01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:05
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 9, 2025, certain stockholders (the "Majority Stockholders") of Ethema Health Corporation (the "Company") took action by written consent ("Written Consent"). As of such date, the Majority Stockholders held of approximately 53.3% of the total voting power of the stockholders of the Company (including holders of a majority of the voting power of the outstanding common stock and a majority of the voting power of the outstanding Series A Preferred Stock voting as a separate class). The Written Consent provided that the Company is authorized to: (1) adopt amended and restated Articles of Incorporation to effect an increase in the number of authorized shares of Preferred Stock, par value $0.01 per share from Ten Million (10,400,000) shares, of which Ten Million (10,000,000) have been designated as Series A Preferred Stock, and Four Hundred Thousand (400,000) have been designated as Series B Preferred Stock and are no longer outstanding, to Thirty Million (30,000,000) shares of Preferred Stock, (2) amend the Articles of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of 1-for-1,000 to 1-for-5,000 (the "Range"), with the ratio within such Range to be determined at the discretion of the Company's Board of Directors, subject to the authority of the Board of Directors to abandon such amendment; and (3) amend the Articles of Incorporation to delete Article XIII thereof, entitled "Voting of Shareholders", which requires the vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon to approve any action by the Company's stockholders.
The Company intends to prepare and file a preliminary and definitive Schedule 14C Information Statement (the "Information Statement") with the Securities and Exchange Commission regarding the Written Consent. None of the actions approved by the Written Consent may be taken earlier than 20 calendar days after the Company has mailed the Information Statement to stockholders.