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ACQUISITION

9 Months Ended

Sep. 30, 2025

ACQUISITION

ACQUISITION

5.   ACQUISITION

Effective as of December 9, 2024, the Company completed the acquisition of Greenbrook whereby the Company acquired all of the issued and outstanding common shares of Greenbrook, which became a wholly owned subsidiary. The results of operations and financial position of Greenbrook are included in the Company’s consolidated financial statements from the date of acquisition.

The allocation of the purchase price to the assets acquired and liabilities assumed was based on preliminary information and is subject to further adjustment within the measurement period.

In accordance with the acquisition method of accounting for a business combination, the purchase price of $38.8 million was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition as follows (in thousands, except share data):

​	​	​	​
Consideration transferred:	​	​	​
Common stock	​	$	29,101
Cash consideration	​	​	4,175
Settlement of preexisting relationships	​	​	5,538
Total consideration transferred		$	38,814
​	​	​	​
Assets acquired and liabilities assumed at fair value:	​	​	​
Cash and Cash Equivalents	​	$	622
Restricted Cash	​	​	1,000
Accounts Receivable	​	​	5,429
Prepaid Expenses and Other Assets	​	​	1,792
Property and Equipment	​	​	4,561
Intangible Assets	​	​	19,690
Operating Right of Use Asset	​	​	24,835
Accounts Payable and Accrued Expenses	​	​	(11,554)
Other Payables	​	​	(671)
Deferred and Contingent Consideration	​	​	(1,000)
Operating Lease Liabilities	​	​	(24,442)
Total identifiable net assets		$	20,262
​	​	​	​
Non-controlling interest	​	​	(4,112)
​	​	​	​
Fair value of net assets acquired less noncontrolling interests acquired	​	$	16,150
​	​	​	​
Goodwill	​	​	22,664
​	​	​	​
​		$	38,814

​

During the period ended September 30, 2025, the Company recorded additional measurement period adjustments of $0.49 million increase to the fair values of liabilities assumed, $3.41 million adjustment to accounts receivable, $0.13 million adjustment to prepaid expenses and other current assets. Total measurement period adjustments to goodwill recognized through September 30, 2025 were $4.03 million. These adjustments reflect new information about facts and circumstances that existed as of the acquisition date. The Company continues to evaluate and finalize the fair values of the assets acquired and liabilities assumed within the measurement period.

Unaudited Pro Forma Financial Information

The following table reflects the pro forma operating results for the Company, which gives effect to the acquisition of Greenbrook as if it had occurred on January 1, 2024. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of future results. The pro forma financial information includes the historical results of the Company and Greenbrook with eliminations for all intercompany transactions and excludes the effects of any synergies or cost reduction initiatives related to the acquisition of Greenbrook.

​

​	​	​	​	​	​
​	Unaudited Pro Forma
​	three months ended September 30,		​	nine months ended September 30,
​	2024			2024
Revenue	$	35,210	​	$	102,330
Net loss	$	(22,155)	​	$	(57,562)

​

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- References

No definition available.

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- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-5

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent

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