable-rate mortgage which represents the average rate for several mortgage lenders in the market of 6.36%. The Company determined that 6.36% per annum was an appropriate incremental borrowing rate to apply to its real estate operating lease.

The present value of the future minimum lease payments was valued at $744,256 on June 10, 2024.

As disclosed in note 4 above, in terms of an APA agreement entered into on October 22, 2024, on January 9, 2025, the Company consummated the acquisition of the Acquired Assets of ERC. Simultaneously, with the acquisition of the assets of ERC, BH Properties, a company controlled by Mr. Shawn Leon, the Company’s CEO and a related party, acquired certain of the real property associated with the operations of ERC.

The acquired properties are fully leveraged and required personal guarantees which the Company was unable to provide. The entities owning the real property were acquired in a separate transaction by BH Properties, which then, through its acquired subsidiaries entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Leases (continued)

The Company entered into 7 lease agreements, effective January 1, 2025, with its related party, BH Properties, all of which were for an initial period of five years with an option to extend for an additional five years, since the transaction is between related parties the option is likely to be exercised, the lease agreements all include an annual escalation of 1.5% of the base rent and the lessee is responsible for utilities, property taxes, repairs and maintenance expenditure and insurance costs.

The details of the related party property leases are as follows:

Schedule of related party property leases
Description	~~Description~~	Base Rental (annual)	~~Base Rental (annual)~~
·	425 Clinic Drive, Morehead, Kentucky	$	312,000
425 Clinic Drive, Morehead, Kentucky		$	312,000
·	445 Clinic Drive, Morehead, Kentucky		120,000
445 Clinic Drive, Morehead, Kentucky			120,000
·	1111 US 60 W, Morehead, Kentucky		480,000
1111 US 60 W, Morehead, Kentucky			480,000
·	2180 US 60 W, Morehead, Kentucky		36,000
2180 US 60 W, Morehead, Kentucky			36,000
·	721 White Street, Morehead Kentucky		30,000
721 White Street, Morehead Kentucky			30,000
·	214 Jackson Drive, Morehead, Kentucky		30,000
214 Jackson Drive, Morehead, Kentucky			30,000
·	1135 Rodburn Hollow Drive, Morehead, Kentucky		30,000
1135 Rodburn Hollow Drive, Morehead, Kentucky			30,000
Total	~~Total~~	$	1,038,000

The Company also entered into a third party lease agreement with Trent Developments, LLC for a property located at 141, 141.5 and 143 East Main Street, Morehead Kentucky. The lease is for a period of 5 years commencing on January 1, 2025, with a base annual rental of $138,000, escalating by 1.5% on the second anniversary of the lease term and each anniversary thereafter.

In addition, the Company entered into an assignment of lease agreement with MAT Properties, LLC for a property located at 154 S Owens Road, Morehead Kentucky. The original lease was modified and the term of the lease was extended to 2 years commencing on January 1, 2025, ending on December 31, 2027. The base rental of the lease is $180,000 per annum with no escalations.

To determine the present value of minimum future lease payments for the operating leases entered into, the Company used the borrowing rate of 7.72% at which it had recently secured to consummate the acquisition of the assets of Edgewater Recovery and is indicative of the borrowing costs the Company would expect to incur on asset funding.

The present value of the future minimum lease payments of the properties leased from related parties was $7,622,084 on January 9, 2025, and the present value of future lease payments of properties leased from third parties was $1,149,642 on January 1, 2025.

Right of use assets are included in the unaudited condensed consolidated balance sheet are as follows:

Schedule of right of use assets are included in the consolidated balance
	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Non-current assets
Right-of-use assets – finance leases, net of depreciation, included in Property and equipment	$	1210,~~901~~104	$	15,699
Right-of-use assets – operating leases, net of amortization		10,~~948~~817,~~291~~251		9,920,592
Right-of-use assets – operating leases, related party, net of amortization		7,~~538~~423,~~237~~571		—
	$	18,~~499~~250,~~429~~926	$	9,936,291

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Leases (continued)

Lease costs consists of the following:

Schedule of lease costs
	Three months ended March 31,
	Six months ended June 30,
	2025		2024
Finance lease cost:
Depreciation of right-of-use assets	$	25,~~797~~595	$	25,~~797~~595
Interest expense on finance lease liabilities		~~258~~484		~~401~~771
Total finance lease cost		36,~~055~~079		36,~~198~~366
Operating lease costs
Third parties	$	~~486~~975,~~069~~571	$	~~244~~374,~~677~~000
Related parties		~~253~~531,~~732~~344		—
Total Operating lease costs		~~739~~1,~~801~~506,915		~~244~~374,~~677~~000
Lease cost	$	~~742~~1,~~856~~512,994	$	~~247~~380,~~875~~366

Other lease information:

Schedule of other lease
	Three months ended March 31,
	Six months ended June 30,
	2025			2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	(~~258~~484	)	$	(~~401~~771	)
Operating cash flows from operating leases – third parties		(~~405~~910,~~412~~846	)		(~~199~~374,000	)
Operating cash flows from operating leases – related parties		(~~230~~317,~~683~~050	)		—
Financing cash flows from finance leases		(24,~~199~~431	)		(24,~~069~~169	)
Cash paid for amounts included in the measurement of lease liabilities	$	(~~638~~1,~~552~~232,811	)	$	(~~201~~378,~~458~~940	)
Weighted average lease term – finance leases		1 years and 96 months			2 years and 75 months
Weighted average remaining lease term – operating leases		13 years and 86 months			1918 years ~~and 5 months~~
Discount rate – finance leases		6.5654	%		6.5958	%
Discount rate – operating leases		7.67	%		7.7060	%

Maturity of Leases

Finance lease liability

The amount of future minimum lease payments under finance leases at ~~March~~June 3130, 2025 is as follows:

Schedule of future minimum lease payments under finance leases
	Amount
Remainder of 2025	$	74,~~372~~915
2026		6,195
2027		1,707
Total finance lease		1512,~~274~~817
Imputed interest		(~~1,064~~852	)
Total finance lease liability	$	1411,~~210~~965
Disclosed as:
Current portion	$	9,~~156~~310
Non-Current portion		52,~~054~~655
Lease liability	$	1411,~~210~~965

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Leases (continued)

Operating lease liability

The amount of future minimum lease payments under operating leases are as follows:

Schedule of future minimum lease payments under operating leases
	Amount
Remainder of 2025	$	21,~~010~~340,~~187~~124
2026		2,688,015
2027		2,553,337
2028		2,230,672
2029		2,230,672
2029 and thereafter		19,069,434
Total undiscounted minimum future lease payments		30,~~782~~112,~~317~~254
Imputed interest		(11,~~890~~393,~~447~~572	)
Total operating lease liability	$	18,~~891~~718,~~870~~682
Disclosed as:
Current portion – third parties	$	~~498~~511,~~381~~241
Current portion – related parties		~~410~~427,~~826~~962
Non-current portion – third parties		10,~~832~~742,~~204~~709
Non-current portion – related parties		7,~~150~~036,~~459~~770
Lease liability	$	18,~~891~~718,~~870~~682

Bank loans

As disclosed in note 4 above, in terms of an APA agreement entered into on October 22, 2024, on January 9, 2025, the Company consummated the acquisition of the Acquired Assets of ERC ad certain assumed liabilities. In order to secure the acquisition of the assets, the Company raised commercial loans from Peoples Bank to settle other bank debt related to Edgewater and its founder.

The bank loans are disclosed as follows:

Schedule of bank loans
	Interest rate			Maturity Date	Principal		Interest		~~March~~June 3130, 2025		December 31, 2024
Peoples Bank
Promissory note		7.500	%	February 27, 2028	$	4,250,000	$	2221,~~135~~250	$	4,~~272~~271,~~135~~250	$	—
Commercial loan		7.750	%	December 22, 2026		7566,~~079~~391		~~178~~100		7566,~~257~~491		—
					$	4,325,079	$	22,313	$	4,347,392	$	—
Commercial loan		7.50		July 1, 2026		300,000		—		300,000
					$	4,616,391	$	21,350	$	4,637,741	$	—
Disclosed as follows
Bank loans - current portion									$	~~226~~599,~~001~~671	$	—
Bank loans – long term portion										4,~~121~~038,~~391~~070		—
									$	4,~~347~~637,~~392~~741	$	—

On January 6, 2025, the Company entered into a Loan and Security Agreement (“LSA”) with Peoples Bank of Hazard (“Peoples”), whereby Peoples advanced the Company the following funds:

Promissory note

$4,250,000 to settle existing debt owed by the founder of Edgewater Recover Center to Peoples. The promissory note bears interest at 7.5% per annum calculated on a 360 day year and matures on February 27, 2028. The Company is required to make monthly interest payments only for the first six months of the promissory note, commencing on February 6, 2025 until July 6, 2025, for the next twelve months, monthly repayments of $50,000 of principal and interest, commencing on August 6, 2025 to July 6, 2026, for the following twelve months, monthly repayments of $100,000 of principal and interest, commencing on August 6, 2026 to July 6, 2027, for the following six months, monthly repayment of $125,000 of principal and interest, commencing on August 6, 2027 to January 6, 2028, and a final payment of the remaining principal and interest on February 27, 2028. The loan is secured by properties belonging to BH Properties, LLC, and personal guarantees by Shawn Leon, the Company’s CEO.

The Company made interest payments in the aggregate amount of $49131,~~583~~042 during the quarter ended ~~March~~June 3130, 2025.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Bank loans (continued)

Commercial loan

The Company originally assumed the obligations of an auto loan from Edgewater with a principal balance owing of $100,000 and accrued interest thereon of $4,044, bearing interest at 8.5% per annum. On March 20, 2025, the Company repaid $30,720 of principal and interest outstanding on the loan and entered into a new commercial loan agreement of $75,000 bearing interest at 7.75% per annum, with monthly repayments of $3,392.

The Company repaid principal of $2533,~~000~~688 and interest of $57,~~720~~207, totaling $3040,~~720~~895 during the ~~quarter~~six months ended ~~March~~June 3130, 2025~~, prior to the new commercial loan agreement which was entered into on March 20, 2025~~.

On June 30, 2025, the Company entered into a commercial promissory note, whereby the Company was advanced $300,000, net of loan origination and documentation fees of $3,500, for net proceeds of $296,500. The loan bears interest at a variable interest rate of the New York prime rate plus 0.5%, currently the interest rate is 7.5% and is calculated on an actual over 360 day basis. The interest rate will never exceed 10% per annum or fall below 6% per annum. The loan matures on 1 July 2026, or on demand by the lender. Monthly interest only payments are to be made. The loan may be prepaid without penalty and any funds prepaid may be re-borrowed by the Company until the maturity date, unless precluded from doing so by the lender. The loan is secured by a pledge of the membership interest in Aria Kentucky, LLC and blanket liens on all of the assets of Aria Kentucky, LLC, including accounts receivable and all other business assets. In addition the lender holds guarantees from Ethema Health Corporation and Shawn Leon.

The Loan was advanced on June 30, 2025, no repayments have been made and no interest was accrued as of June 30, 2025.

10.

Assumed liability

Edgewater Recover Center had entered into a settlement agreement with the Department of Justice and the Department of Health and Human Services and the State of Kentucky and the Department of Medicaid Services in Kentucky, relating to false claims submitted to Medicare. The balance of the liability assumed by the Company amounted to a principal of $1,658,105 and accrued interest thereon of $44,614. The balance accrued interest at 4.75% per annum and is repayable in thirteen installments, the first installment of $44,614 was paid prior to the consummation of the acquisition transaction and a further twelve installments commencing on February 1, 2025 to December 1, 2026. ~~The Company estimates that an aggregate of $686,236 is payable in 2025 and a further $906,609 in 2026.~~

OnThe ~~February 6, 2025, the~~ Company repaid principal of $76159,~~172~~085 and accrued interest of $1431,~~241~~329, totaling $90190,~~413~~414 during the six months ended June 30, 2025.

Schedule of assumed liability
	Interest rate			Maturity Date	Principal		Interest		~~March~~June 3130, 2025		December 31, 2024
Assumed liability		4.75	%	December 1, 2026	$	1,~~581~~499,~~934~~021	$	1011,~~911~~900	$	1,~~592~~510,~~845~~921	$	—
Disclosed as follows
Assumed liability - current portion									$	~~686~~827,~~236~~641	$	—
Assumed liability - long term portion										~~906~~683,~~609~~280		—
									$	1,~~592~~510,~~845~~921	$	—

11.

Short-term convertible notes

The short-term convertible notes consist of the following:

Schedule of short-term convertible notes
	Interest rate			Maturity Date	Principal		Interest		~~March~~June 3130, 2025		December 31, 2024
Auctus Fund, LLC		0.0	%	On Demand	$	70,000	$	15,000	$	85,000	$	70,000
Joshua Bauman		10.0	%	On Demand		~~120~~77,~~776~~576		~~16,037~~148		~~136~~77,~~813~~724		133,844
Series N convertible notes		6.0	%	December 31, 2025		2,779,000		1,~~031~~023,~~516~~282		3,~~810~~802,~~516~~282		3,769,401
					$	2,~~969~~926,~~776~~576	$	1,~~062~~038,~~553~~430	$	43,~~032~~965,~~329~~006	$	3,973,245

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11.

Short-term convertible notes (continued)

Auctus Fund, LLC

On August 7, 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and bore interest at the rate of ten 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 had the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Auctus Fund, LLC 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 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion.

On June 15, 2020, The Company entered into an amended agreement with Auctus whereby the conversion feature of the note was removed and the Company agreed to discharge the principal amount of the note by nine equal monthly installments of $25,000 commencing in October 2020. During the year ended December 31, 2021, the Company repaid Auctus the principal sum of $50,000.

During March 2022, the Company paid $20,000 of principal on the convertible note, thereby reducing the principal outstanding to $80,000.

During February 2023, the Company paid $10,000 of principal on the convertible note, thereby reducing the principal outstanding to $70,000. The note matured May 7, 2020, Auctus Fund LLC has not declared a default and we are in constant discussion with the lender on settling the note.

On May 13, 2025, the Company entered into an Amendment #2 to the convertible promissory note, whereby the Company will repay the balance outstanding as follows; $10,000 on June 1, 2025, $15,000 on July 1, 2025 and three installments of $20,000 monthly thereafter. The Company has not made any payments to Auctus as of June 30, 2025.

Joshua Bauman

On August 9, 2023, the Company issued a convertible promissory note to Mr. Bauman, in the aggregate principal amount of $150,000. The note bears interest at 10.0% per annum and matures on August 9, 2024. The note is convertible into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. The note is convertible into common stock at the option of the holder after the expiration of six months from the issuance date, in addition, should the note reach its maturity date, August 9, 2024, the note will automatically convert into shares of common stock at the conversion price, subject to anti-dilution provisions. The note was not automatically converted into shares of common stock upon maturity and remains outstanding, although the note is in technical default, a default has not been declared and we are negotiating with the note holder on amending the terms or repaying the note.

During November 2023 and December 2023, the Company repaid $29,224 and $4,597 in principal and interest, respectively. No repayments were made during the year ended December 31, 2024 ~~and the period ended March 31, 2025~~.

During June 2025, the Company repaid principal of $43,200 and interest of $18,800 totaling $62,000.

Series N convertible notes

Between January 28, 2019 and June 11, 2020, the Company closed several tranches of Series N Convertible notes in which it raised $3,229,000 in principal from accredited investors through the issuance to the investors of the Company’s Series N convertible notes, in the total original principal amount of $3,229,000, which Notes are convertible into the Company’s common stock at a conversion price of $0.08 per share together with three year warrants to purchase up to a total of 52,237,500 shares of the Company’s common stock at an exercise price of $0.12 per share. Both the conversion price under the Notes and the exercise price under the warrants are subject to standard adjustment mechanisms. The notes matured one year from the date of issuance.

The maturity dates of the Series N convertible notes were extended to December 31, 2024, with the exception of 5 series N convertible notes issued to one investor with an aggregate principal outstanding of $1,273,000, which was extended to December 31, 2025. No consideration was provided to the investors for the maturity date extensions.

Between April 30, 2024 and May 10, 2024, three series N convertible note holders, converted principal of $450,000 into Series R promissory notes after the repayment of $151,475 of accrued interest.

During the six months ended June 30, 2025, the Company repaid interest of $49,804 on the Series N convertible notes.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12.

Short-term notes

The short term notes consist of the following:

Schedule of short-term notes
Description	Interest Rate			Maturity date	Principal		Accrued Interest		Unamortized debt discount		~~March~~June 3130, 2025 Amount		December 31, 2024 Amount
LXR Biotech		6.0	%	On Demand	$	9297,~~606~~581	$	3336,~~185~~429	$	—	$	~~125~~134,~~791~~010	$	124,309
Mirage Realty		18.0	%	May 15, 2025		600,000		134,500		—		~~613~~604,500		613,500
Third Party		12.0	%	On demand		~~239~~252,~~691~~569		1920,~~528~~803		—		~~259~~273,~~219~~372		251,899
Revolving line of credit		120.0	%	August 13, 2024		~~101~~64,~~000~~423		853,~~672~~007		—		~~186~~67,~~672~~430		162,576
		120.0	%	September 30, 2024		181,000		~~136~~196,~~715~~506		—		~~317~~377,~~715~~506		258,589
Series R Promissory notes		7.5	%	March 31, 2025		1,155,000		60,104		—		1,215,104		1,164,250
M. Baldassara		10.0	%	December 31, 2025		120,000		1,282		—		121,282		—
Total notes payable					$	2,369,297	$	348,704	$	—	$	2,718,001	$	2,575,123
R. Baldassara		10.0	%	December 31, 2025		120,000		1,282		—		121,282		—
Series R Promissory notes		7.5	%	March 31, 2025		1,155,000		71,184		—		1,226,184		1,164,250
Total notes payable					$	2,590,573	$	334,993	$	—	$	2,925,566	$	2,575,123

LXR Biotech

On April 12, 2019, the Company, entered into a secured promissory note in the aggregate principal amount of CDN$133,130. The Note had a maturity date of April 11, 2020 and bears interest at the rate of six percent per annum from the date on which the Note was issued.

This note has not been repaid, is in default and remains outstanding.

Mirage Realty, LLC

On May 15, 2024, the Company, entered into a senior secured promissory note in the aggregate principal amount of $600,000. The note earns interest at 6% per annum for the first two months and 9% per annum for the following two months and 18% for the next two months. The note matured on November 15, 2024.

On October 29, 2024, the maturity date of the note was extended to January 2025 with interest accruing thereon at 18% per annum. On February 13, 2025, we received a further extension on this note to May 15, 2025 with interest thereon remaining at 18% per annum. The Company is negotiating with the note holder and continues to accrue interest at 18% per annum.

During the six months ended June 30, 2025, the Company paid interest of $60,000 on the note.

Third party note

On April 12, 2019, Eileen Greene, a related party, assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay.

~~Revolving~~The balance ~~line~~outstanding on the note consists of ~~credit~~principal of CDN$344,580 ($252,569) and interest accrued thereon of CDN$28,382 ($20,803) totaling CDN$372,962 ($273,372). During the six months ended June 30, 2025, the Company paid interest of CDN$10,000 ($7,305).

On February 1, 2024 Ethema Health Corporation, American Treatment Holdings Inc, and Evernia Health Center LLC entered into a secured revolving line of credit agreement (“Agreement”) with Testing 123, LLC. The draw under the Agreement is limited to a maximum of 80% of the Receivables balance as provided to the Lender, subject to the maximum borrowing under the Term Loan Agreement of $1,000,000. The interest on the term loan is 5% per month and the default interest rate is 10% per month. The revolving credit line is valid for a period of two years and each draw will have a maturity date that is two months from the draw date, with an origination fee of $1,000 per draw. Each loan may be prepaid at any time without penalty. The Company will pay a commitment fee of $40,000 to the borrower in common shares on the completion of a public offering, unless no such offering takes place within a year, whereby the outstanding principal will be increased by $40,000. The revolving credit line is secured by all assets, tangible and intangible of the Company and its direct and indirect subsidiaries, American Treatment Holdings, Inc. and Evernia Health Center, LLC.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12.

Short-term notes (continued)

Revolving line of credit

During the six months ended June 30, 2025, the Company repaid principal of $46,677 and interest of $103,323.

M. Baldassara and R. Baldassara

On May 22, 2025, the Company entered into promissory note agreements with each of M. Baldassara and R. Baldassara for an aggregate principal amount of $120,000 each, bearing interest at 10% per annum and repayable on December 31, 2025. The promissory notes are unsecured.

Series R senior secured promissory notes

Between April 15, 2024 and May 10, 2024, the Company entered into securities purchase agreements with accredited investors whereby the Company issued 6 senior secured promissory notes with an aggregate issue price of $660,000 for gross proceeds of $600,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes ~~mature~~matured on March 31, 2025 and have not been repaid as yet, the Company is negotiating with the noteholders on extension and settlement options.

Between May 2, 2024 and May 10, 2024, the Company entered into exchange agreements with three investors, whereby the investors exchanged three series N notes with a principal amount outstanding of $450,000 for senior secured Series R promissory notes with an aggregate issue price of $495,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes matured on March 31, 2025 and are currently being re-negotiated with the note holders.

During the six months ended June 30, 2025, the Company paid interest of $37,679 on the Series R senior secured promissory notes.

13.

Promissory Note

On May 15, 2024, the Company entered into a Stock Purchase Agreement whereby it acquired the remaining 25% of ATHI representing 5,000,000 shares from the minority stockholder for gross proceeds of $1,100,000. The Company paid an initial deposit of $25,000 and on closing an additional $600,000. The Company issued a non-interest bearing promissory note for the remaining balance of $475,000, maturing on November 15, 2025, which promissory note is repayable in instalments of $10,000 a month on each monthly anniversary date of the agreement for months one to eight (eight instalments) and months ten through seventeen (eight instalments), and payments of $157,500 on month nine and month eighteen, for a total of $475,000.

Schedule of promissory note
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Opening balance	$	405,000		$	—
Promissory note issued		—			475,000
Repayments		(3070,000	)		(70,000	)
	$	~~375~~335,000		$	405,000

~~14.~~During ~~Receivables~~the ~~funding~~six months ended June 30, 2025, the Company repaid $70,000 of the principal outstanding on the promissory note.

May 30, 2024 funding

On May 30, 2024, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Fortunate Sons (“Fortunate”), whereby $375,000 of the Receivables of Evernia were sold to Fortunate for gross proceeds of $300,000. The Company also incurred fees of $5,000, resulting in net proceeds of $295,000, in addition the Company incurred an additional fee of $75,000 related to this funding, resulting in total fees and discount of $155,000 which was amortized over the original term of the funding. The Company is obliged to pay $10,750 per week commencing 4 weeks after the agreement was entered into until the amount of $375,000 is paid in full. The maturity date of the receivables funding was February 24, 2025, however the original payment schedule was not adhered to, and we are in constant communication with Fortunate regarding repayment of the balance..

The discount and fees totaling $155,000 associated with the August 2024 funding was capitalized and was being amortized using the effective interest method over the initial repayment period. The Company has repaid $161,250 and the balance outstanding as of March 31, 2025 was $213,750. The Company has paid an additional $32,250 subsequent to March 31, 2025.

August 30, 2024 funding

On August 30, 2024, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $312,500 of the Receivables of Evernia were sold to Itria, for gross proceeds of $247,000, net of discount and fees of $65,500. The Company is obliged to pay $8,013 per week until the amount of $312,500 is paid in full, the maturity date of the receivables funding is June 3, 2025.

The discount and fees totaling $65,500 associated with the August 2024 funding was capitalized and was being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $8,013 totaling $232,372 and settled the outstanding balance of $88,141 on March 25, 2025, partially out of the proceeds of an additional receivables sale agreement entered into on March 25, 2025, thereby extinguishing the debt and accelerating the amortization of the remaining discount and fees.

At March 31, 2025 there was an overpayment on the August 30, 2024 funding of $8,013, which was subsequently refunded.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14. ~~Receivables~~Funding ~~funding~~arrangements, ~~(continued)~~net

May 30, 2024 funding

On May 30, 2024, the Company, through its subsidiary Evernia Health Center, LLC (“Evernia”), entered into a financing arrangement with Fortunate Sons (“Fortunate”), whereby it received proceeds of $300,000. The Company also incurred fees of $5,000, resulting in net proceeds of $295,000, in addition the Company incurred an additional fee of $75,000 related to this funding, resulting in total fees and discount of $155,000 which was amortized over the original term of the funding. The Company is obliged to pay $10,750 per week commencing 4 weeks after the agreement was entered into until the amount of $375,000 is paid in full. The maturity date of this funding was February 24, 2025, however the original payment schedule was not adhered to, and we are in constant communication with Fortunate regarding repayment of the balance.

The discount and fees totaling $155,000 associated with the August 2024 funding was capitalized and was being amortized using the effective interest method over the initial repayment period. The Company has repaid $193,500 and the balance outstanding as of June 30, 2025 was $181,500.

August 30, 2024 funding

On August 30, 2024, the Company, through its subsidiary Evernia, entered into a financing arrangement with Itria Ventures LLC (“Itria”), whereby it received proceeds of $247,000, net of discount and fees of $65,500. The Company is obliged to pay $8,013 per week until the amount of $312,500 is paid in full, the maturity date of this funding was June 3, 2025.

The discount and fees totaling $65,500 associated with the August 2024 funding was capitalized and was being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $8,013 totaling $232,372 and settled the outstanding balance of $88,141 on March 25, 2025, partially out of the proceeds of an additional financing arrangement entered into on March 25, 2025, thereby extinguishing the debt and accelerating the amortization of the remaining discount and fees.

October 9, 2024 funding

On October 9, 2024, the Company, through its subsidiary, Evernia ~~Health Center~~, ~~LLC~~ entered into a ~~Receivables~~financing ~~Sale~~arrangement ~~Agreement~~ with Itria ~~Ventures LLC (“Itria”)~~, whereby ~~$187,500 of~~it ~~the~~received ~~Receivables of Evernia were sold to Itria, for gross~~ proceeds of $~~150,000. The Company also incurred fees of $2,000, resulting in net proceeds of $~~148,000, net of discount and fees of $39,500. The Company is obliged to pay $4,808 per week until the amount of $187,500 is paid in full. The maturity date of this ~~receivables~~ funding iswas July 10, 2025.

The discount and fees totaling $39,500 associated with the October 2024 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $4,808 totaling $57,692 and settled the outstanding balance of $119,308, net of an early settlement discount of $10,500, thereby extinguishing the debt.

January 6, 2025 funding

On January 6, 2025, the Company, through its subsidiary, Evernia ~~Health Center~~, ~~LLC~~ entered into a ~~Receivables~~financing ~~Sale~~arrangement ~~Agreement~~ with Itria ~~Ventures LLC (“Itria”)~~, whereby ~~$307,500 of~~it ~~the~~received ~~Receivables of Evernia were sold to Itria, for gross~~ proceeds of $~~250,000. The Company also incurred fees of $3,000, resulting in net proceeds of $~~247,000, net of discount and fees of $60,500. The Company is obliged to pay $7,885 per week until the amount of $307,500 is paid in full. The maturity date of this ~~receivables~~ funding is October 6, 2025.

The discount and fees totaling $60,500 associated with the January 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $7,885 totaling $94157,~~165,~~692 and settled the outstanding balance ~~outstanding~~with a payment of $157,692 atout ~~March~~of 31the proceeds of the May 28, 2025 ~~was~~funding, resulting in an overpayment of $~~182~~7,~~584~~885, ~~net~~which was refunded on August 12, 2025. The settlement resulted in the extinguishment of the debt and the acceleration of the remaining unamortized debt discount of $3021,~~300~~890.

February 13, 2025 funding

On February 13, 2025, the Company, through its subsidiary, Evernia ~~Health Center~~, ~~LLC~~ entered into afinancing ~~Receivables~~arrangement ~~Sale Agreement~~ with CFG Merchant Solutions, LLC (“CFG”), whereby ~~$166,250 of~~it ~~the~~received ~~Receivables of Evernia were sold to CFG, for gross~~ proceeds ~~of $125,000.~~ ~~The Company also incurred fees~~ of $~~625 resulting in net proceeds of $~~124,375, net of discount and fees of $41,875. The Company is obliged to pay $3,778 per week until the amount of $166,250 is paid in full. The maturity date of this ~~receivables~~ funding is December 19, 2025.

The discount and fees totaling $41,875 associated with the February 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $3,778 totaling $2271,~~670~~790, and the balance outstanding at ~~March~~June 3130, 2025 was $~~112~~80,~~505~~287, net of debt discount of $3114,~~075~~173.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14.

Funding arrangements, net (continued)

February 18, 2025 funding

On February 18, 2025, the Company, through its subsidiary, Evernia ~~Health Center~~, ~~LLC~~ entered into a ~~Receivables~~financing ~~Sale~~arrangement ~~Agreement~~ with Purpletree Funding, LLC (“Purpletree”), whereby ~~$99,750 of~~it ~~the Receivables of Evernia were sold to Purpletree for gross proceeds of $75,000.~~received ~~The Company also incurred fees of $750 resulting in net~~ proceeds of $74,250, net of discount and fees of $25,500. The Company is obliged to pay $3,563 per week until the amount of $99,750 is paid in full. The maturity date of this ~~receivables~~ funding is September 2, 2025.

The discount and fees totaling $25,500 associated with the February 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $3,563 totaling $1764,~~813~~125, and the balance outstanding at ~~March~~June 3130, 2025 was $6532,~~415~~417, net of debt discount of $163,~~523~~208.

March 25, 2025 funding

On March 25, 2025, the Company, through its subsidiary, Evernia ~~Health Center~~, ~~LLC~~ entered into a ~~Receivables~~financing ~~Sale~~arrangement ~~Agreement~~ with Itria ~~Ventures LLC (“Itria”)~~, whereby ~~$292,500 of~~it ~~the~~received ~~Receivables of Evernia were sold to Itria for gross~~ proceeds of $~~223,000. The Company also incurred fees of $750 resulting in net proceeds of $~~222,250, net of discount and fees of $70,250. The Company is obliged to pay $7,500 per week until the amount of $292,500 is paid in full. The Company used $88,141 of the proceeds to settle the ~~Itria~~ August 30, 2024 ~~receivables~~ funding. The maturity date of this ~~receivables~~ funding is December 24, 2025.

The discount and fees totaling $70,250 associated with the March 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $7,500, totaling $97,500 and the balance outstanding at ~~March~~June 3130, 2025 was $~~225~~163,~~445~~735, net of debt discount of $6731,~~055~~265.

25April 9, 2025 funding

On April 9, 2025, the Company, through its subsidiary Aria Kentucky, LLC (“Aria KY”) entered into a financing arrangement with Itria, whereby it received proceeds of $494,500, net of discount and fees of $130,500. The Company is obliged to pay $12,019 per week until the amount of $625,000 is paid in full. The maturity date of this funding is April 14, 2026.

The discount and fees totaling $130,500 associated with the April 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $12,019, totaling $120,192 and the balance outstanding at June 30, 2025 was $420,671, net of debt discount of $84,137.

May 28, 2025 funding

On May 28, 2025, the Company, through its subsidiary Evernia, entered into a financing arrangement with Itria, whereby it received proceeds of $296,500, net of discount and fees of $81,500. The Company used $157,692 of the proceeds to settle the January 6, 2025 funding. The Company is obliged to make weekly cash payments of $7,269 until the amount of $378,000 is paid in full. The maturity date of this funding is December 24, 2025.

The discount and fees totaling $81,500 associated with the May 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $7,269, totaling $29,077 and the balance outstanding at June 30, 2025 was $280,798, net of debt discount of $68,125.

June 19, 2025 funding

On June 19, 2025, the Company, through its subsidiary Aria KY, entered into a financing arrangement with Itria, whereby it received proceeds of $97,500, net of discount and fees of $27,500. The Company is obliged to pay $3,205 per week until the amount of $125,000 is paid in full. The maturity date of this funding is March 19, 2026.

The discount and fees totaling $27,500 associated with the May 2025 funding was capitalized and is being amortized using the effective interest method over the repayment period. The Company made weekly cash payments of $3,205, totaling $3,205 and the balance outstanding at June 30, 2025 was $96,454, net of debt discount of $25,341.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15.

Government assistance loans

On May 3, 2021, ARIA was granted a government assistance loan in the aggregate principal amount of $157,367. The loan is forgivable if the Company demonstrates that the proceeds were used for expenses such as employee costs during the pandemic. Should the loan not be forgiven, interest is payable on the loan at the rate of 1% per annum and the principal is repayable and interest is payable over an 18-month period.

On September 21, 2022, ARIA received partial forgiveness of the government assistance loan of $104,368, the balance of the loan plus accrued interest is due and payable. The maturity date of PPP loans was changed to five years from issuance on June 5, 2020 by the federal government. The maturity date of the loan is May 3, 2026, which is in line with the repayment schedule on the loan. On December 30, 2022, the Company sold ARIA to its Chairman and CEO and agreed to assume the repayment of the government assistance loan. As of ~~March~~June 3130, 2025, the balance outstanding, including interest thereon was $21,~~289~~342.

16.

Related parties

Related party balances consist of the following:

Schedule of related party payable
	March 31,			December 31,
	June 30,			December 31,
	2025			2024
Advance from related party
Eileen Greene
Principal opening balance	$	273,461		$	—
Principal advance made		—			285,000
Repayments		—			(11,539	)
		273,461			273,461
Debt discount opening balance		(8,495	)		—
Debt discount at inception		—			(35,000	)
Amortization of debt discount		68,~~613~~495			26,505
		(1,882	)		(8,495	)
		—			(8,495	)
Total Related party advance	$	~~271~~273,~~579~~461		$	264,966
Related party payables
Shawn E. Leon	$	~~127~~15,~~596~~578		$	144,353
Eileen Greene		~~484~~521,~~293~~300			488,965
ERC Investments, LLC		~~812~~901,~~715~~406			—
New Journey, LLC		5154,~~338~~672			—
JDE Properties, LLC		5158,525			—
Total related party payables	$	1,527,467		$	633,318
Charity operation		31,000			—
Total related party payables	$	1,582,481		$	633,318
Note payable – related parties
Loan advanced by ERC Investments, LLC	$	33,767		$	—
Accrued interest		~~570~~1,210			—
	$	34,~~337~~977		$	—
Loan advanced by New Journey, LLC	$	47,974		$	—
Accrued interest		~~742~~1,576			—
	$	4849,~~716~~550		$	—
Total notes payable – Related party	$	8384,~~053~~527		$	—

26Related party advance – Eileen Greene

On July 4, 2024, Ms. Greene advanced the Company $250,000 with an original issue discount of $35,000, totaling $285,000. The amount was being repaid in instalments of $5,769, however the Company paused repayment of this advance until the Company has the cash flow to make future payments. The advance is not expected to be repaid during the current financial year.

At June 30, 2025 and December 31, 2024, the Company owed Eileen Greene, the spouse of its CEO, Shawn Leon, related party advances, of $273,461 and $264,966, net of unamortized discount, respectively.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16.

Related parties (continued)

Related party advance – Eileen Greene

At March 31, 2025 and December 31, 2024, the Company owed Eileen Greene, the spouse of its CEO, Shawn Leon, related party advances, net of unamortized discount of $271,579 and $264,966, respectively.

Related party payables

Shawn E. Leon

At ~~March~~June 3130, 2025 and December 31, 2024, the Company had a payable to Shawn Leon of $~~127~~15,~~596~~578 and $144,353, respectively. Mr. Leon is a director and CEO of the Company. The balances payable are non-interest bearing and have no fixed repayment terms.

During the six months ended June 30, 2025, Mr. Leon earned management fees of $120,000 and for the year ended December 31, 2024, Mr. Leon forfeited management fees due to him.

During July 2024, the related party payable of $1,092,701 owing to Leon Developments and $500,000 of the related party payable to Eileen Greene was assigned by the respective parties to Mr. Leon.

On July 12, 2024, Mr. Leon converted $1,500,000 of the related party payable into 3,000,000,000 shares of common stock at a conversion price of $0.0005 per share.

On September 27, 2024, Mr. Leon converted $6,000 of the related party payable into 600,000 shares of Series A Preferred stock at a conversion price of $0.01 per share.

Eileen Greene

During July 2024, Ms. Greene assigned $500,000 of the Related party payable to her to Mr. Leon.

On July 12, 2024, Ms. Greene converted $500,000 of the related party payable into 1,000,000,000 shares of common stock at a conversion price of $0.0005 per share.

The amounts owing to Ms. Greene are non-interest bearing and ~~has~~have no fixed repayment terms.

At ~~March~~June 3130, 2025 and December 31, 2024, the Company owed Eileen Greene, the spouse of its CEO, Shawn Leon, related party payables of $~~484~~521,~~293~~300 and $488,965, respectively.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16. Related parties (continued)

ERC Investments, LLC

As disclosed in note 4 above, a liability owed to ERC Investments, LLC from Edgewater was assumed by the Company, the aggregate liability assumed by the Company on January 9, 2025 was $783,679.

The Company pays rent of $76,000 per month to ERC for three properties located in Morehead Kentucky.

At ~~March~~June 3130, 2025, the balance owing to ERC was $~~812~~901,~~715~~406.

New Journey, LLC

As disclosed in note 4 above, a liability owed to New Journey, LLC from Edgewater was assumed by the Company, the aggregate liability assumed by the Company on January 9, 2025 was $46,615.

The Company pays rent of $5,500 per month to New Journey for two properties located in Morehead Kentucky.

At ~~March~~June 3130, 2025, the balance owing to New Journey was $5154,~~338~~672.

JDE Properties, LLC

As disclosed in note 4 above, a liability owed to JDE from Edgewater was assumed by the Company, the aggregate liability assumed by the Company on January 9, 2025 was $37,525.

The Company pays rent of $5,000 per month to JDE for two properties located in Morehead Kentucky.

At ~~March~~June 3130, 2025, the balance owing to JDE was $5158,525.

Charity

A charity controlled and managed by Shawn Leon advanced the Company $31,000 during the six months ended June 30, 2025. The amount owing to the charity is non-interest bearing and has no fixed terms of repayment.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16.

Related parties (continued)

Note payable – Related party

ERC Investments, LLC

BH Properties, through its subsidiaries, ERCI, NJ and JDE, secured funding of $2,300,000 to settle certain obligations in those subsidiaries as well as obligations related to the acquisition of the assets of Edgewater by Aria Kentucky. The obligations related to the acquisition of the assets of Edgewater amounted to $33,767 and bears interest at 7.5% per annum calculated on a 360 day year and is secured by the properties owned by BH Properties and its subsidiaries.

At ~~March~~June 3130, 2025, the balance owing to ERCI was $34,~~337~~977.

New Journey Investments, LLC

BH Properties, through its subsidiaries, ERCI, NJ and JDE, secured funding of $500,000 to settle obligations related to the acquisition of certain properties into NJ and certain assets of Edgewater by Aria Kentucky. The obligations related to the acquisition of the assets of Edgewater amounted to $47,974 and bears interest at 6.875% per annum calculated on a 360 day year and is secured by the properties owned by BH Properties and its subsidiaries.

At ~~March~~June 3130, 2025, the balance owing to NJ was $4849,~~716~~550.

All related party transactions occur in the normal course of operations and in terms of agreements entered into between the parties.

17.

Stockholder’s deficit

Common shares

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 7,726,283,805 and 7,729,053,805 shares of common stock at ~~March~~June 3130, 2025 and December 31, respectively.

On July 12, 2024, the Company issued 4,000,000,000 shares of common stock to Mr. Shawn Leon, the Company CEO and his spouse, Ms. Eileen Greene, both related parties, for the conversion of $2,000,000 of related party payables, see note 1516 above.

On November 17, 2024, the Company entered into a subscription agreement with a party related to Shawn Leon, whereby 165,000,000 shares of common stock were subscribed for at $0.0012 per share, for gross proceeds of $198,000. These shares have not been issued yet and the proceeds of $198,000 is recorded as a Share subscription liability until such time as the common shares are issued.

On February 18, 2025, the Company cancelled 2,770,000 shares which were acquired by Mr. Leon, the Company’s CEO from several individuals. Mr. Leon cancelled these shares.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17. Stockholder’s deficit (continued)

Series A Preferred shares

Authorized, issued and outstanding

The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The Company has issued and outstanding 4,765,000 Series A Preferred shares at ~~March~~June 3130, 2025 and December 31, 2024.

On September 27, 2024, the Company issued 600,000 shares of Series A Preferred stock to Mr. Shawn Leon for the conversion of $6,000 of related party payables, see note 1516 above.

On November 17, 2024, 165,000 shares of Series A Preferred stock was sold to a relative of Mr. Leon for gross proceeds of $1,650.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17.

Stockholder’s deficit (continued)

Stock options

Our board of directors adopted the Greenstone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries, provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have no issued options at ~~March~~June 3130, 2025 and December 31, 2024 under the Plan.

Warrants

All of the warrants have cashless exercise terms whereby in-the-money warrants may be exercised by reducing the number of shares issued in terms of the warrant exercise to offset the proceeds due on the exercise.

All of the warrants have price protection features whereby any securities issued subsequent to the date of the warrant issuance date, were issued at a lower price, or have conversion features that are lower than the current exercise price, or were converted at a lower price, or are exercisable at a lower price, to the current warrant exercise price, will result in the exercise price of the warrant being set to the lower issue, conversion or exercise price.

A summary of the Company’s warrant activity during the period from January 1, 2024 to ~~March~~June 3130, 2025 is as follows:

Schedule of warrant activity

No. of shares

Exercise price per share

Weighted average exercise price

Outstanding as of January 1, 2024

1,022,376,420

$0.001 to $0.00205

0.001284

Granted

–

Forfeited/cancelled

–

Exercised

–

Outstanding as of December 31, 2024

1,022,376,420

$0.001 to $0.00205

0.001284

Granted

–

Forfeited/cancelled

–

Exercised

–

Outstanding as of March 31, 2025

1,022,376,420

$0.001 to $0.00205

0.001284

Outstanding as of June 30, 2025

1,022,376,420

$0.001 to $0.00205

0.001284

29The following table summarizes information about warrants outstanding at June 30, 2025:

Schedule of warrants outstanding
	Warrants outstanding						Warrants exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.001000		745,810,761		2.00	$	0.001000		745,810,761	$	0.001000
$0.002050		276,565,659		0.52		0.002050		276,565,659		0.002050
		1,022,376,420		1.60	$	0.001284		1,022,376,420	$	0.001284

All of the warrants outstanding at June 30, 2025 are vested. The warrants outstanding at June 30, 2025 have an intrinsic value of $0.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

17. Stockholder’s deficit (continued)

d. Warrants (continued)

The following table summarizes information about warrants outstanding at March 31, 2025:

Schedule of warrants outstanding
	Warrants outstanding						Warrants exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.001		745,810,761		2.25	$	0.001000		745,810,761	$	0.001000
$0.002050		276,565,659		0.77		0.002050		276,565,659		0.002050
		1,022,376,420		1.85	$	0.001284		1,022,376,420	$	0.001284

All of the warrants outstanding at March 31, 2025 are vested. The warrants outstanding at March 31, 2025 have an intrinsic value of $0.

18.

Segment information

The Company provides rehabilitation services to customers in the U.S. These services are provided to customers at its Evernia, Addiction Recovery Institute of America facility located in ~~West~~Florida ~~Palm Beach~~ and its Addiction Recovery Institute of America, located in Kentucky. ~~These~~ These facilities are regarded as one reporting segment.

The Company’s CODM reviews financial information presented and decides how to allocate resources based on net operating income (loss). Net income (loss) is used for evaluating financial performance.

Significant segment expenses include Salaries and wages, rent expense, professional fees, management fees, food expenses, marketing and advertising expenses, insurance expenses and depreciation and amortization expenses. Other operating expenses include all remaining costs necessary to operate our business, which primarily include other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM.

The segment operating results of the one reportable segment for the three and six months ended ~~March~~June 3130, 2025 is disclosed as follows:

Schedule of segment information
	Three months ended March 31, 2025
		Detox and rehab Services
	Detox and rehab Services
		Three months ended June 30, 2025			Three months ended June 30, 2024			Six months ended June 30, 2025			Six months ended June 30, 2024
Revenue	$	3,517,775
Revenues	$	4,905,420		$	1,490,100		$	8,423,195		$	2,790,200
Salaries and wages		2,~~063~~243,~~298~~222			717,032			4,306,520			1,444,773
Rent expense		~~739~~767,~~801~~114			274,130			1,506,915			539,262
Professional fees		~~356~~419,~~112~~701			301,132			775,813			451,682
Client related expenses		~~295~~353,~~408~~502			108,992			648,909			216,274
Marketing and advertising expenses		~~117~~122,~~238~~270			69,091			239,508			113,187
Insurance expenses		~~108~~123,~~141~~065			40,071			231,206			76,940
Other operating expenses		288,958
Property expenses		245,023			98,917			450,744			131,535
Depreciation and amortization expense		196,221
Management fees		120,000			—			120,000			—
Operating loss		(647,402	)
Other operating expenses		98,790			46,159			182,028			99,840
Other (expense) income
Depreciation and amortization		203,265			112,086			399,486			223,292
Other income		172,240
Total operating expenses		4,695,952			1,767,610			8,861,129			3,296,785
Interest income		1,219
Operating income (loss)		209,468			(277,510	)		(437,934	)		(506,585	)
Interest expense		(292,857	)
Other Income (expense)
Amortization of debt discount		(129,882	)
Other income		91			—			172,331			—
Foreign exchange movements		(757	)
Interest income		466			523			1,685			1,098
Net loss before income taxes	$	(897,439	)
Interest expense		(324,846	)		(106,914	)		(617,703	)		(200,100	)
Amortization of debt discount		(160,088	)		(75,240	)		(289,970	)		(138,402	)
Foreign exchange movements		(34,054	)		(6,134	)		(34,811	)		4,511
Net loss before income taxes		(308,963	)		(465,275	)		(1,206,402	)		(839,478	)

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

18. Segment information (continued)

The segment operating results of the reportable segments for the three months ended March 31, 2024 is disclosed as follows:

		Three months ended March 31, 2024
		Detox and rehab Services
Revenue	$		1,300,100
Salaries and wages			727,741
Rent expense			265,132
Professional fees			150,550
Client related expenses			107,282
Marketing and advertising expenses			44,096
Insurance expenses			36,869
Other operating expenses			86,299
Depreciation and amortization expense			111,206
Operating loss			(229,075	)
Other (expense) income
Interest income			575
Interest expense			(93,186	)
Amortization of debt discount			(63,162	)
Foreign exchange movements			10,645
Net loss before income taxes	$		(374,203	)

19.

Net loss per common share

For the three and six months ended ~~March~~June 3130, 2025 and 2024, the following warrants exercisable for shares and convertible securities ~~convertible~~ convertible into a number of shares were excluded from the computation of diluted net loss per share as the results would have been anti-dilutive.

Schedule of diluted net loss per share
	Three months ended March 31, 2025		Three months ended March 31, 2024
	Six months ended June 30, 2025		Six months ended June 30, 2024
Shares issuable upon exercise of warrants		1,022,376,420		1,022,376,420
Shares issuable on conversion of convertible notes		~~184~~125,~~444~~252,~~801~~906		~~178~~174,~~224~~044,~~555~~742
		1,206,821,221		1,200,600,975
		1,147,629,326		1,196,421,162

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

20.

Commitments and contingencies

Options granted to purchase shares in ATHI

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~~Company. The Company provided Leonite an option to purchase 4,000,000 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $400), based on the advances that Leonite made to the Company totaling $396,000. 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 571,428 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $57), 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 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that First Fire made to the Company totaling $120,000. 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 1,428,571 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $143), based on the advances that Bauman made to the Company totaling $120,000. 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.

Other

The Company has principal and interest payment commitments under the Convertible notes disclosed under Note 1011 above. Conversion of these notes are at the option of the investor, if not converted these notes may need to be repaid.

From time to time, the Company and its subsidiaries enter into legal disputes in the ordinary course of business. The Company believes there are no material legal or administrative matters pending that are likely to have, individually or in the aggregate, a material adverse effect on its business or results of operations.

21. Subsequent events

Receivables Funding

April 9, 2025 funding

On April 9, 2025, the Company, through its subsidiary, Aria Kentucky, LLC entered into a Receivables Sale Agreement with Itria Ventures, LLC (“Itria”), whereby $625,000 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $500,000. The Company also incurred fees of $5,500 resulting in net proceeds of $494,500. The Company is obliged to pay $12,019 per week until the amount of $625,000 is paid in full.

May 28, 2025 funding

On May 28, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $378,000 of the Receivables of Evernia were sold to Itria for gross proceeds of $300,000. The Company also incurred fees of $3,500 resulting in net proceeds of $296,500, of which $157,692 was used to settle the January 6, 2025 funding and the balance was used for working capital purposes. The Company is obliged to pay $7,269 per week until the amount of $378,000 is paid in full.

ETHEMA HEALTH CORPORATION

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

21. Subsequent events ~~(continued)~~

~~Receivables~~ Funding ~~(continued)~~arrangements

~~June 19~~August 20, 2025 funding

On ~~June 19~~August 20, 2025, the Company, through its subsidiary, ~~Aria Kentucky~~Evernia, ~~LLC~~ entered into a ~~Receivables~~funding ~~Sale~~arrangement ~~Agreement~~ with Itria, ~~Ventures~~whereby ~~LLC~~it ~~(“Itria”), whereby~~received proceeds of $~~125~~346,000 of, ~~the~~net ~~Receivables~~ of discount ~~Aria~~and ~~Kentucky~~fees ~~were sold to Itria for gross proceeds~~ of $~~100~~105,~~000.~~500, The Company ~~also~~used ~~incurred fees of~~ $2147,~~500~~869 ~~resulting~~of inthe ~~net~~ proceeds ofto ~~$97,500~~repay ~~used~~the ~~for~~March ~~working~~25, ~~capital~~2025 ~~purposes~~funding. The Company is obliged to pay $38,~~205~~683 per week until the amount of $~~125~~451,~~000~~500 is paid in full. The maturity date of this funding is August 20, 2026.

August 14, 2025 funding

On August 14, 2025, the Company, through its subsidiary, Evernia Health Center, LLC entered into a Receivables Sale Agreement with Itria Ventures LLC (“Itria”), whereby $451,500 of the Receivables of Aria Kentucky were sold to Itria for gross proceeds of $350,000. The Company also incurred fees of $4,000 resulting in net proceeds of $346,000, of which $147,869 was used to repay the March 25, 2025 funding and the balance was used for working capital purposes. The Company is obliged to pay $8,683 per week until the amount of $451,500 is paid in full.

September 30, 2025 funding

On September 30, 2025, the Company, through its subsidiary, Aria ~~Kentucky,~~KY ~~LLC~~ entered into a ~~Receivables~~funding ~~Sale~~arrangement ~~Agreement~~ with Itria ~~Ventures LLC (“Itria”)~~, whereby ~~$312,500 of~~it ~~the~~received ~~Receivables of Aria Kentucky were sold to Itria for gross proceeds of~~ $~~250~~247,000., ~~The~~net ~~Company also incurred fees~~ of ~~$3,000~~discount ~~resulting~~and infees ~~net proceeds~~ of $~~247~~65,~~000 used for working capital purposes~~500. The Company is obliged to pay $6,010 per week until the amount of $312,500 is paid in full. The maturity date of this funding is September 30, 2026.

~~Short-term~~Operating ~~notes issued~~leases

OnThe ~~May 22~~Company, through ~~2025,~~its ~~the~~subsidiary ~~Company~~Aria Kentucky, entered into ~~promissory~~2 ~~note~~lease agreements, ~~with~~effective ~~two~~July ~~investors~~1, ~~whereby~~2025, ~~each~~with ~~were~~its ~~issued~~related aparty, ~~promissory~~BH ~~note in the aggregate~~Properties ~~principal~~and ~~amount~~its ofsubsidiary, ~~$120~~Viking Assets,~~000~~ LLC. The ~~note~~first ~~earns~~lease ~~interest~~is atfor ~~10%~~property ~~per~~situated ~~annum~~at ~~and~~417 ~~matures~~South on4th ~~December~~Street, 31Paducah, ~~2025~~Kentucky, with ~~subject~~an toannual ~~the~~base ~~convertible~~rent ~~note being~~of ~~converted~~$96,000 ~~into~~and ~~preferred~~the ~~units,~~second ~~each~~lease ~~unit~~is ~~consisting~~for ofproperty asituated ~~preferred~~at ~~share~~425 ~~and~~South a6th ~~three~~Street, ~~year~~Paducah ~~warrant~~Kentucky, with ~~exercisable~~an atannual ~~1.25~~base ~~times~~rent ~~the conversion~~of ~~price~~$72,000. ofEach ~~the~~lease ~~preferred~~is ~~stock,~~for ~~with~~an ainitial ~~mandatory~~period ~~exercise~~of isfour ~~the~~years ~~common~~and ~~stock~~six ismonths ~~trading~~with atan ~~three~~option ~~times~~to ~~the~~extend ~~exercise~~for ~~price.~~an ~~The~~additional ~~preferred~~five ~~shares~~years, ~~will~~since bethe ~~convertible~~transaction ~~into~~is ~~common~~between ~~shares~~related atparties athe ~~price~~option is likely to be ~~determined between $0~~exercised.~~0012~~ ~~and~~Each ~~$0.0016~~lease ~~per~~agreement ~~share, subject~~includes toan ~~stock~~escalation ~~splits~~of 1.5% ~~Should~~of the ~~Company~~base ~~not~~rent, ~~uplist~~commencing toon aJanuary ~~major~~1, ~~exchange in a two year timeframe~~2026, ~~the~~and ~~preferred~~annually ~~stock~~thereafter. ~~will~~The beCompany ~~callable~~is byresponsible ~~the~~for utilities, ~~holders~~property ~~thereof~~taxes, ~~during~~repairs ~~the~~and ~~two~~maintenance ~~year~~expenditure ~~time~~and ~~frame~~insurance costs.

~~Bank~~Letter ~~loan~~of intent to acquire certain assets and legal entities

On ~~June 30~~October 20, 2025, the Company entered into a ~~commercial~~letter ~~promissory~~of ~~note~~intent (“LOI”) with aAddiction ~~financial~~Recovery ~~institution,~~Care ~~whereby~~LLC ~~the~~(“Vendor”) ~~Company~~to purchase ~~was~~certain ~~advanced $300,000, net~~ of ~~loan~~the ~~origination~~assets and ~~documentation fees~~separate ofentities ~~$3,500,~~operating ~~for~~under ~~net~~the ~~proceeds~~ARC ofbrand ~~$296,500~~name in Kentucky. The ~~loan~~potential ~~bears~~assets ~~interest~~to atbe apurchased are ~~variable interest rate~~ of the ~~New~~ARC ~~York~~in-patient ~~prime~~facilities ~~rate~~in ~~plus~~Kentucky ~~0.5%, currently~~operating ~~the~~in ~~interest~~Inez, ~~rate~~Pikeville, isOwensboro ~~7.5%~~ and isAshland, ~~calculated~~along onwith anout-patient ~~actual over 360 day basis. The interest~~facilities ~~rate~~in ~~will~~Kentucky ~~never~~operating ~~exceed~~in ~~10%~~Prestonsburg, Mount ~~per~~Sterling, ~~annum~~Louisa, orAshland ~~fall~~and ~~below 6% per annum~~Lexington. The ~~loan~~potential ~~matures~~separate onentities 1to ~~July~~be ~~2026,~~purchased include ora onPsychiatric ~~demand~~Hospital, bya ~~the~~Pharmacy, ~~lender.~~a ~~Monthly interest~~Medical ~~only~~Laboratory ~~payments~~and ~~are~~a toRural beHealth ~~made~~Clinic. The ~~loan~~addiction ~~may~~treatment ~~be prepaid without penalty~~ and ~~any~~psychiatric ~~funds prepaid may be re-borrowed by the Company~~facilities ~~until~~have ~~the~~a ~~maturity~~capacity ~~date,~~of ~~unless~~approximately ~~precluded~~900 ~~from~~patients. ~~doing~~There soare bylikely ~~the~~to ~~lender.~~be ~~The~~related ~~loan~~real isestate ~~secured~~transactions byinvolved ain ~~pledge of~~ the ~~membership~~acquisitions ~~interest in Aria~~which ~~Kentucky,~~will ~~LLC~~remain ~~and~~outside ~~blanket liens on all~~ of the ~~assets~~Company ofbut ~~Aria~~could ~~Kentucky,~~be ~~LLC,~~utilized ~~including~~to ~~accounts~~generate ~~receivable~~substantial ~~and~~new ~~all~~equity ~~other~~for ~~business assets. In addition~~ the ~~lender holds guarantees from Ethema Health Corporation and Shawn Leon~~Company.

The proposed funding of the purchase price will be approximately 25% in cash, 25% in a vendor note and 50% in equity linked funding from the vendor. The cash portion will be raised by issuance of new equity and the proceeds from sale and subsequent leasing of certain of the ARC facilities.

The Company intends creating a new entity (“NewcoARIA”) to acquire the ARC assets and separate entities and will ultimately also hold the Company’s existing Florida and Kentucky treatment entities. NewcoARIA will be initially owned by Ethema, new investors and the Vendor. It is likely that the Company will pursue an Initial Public Offering of NewcoARIA on a senior U.S. exchange.

Other than the above, the Company has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this management discussion and analysis of financial condition and results of operations, including but not limited to, statements regarding the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.

P1an of Operation

During the next twelve months, the Company plans to continue to grow the Rehabilitation and detox business organically or through acquisitions, should any opportunities present themselves.

Acquisition of Edgewater Recovery Centers, LLC

On October 22, 2024, we, through a wholly owned subsidiary, Aria Kentucky, entered into an asset purchase agreement to acquire the business of Edgewater Recovery Centers, LLC (“ERC”) from ERC and John Elam (the ”Seller”), located in Morehead and Paducah, Kentucky through a purchase of the assets of ERC, 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. Certain of the real prop associated with the operations of is fully leveraged and requires credit and personal guarantees which the Company is unable to provide. The entities owning the real property were acquired in a separate transaction by BH Properties, a company controlled by Mr. Shawn Leon, the Company’s CEO and therefore a related party. BH Properties through its acquired subsidiaries then entered into lease agreements with ARIA Kentucky on an arms-length basis, at market related rates.

On January 9, 2025, we consummated the Acquisition of the Acquired Assets of ERC. Pursuant to the terms of the APA, at closing ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities under assumed contracts and certain specifically identified liabilities, including a settlement agreement with the United States government and the State of Kentucky and certain obligations as a borrower or guarantor related to banking obligations.

The results of ARIA Kentucky have been included in our unaudited condensed consolidated financial statements effective January 9, 2025.

Critical accounting policies and estimates

The significant accounting policies and estimates of the Company were described in Note 2 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates from the information provided in Note 2 and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K. The most recently adopted accounting pronouncements and accounting pronouncements to be adopted by the Company are described in Note 2 in the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Results of operations for the three months ended ~~March~~June 3130, 2025 and 2024.

Revenues

Revenues were $34,~~517~~905,~~775~~420 and $1,~~300~~490,100 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $23,~~217~~415,~~675~~320 or ~~170~~229.62%. Revenues include $2,~~082~~720,~~082~~771 from the acquisition of the business of ERC. Revenue from existing business was $12,~~435~~184,~~693~~649 and $1,~~300~~490,100 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~135~~694,~~593~~549 or 1046.46%. The increase is primarily due to the increase in patient count at the West Palm Beach facility and the acquisition of the Boca Raton rehab and detox facility during June 2024, which commenced revenue generating operations in January 2025, after obtaining all necessary regulatory approvals.

Operating Expenses

Operating expenses were $4,~~165~~695,~~177~~952 and $1,~~529~~767,~~175~~610 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $2,~~636~~928,~~002~~342 or ~~172~~165.47%. Operating expenses include $2,~~146~~512,~~235~~033 from the acquisition of the business of ERC. Operating expenses from existing operations was $2,~~018~~183,~~942~~919 and $1,~~529~~767,~~175~~610 for the three months ended June ~~March 31~~30, 2025 and 2024, respectively, an increase of $~~489~~416,~~767~~309 or 3223.06%. The increase is primarily due to the following:

● General and administrative expenses was $~~809~~942,~~745~~650 and $~~274~~363,~~546~~230 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~535~~579,~~199~~420 or ~~194~~159.95%. General and administrative expenses include $~~415~~504,~~274~~404 from the acquisition of the business of ERC. General and administrative expenses from existing operations was $~~394~~438,~~471~~246 and $~~274~~363,~~546~~230 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~119~~75,~~925~~016 or 4320.7%. The increase is primarily due to an increase in ~~advertising~~client ~~and~~cost ~~promotional~~related ~~expenses of $65,216~~ to ~~increase~~an ~~the~~increased patient count and anthe ~~increase~~additional in client costs ofincurred ~~$38,302,~~in ~~primarily due to~~ the ~~additional facility added in~~ Boca ~~Raton.~~Cove ~~The balance of the increase of $16,407 is primarily due to general inflationary increases of several individually insignificant expense line items~~facility.

● Salaries and wages were $2,~~063~~243,~~298~~222 and $~~727~~717,~~741~~032 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $1,~~335~~526,~~557~~190 or ~~183~~212.58%. Salaries and wages includes $1,~~178~~340,~~324~~530 from the acquisition of the business of ERC. Salaries and wages from existing operations was $~~884~~902,~~975~~692 and $~~727~~717,~~741~~032 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~157~~185,~~234~~660 or 2125.69% The increase is due to the acquisition of the Boca Raton facility which was fully staffed up and operational beginning January 2025.

● Rent expense was $~~739~~767,~~801~~114 and $~~265~~274,~~132~~130 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~474~~492,~~669~~984 or 179.068%. Rent expense includes $~~352~~390,~~503~~679 from the acquisition of the business of ERC. Rental expense from existing operations was $~~387~~376,~~298~~435 and $~~265~~274,~~132~~130 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~122~~102,~~166~~305 or 4637.13%. The increase is primarily due to the additional rent incurred at the Boca Cove detox facility of $9596,~~256~~249 which was acquired in June 2024~~, additional rental expense incurred for a residential property in West Palm Beach of $11,965 and annual rental escalations on the existing West Palm Beach facility and the Boca Raton facility~~.

● Professional fees were $~~356~~419,~~112~~701 and $~~150~~301,~~550~~132 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~205~~118,~~562~~569 or ~~136~~39.54%. Professional fees includes $~~126~~196,~~443~~484 from the acquisition of the business of ERC. Professional fees from existing operations was $~~229~~223,~~669~~217 and $~~150~~301,~~550~~132 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, ana ~~increase~~decrease of $7977,~~119~~915 or 5225.69%. The ~~increase~~decrease ~~includes~~is anprimarily ~~increase~~due ~~in legal fees of $42,448, related~~ to the ~~acquisition~~professional offees ~~the~~incurred ~~business~~in ofthe ~~ERC,~~prior anyear ~~increase~~on inthe ~~other~~acquisition ~~professional fees~~ of ~~$24,938,~~the ~~related~~non-controlling toshareholders ~~advisors~~interest ~~used~~and ~~for~~ the ~~acquisition~~assets of the ~~business~~Boca ofCove ~~ERC~~detox center.

● ~~Depreciation~~Management ~~and~~fees ~~amortization~~were ~~expense was~~ $~~196~~120,~~221~~000 and $~~111,206~~0 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $85120,~~015~~000 or 76100.40%. ~~Depreciation~~In ~~and~~the ~~amortization~~prior ~~includes~~year, ~~depreciation~~due ~~and~~to ~~amortization from~~ the ~~acquisition~~performance of the ~~business of ERC amounting to $73~~Company,~~692.~~ ~~Depreciation and amortization expense from existing operations was $122,529 and $111,206 for~~ the ~~three~~CEO ~~months~~forfeited ~~ended~~his ~~March~~management ~~31,~~fee ~~2025 and 2024, respectively, an increase~~ of $1120,~~323~~000 orper 10month.~~2%. The increase is primarily due to additional deprecation incurred on assets acquired with the Boca Raton facility in June 2024.~~

~~Operating loss~~● Depreciation and amortization expense was $203,265 and $112,086 for the three months ended June 30, 2025 and 2024, respectively, an increase of $91,179 or 81.3%. Depreciation and amortization includes depreciation and amortization from the acquisition of the business of ERC amounting to $79,936. Depreciation and amortization expense from existing operations was $123,329 and $112,086 for the three months ended June 30, 2025 and 2024, respectively, an increase of $11,243 or 10.0%. The increase is primarily due to additional deprecation incurred on assets acquired with the Boca Raton facility in June 2024.

Operating ~~loss~~ ~~was~~income ~~$647,402 and $229,075 for the three months ended March 31, 2025 and 2024, respectively, an increase in~~ (loss of $418,327 or 182.6%. Operating loss includes operating loss of $64,153 from the acquisition of the business of ERC. The operating loss from existing operations was $583,249 and $229,075 for the three months ended March 31, 2025 and 2024, respectively, an increase of $354,174 or 154.6%. The increase in operating loss is primarily due to an increase in patient revenues of $135,593, offset by an increase in operating expenses from existing operations by $489,766, as discussed above. The additional revenues from the Boca Raton facility was not sufficient to cover increased operating costs as revenue and patient count takes time to reach profitable levels, whilst a full complement of staff and a certain level of fixed operational expenses are incurred from the outset.)

Operating income was $209,468 and operating (loss) was $277,510 for the three months ended June 30, 2025 and 2024, respectively, an increase of $486,978 or 175.5%. The increase is due to the increase in revenue, primarily due to the acquisition of ERC and the increased revenue in our Florida locations, offset by an increase in operating expenses, as discussed in detail above.

Other income

Other income was $~~172,240~~91 and $0 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~172,240~~91 or 100.0%. The increase in other income was primarily related to management fees earned from Edgewater Recovery based on business profitability during the management period and an employee retention credit received from the federal government during the current period.

Interest income

Interest income was $~~1,219~~466 and $~~575~~523 for the three months ended ~~March~~June 3130, 2025 and 2024, ana ~~increase~~decrease of $~~644~~57 or ~~112~~10.09%. The interest income is interest earned on positive cash balances during the current period.

Interest expense

Interest expense was $~~292~~324,~~857~~ 846 and $93106,~~186~~914 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~199~~217,~~671~~932 or ~~214~~203.38%. Included in interest expense is interest of $92101,~~028~~532 related to the acquisition of the business of ERC. Interest expense on the existing business was $~~200~~223,~~829~~ 314 and $93106,~~186~~914 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $~~107~~116,~~643~~400, primarily due to an increase in interest expense related to default interest on letter of credit funding, ~~and~~ additional interest on Series R promissory notes which were entered into during the period March to May 2024, and interest on promissory notes issued to acquire the assets of the Boca Raton facility and the ~~minority~~non-controlling shareholders interest in the prior year.

Amortization of debt discount

Amortization of debt discount was $~~129~~160,~~882~~088 and $6375,~~162~~240 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, aan ~~decrease~~increase of $6684,~~720~~848 or ~~105~~ 112.68%. ~~The~~Included in amortization of debt discount ~~relates~~is ~~primarily~~amortization toof ~~short-term~~$48,523 ~~receivables~~related to funding arrangements in Aria Kentucky. InAmortization ~~the~~of ~~current~~debt ~~period~~discount in the ~~Company~~existing ~~increased its~~business ~~receivables~~was ~~funding~~$111,565 toand ~~fund~~$75,240, ~~working~~an ~~capital~~increase ~~prior~~of to$36,325 ~~the~~or ~~Boca~~48.3%. ~~Raton~~The ~~facility~~amortization ~~becoming~~of ~~operational~~debt ~~while~~discount relates primarily to short-term funding arrangements. In the ~~Company,~~current inperiod the ~~prior year~~Company ~~receivables~~increased its funding ~~balances~~arrangements ~~were~~to ~~significantly~~fund ~~higher~~working capital requirements in both the ~~current~~Aria ~~period~~Kentucky operation and our Florida operations.

Foreign exchange movements

Foreign exchange movements were $(~~757~~34,053) and $10(6,~~645~~314) for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, representing the realized exchange gains and (losses) on monetary assets and liabilities settled during the current year as well as mark to market adjustments on monetary assets and liabilities reflected on the balance sheet and denominated in Canadian Dollars. The Dollar weakened ~~slightly~~ against the Canadian Dollar during the current period, resulting in an unrealized loss on Canadian denominated assets.

Net loss before income taxes

Net loss before income taxes was $~~897~~308,~~439~~963 and $~~374~~465,~~203~~275 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, ana ~~increase~~decrease of $~~523~~156,~~236~~ 312 or ~~139~~33.86%. The ~~increase~~decrease is ~~was~~ primarily due to the increase in operating ~~loss~~income ~~and~~discussed anabove offset by the increase in interest expense, ~~and~~ amortization of debt discount, ~~offset by other income~~ and ~~interest~~foreign ~~income~~exchange movements, ~~which~~all isdiscussed ~~fully~~in ~~discussed~~detail above.

Taxation

Taxation was a credit of $1213,~~342~~434 and $0 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, an increase of $1213,~~342~~434 or 100.0%. The taxation charge represents the deferred tax movement on the value of certain identifiable intangibles acquired from Edgewater.

Net loss

Net loss was $~~885~~295,~~097~~529 and $~~374~~465,~~203~~275 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, ana ~~increase~~decrease of $~~510~~169,~~894~~746 or ~~136~~36.5%. The ~~increase~~ decrease was primarily due to the ~~increase~~decrease in net loss before income taxes and the movement in taxation as discussed above.

Results of operations for the six months ended June 30, 2025 and June 30, 2024.

Revenues

Revenues were $8,423,195 and $2,790,200 for the six months ended June 30, 2025 and 2024, respectively, an increase of $5,632,995 or 201.9%. Revenues include $4,802,502 from the acquisition of the business of ERC. Revenue from existing business was $3,620,693 and $2,790,200 for the six months ended June 30, 2025 and 2024, respectively, an increase of $830,493 or 29.8%. The increase is primarily due to the increase in patient count at the West Palm Beach facility and the acquisition of the Boca Raton rehab and detox facility during June 2024, which commenced revenue generating operations in January 2025, after obtaining all necessary regulatory approvals.

Operating Expenses

Operating expenses were $8,861,129 and $3,296,785 for the six months ended June 30, 2025 and 2024, respectively, an increase of $5,564,344 or 168.8%. Operating expenses include $4,658,269 from the acquisition of the business of ERC. Operating expenses from existing operations was $4,202,860 and $3,296,785 for the six months ended June 30, 2025 and 2024, respectively, an increase of $906,075 or 27.5%. The increase is primarily due to the following:

●

General and administrative expenses was $1,752,395 and $637,776 for the six months ended June 30, 2025 and 2024, respectively, an increase of $1,114,619 or 174.8%. General and administrative expenses include $919,678 from the acquisition of the business of ERC. General and administrative expenses from existing operations was $832,717 and $637,776 for the six months ended June 30, 2025 and 2024, respectively, an increase of $194,941 or 30.6%. The increase is primarily due to an increase in client costs related to an increased patient count and the additional client costs incurred in the Boca Cove facility.

●

Salaries and wages were $4,306,520 and $1,444,773 for the six months ended June 30, 2025 and 2024, respectively, an increase of $2,861,747 or 198.1%. Salaries and wages includes $2,518,854 from the acquisition of the business of ERC. Salaries and wages from existing operations was $1,787,666 and $1,444,773 for the six months ended June 30, 2025 and 2024, respectively, an increase of $342,893 or 23.7% The increase is due to the acquisition of the Boca Raton facility which was fully staffed up and operational beginning January 2025 and an increase in advertising expenditure to attract customers to our facilities.

●

Rent expense was $1,506,915 and $539,262 for the six months ended June 30, 2025 and 2024, respectively, an increase of $967,653 or 179.4%. Rent expense includes $743,182 from the acquisition of the business of ERC. Rental expense from existing operations was $763,733 and $539,262 for the six months ended June 30, 2025 and 2024, respectively, an increase of $224,471 or 41.6%. The increase is primarily due to the additional rent incurred at the Boca Cove detox facility of $190,513 which was acquired in June 2024 and other rentals which escalated during the current period.

●

Professional fees were $775,813 and $455,682 for the six months ended June 30, 2025 and 2024, respectively, an increase of $320,131 or 70.3%. Professional fees includes $322,927 from the acquisition of the business of ERC. Professional fees from existing operations was $452,886 and $455,682 for the six months ended June 30, 2025 and 2024, respectively, a decrease of $2,796 or 0.6%. Professional fees include fees incurred for the acquisition of the Edgewater facility and in the prior period due to the acquisition of the non-controlling shareholders interest and the assets of the Boca Cove detox center.

●	Management fees were $120,000 and $0 for the six months ended June 30, 2025 and 2024, respectively, an increase of $120,000 or 100.0%. In the prior year, due to the performance of the Company, the CEO forfeited his management fee of $20,000 per month.

●

Depreciation and amortization expense was $399,486 and $223,292 for the six months ended June 30, 2025 and 2024, respectively, an increase of $176,194 or 78.9%. Depreciation and amortization includes depreciation and amortization from the acquisition of the business of ERC amounting to $153,628. Depreciation and amortization expense from existing operations was $245,858 and $223,292 for the six months ended June 30, 2025 and 2024, respectively, an increase of $22,566 or 10.1%. The increase is primarily due to additional deprecation incurred on assets acquired with the Boca Raton facility in June 2024.

Operating loss

The operating loss was $437,934 and $506,585 for the six months ended June 30, 2025 and 2024, respectively, a decrease of $68,651 or 13.6%. The decrease is due to the increase in revenue, primarily due to the acquisition of ARC and the increased revenue in our Florida locations, offset by an increase in operating expenses, as discussed in detail above.

Other income

Other income was $172,331 and $0 for the six months ended June 30, 2025 and 2024, respectively, an increase of $172,331 or 100.0%. The increase in other income was primarily related to management fees earned from Edgewater Recovery based on business profitability during the management period and an employee retention credit received from the federal government during the current period.

Interest income

Interest income was $1,685 and $1,098 for the six months ended June 30, 2025 and 2024, an increase of $587 or 53.5%. The interest income is interest earned on positive cash balances during the current period.

Interest expense

Interest expense was $617,703 and $200,100 for the six months ended June 30, 2025 and 2024, respectively, an increase of $417,603 or 208.7%. Included in interest expense is interest of $193,560 related to the acquisition of the business of ERC. Interest expense on the existing business was $424,143 and $200,100 for the six months ended June 30, 2025 and 2024, respectively, an increase of $224,043 or 112.0%, primarily due to an increase in interest expense related to default interest on letter of credit funding, additional interest on Series R promissory notes which were entered into during the period March to May 2024, and interest on promissory notes issued to acquire the assets of the Boca Raton facility and the non-controlling shareholders interest in the prior year.

Amortization of debt discount

Amortization of debt discount was $289,970 and $138,402 for the six months ended June 30, 2025 and 2024, respectively, an increase of $151,568 or 109.5%. Included in amortization of debt discount is amortization of $48,523 related to funding arrangements in Aria Kentucky. Amortization of debt discount in the existing business was $241,447 and $138,402, an increase of $103,045 or 74.5%. The amortization of debt discount relates primarily to short-term funding arrangements. In the current period the Company increased its funding arrangements to fund working capital requirements in both the Aria Kentucky operation and our Florida operations.

Foreign exchange movements

Foreign exchange movements were $(34,811) and $4,511 for the six months ended June 30, 2025 and 2024, respectively, representing the realized exchange gains and (losses) on monetary assets and liabilities settled during the current year as well as mark to market adjustments on monetary assets and liabilities reflected on the balance sheet and denominated in Canadian Dollars. The Dollar weakened against the Canadian Dollar during the current period, resulting in an unrealized loss on Canadian denominated assets.

Net loss before income taxes

Net loss before income taxes was $1,206,402 and $839,478 for the six months ended June 30, 2025 and 2024, respectively, an increase of $366,984 or 43.7%. The increase is primarily due to the increase in interest expense and amortization of debt discount, offset by the decrease in operating loss and other income, all discussed in detail above.

Taxation

Taxation was a credit of $25,766 and $0 for the six months ended June 30, 2025 and 2024, respectively, an increase of $25,766 or 100.0%. The taxation charge represents the deferred tax movement on the value of certain identifiable intangibles acquired from Edgewater.

Net loss

Net loss was $1,180,626 and $839,478 for the six months ended June 30, 2025 and 2024, respectively, an increase of $341,148 or 40.6%. The increase was primarily due to the increase in net loss before income taxes and the movement in taxation as discussed above.

Commitments and contingencies

The Company has commitments under operating and finance leases as follows:

Finance lease liability

The amount of future minimum lease payments under finance leases at ~~March~~June 3130, 2025 is as follows:

	Amount
Remainder of 2025	$	74,~~372~~915
2026		6,195
2027		1,707
	$	15,274
		12,817

Operating lease liability

The amount of future minimum lease payments under operating leases are as follows:

	Amount
Remainder of 2025	$	21,~~010~~340,~~187~~124
2026		2,688,015
2027		2,553,337
2028		2,230,672
2029		2,230,672
2029 and thereafter		19,069,434
Total undiscounted minimum future lease payments	$	30,782,317
		30,112,254

The Company also has commitments under convertible loans and short-term loans. If the convertible loans, as disclosed in note 1011, above are not converted they will need to be repaid.

Liquidity and Capital Resources

Cash used in operating activities was $73462,~~416~~759 and $~~105~~269,~~969~~920 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively, aan ~~decrease~~ increase of $32192,~~553~~839. Cash ~~generated~~used byin operating activities from the acquisition of the business of ERC was $~~130~~191,~~423~~638. The cash used in operating activities from the existing business was $~~203~~271,~~839~~121 and $~~106~~269,~~569~~920 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively, an ~~increase~~a decrease of $971,~~270~~201.

The ~~decrease~~increase is primarily due to the following:

● An increase in net loss of $~~510~~341,~~894~~148, as discussed under results of operations above.

● Offset by an increase in the movement of non-cash items of $~~440~~840,~~511~~978, primarily due to the movement in the right of use asset of $~~198~~435,~~106~~980, the movement in provision for credit losses of $103,012, which relates to the acquisition of the business of ERC, the movement in depreciation and amortization of $85176,~~015~~194 and the movement in amortization of debt discount of $66151,~~720~~568.

● Working capital movements ~~increased~~decreased by $~~102~~(692,~~936~~669) primarily due to aan ~~decrease~~increase in the ~~movement~~movements ofin accounts ~~payable~~receivable ~~and accrued liability balances~~ of $~~383~~(754,~~776~~413), an increase in ~~related~~the ~~party~~movement ~~accruals~~of operating lease liabilities of $47(401,~~758~~437), offset by athe ~~decrease~~increase in ~~operating~~the ~~liability~~ movement of accounts payable and accrued liabilities of $~~(178~~384,~~404)~~513 and ~~the~~an ~~movement~~increase in ~~accounts~~the ~~receivable~~movements ~~balances~~of related party accruals of $~~(180~~50,~~187)~~344.

36Cash used in investing activities was $54,759 and $1,007,273 for the six months ended June 30, 2025 and 2024, respectively. In the current period, we acquired the business of ERC for gross proceeds of $250,000 add back cash on acquisition of $299,492, resulting in a net cash generated on acquisition of $49,492. In the current period we invested in property and equipment post-acquisition of ERC of $78,820 and deposits related to properties leased from third parties and certain new utility deposits of $25,431. In the prior period we paid $625,000 for the acquisition of the minority interest in ATHI, a further $240,000 for the acquisition of the assets of Boca Cove Detox and a further $83,393 for the assumption of the real property deposit on the Boca Cove facility. Property and equipment purchased during the prior period was $58,880.

Cash provided by ~~investing~~financing activities was $12693,~~152~~373 and ~~cash used in investing activities was~~ $521,~~462~~254,820 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024~~, respectively~~. InDuring the current period, we ~~acquired~~raised ~~the~~$1,556,375 ~~business~~from offunding ~~ERC~~arrangements ~~for~~and ~~gross~~repaid ~~proceeds~~$1,076,921, a net movement of $~~250~~479,~~000~~454, ~~add~~we ~~back~~received ~~cash~~an onadditional ~~acquisition~~bank loan of $~~299~~300,~~492~~000 and $240,000 ~~resulting~~from inthe aissuance ~~net~~of ~~cash~~two ~~generated~~promissory onnotes ~~acquisition~~to investors. We repaid assumed liabilities of $49159,~~492.~~085, Inshort ~~the~~term notes ~~current~~of ~~period~~$89,877, wepromissory ~~invested~~notes inof ~~property~~$70,000, and ~~equipment post-acquisition~~received ofproceeds ~~ERC~~from related parties of $1231,~~627~~000 during the current period. In the prior period the Company received $1,732,000 and ~~deposits~~repaid ~~related~~$(570,000) toof ~~properties~~short-term ~~leased~~notes ~~from~~and ~~third~~received ~~parties~~$295,000 and ~~certain~~repaid ~~new~~$232,733 ~~utility~~from funding ~~deposits~~arrangements, ofin addition $2452,~~713~~215 was received from related parties.

~~Cash~~Over ~~provided~~the bynext ~~financing~~twelve ~~activities~~months ~~was~~we ~~$26,566~~estimate ~~and~~that ~~$238,014 for~~ the ~~three~~Company ~~months~~will ~~ended~~require ~~March~~approximately ~~31, 2025 and 2024~~$1.5 ~~During~~million ~~the~~in ~~current~~working ~~period, we~~capital ~~raised~~as ~~$667,875~~it ~~from~~continues ~~receivables~~to ~~funding~~develop its Florida and ~~repaid~~Kentucky ~~$486,509,~~operations. aWe ~~net~~are ~~movement~~also ofexploring ~~$181,366,~~several weother ~~repaid~~treatment ~~assumed~~center ~~liabilities~~options ~~of $76,172~~ and ~~bank~~sources ~~loans~~ of ~~$25,000,~~patients ~~both~~throughout ~~related to~~ the country. ~~acquisition~~The ofCompany ~~the~~may ~~business~~have ofto ~~ERC,~~raise aequity ~~further~~or ~~$30,000~~secure ondebt. ~~the~~There ~~promissory~~is ~~note~~no ~~due~~assurance onthat the ~~acquisition~~ ofCompany ~~the~~will ~~minority~~be ~~shareholders~~successful ~~interest~~with offuture ~~ATHI~~financing ventures, and athe ~~net~~inability ~~repayment of $21,429~~ to ~~related~~secure ~~parties.~~such ~~During~~financing ~~the~~may ~~prior~~have ~~period we~~a ~~raised~~material ~~funding~~adverse ~~from~~effect ~~promissory notes of $302,000 and $87,898 from related parties, offset by~~ on the Company’s ~~repayment~~financial ~~of receivables funding of $146,067~~condition.

Over the next twelve months we estimate that the Company will require approximately $0.5 million in working capital as it continues to develop its Florida and Kentucky operations. We are also exploring several other treatment center options and sources of patients throughout the country. The Company may have to raise equity or secure debt. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. 38

Going Concern

Our unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that we will be able to meet our obligations and continue our operations in the normal course of business. At ~~March~~June 3130, 2025, we had a working capital deficiency of $1112.72 million, and total liabilities in excess of assets in the amount of $8.36 million. We believe that current available resources will not be sufficient to fund our planned expenditures over the next 12 months. Accordingly, we will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs. If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, through debt covenants or other restrictions. If we obtain additional funds through arrangements with collaborators or strategic partners, we may be required to relinquish our rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on our financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Recently Issued Accounting Pronouncements

The recent Accounting Pronouncements are fully disclosed in note 2 to our unaudited condensed consolidated financial statements.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying unaudited condensed consolidated financial statements.

Off balance sheet arrangements

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

Inflation

The effect of inflation on our revenue and operating results was not significant.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of ~~March~~June 3130, 2025 are not effective due to a lack of written policies and procedures to address all material transactions and developments impacting our financial statements.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fiscal quarter ended ~~March~~June 3130, 2025. Our management is committed to improving our controls and procedures by, among other matters, continuing to consider and adopt appropriate policies and procedures to address all material transactions and developments impacting our financial statements. However, our management does not expect that our disclosure controls and procedures and our internal control processes, even if improved, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

3839

PART II

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 2. Unregistered sales of equity securities and use of proceeds

Unregistered sales of equity securities

~~On February 18, 2025 we cancelled 2,770,000 shares of common stock under the control of our CEO, Mr~~None. ~~Leon.~~

Use of proceeds from public offerings of common stock

None.

Item 3. Defaults upon senior securities

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits

Exhibit No.	Description

10.1	Letter of Intent, dated July 8, 2024, by Ethema Health Corporation and Edgewater Health Centers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 12, 2024)

10.2	Securities Purchase Agreement, dated July 12, 2024, by Ethema Health Corporation and Shawn Leon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 12, 2024)

10.3	Asset Purchase Agreement, dated July 12, 2024, by ARIA Kentucky, LLC, Edgewater Health Centers, LLC and John David Elam (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 29, 2024)

31.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *

32.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002*

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline Taxonomy Extension CAL XBRL Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* filed herewith

3940

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ETHEMA HEALTH CORPORATION

Date: ~~October~~November 173, 2025

By: /s/ Shawn E. Leon.

Name: Shawn E. Leon

Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

4041

Filing Compare · ETHEMA HEALTH Corp