UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[x] |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
GREENESTONE HEALTHCARE CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box): |
[x] |
No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | | Title of each class of securities to which transaction applies: |
(2) | | Aggregate number of securities to which transaction applies: |
(3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | | Proposed maximum aggregate value of transaction: |
[ ] | | Fee paid previously with preliminary materials. |
[ ] | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
(1) | | Amount Previously Paid: __________________________________________________ |
(2) | | Form, Schedule or Registration Statement No.: _________________________________ |
(3) | | Filing Party: _____________________________________________________________ |
(4) | | Date Filed: ______________________________________________________________ |
GREENESTONE HEALTHCARE CORPORATION
5734 Yonge Street, Suite 300
North York, Ontario, Canada M2M 4E7
Tel.: (416) 222-5501
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on August 31, 2015
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting
of Stockholders (the “Meeting”) of Greenestone Healthcare Corporation (“we,” “us,” “our,”
the “Company” or “GreeneStone”), a Colorado corporation, will be held at our executive offices located
at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, on Monday, August 31, 2015, at 10 a.m., Eastern Standard
Time, for the following purposes:
(1) | | To ratify the selection of RBSM LLP as our independent registered public accounting
firm for the year ending December 31, 2015; |
(2) | | To approve the acquisition of real estate property currently leased by the Company
at the Company’s Muskoka addiction treatment center; and |
(3) | | To transact such other business as may properly come before the Meeting or any adjournments
or postponements thereof. |
These items of business are more fully described
in the Proxy Statement accompanying this notice. Only holders of record of our common stock (the “Common Stock”) at
the close of business on May 18, 2015 (the “Record Date”), will be entitled to notice of the Meeting or any adjournments
or postponements thereof. Each share of Common Stock is entitled to one vote at the Meeting. The names of stockholders of record
entitled to vote at the Meeting will be available at the Meeting and for ten days before the Meeting for any purpose germane to
the Meeting, at our principal executive offices at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, by contacting
our Secretary.
Whether you plan to attend the meeting in
person or not, it is important that you read the Proxy Statement and follow the instructions on your proxy card to vote by mail,
or telephone. This will ensure that your shares are represented and will save us additional expenses of soliciting proxies.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON AUGUST 31, 2015
In accordance with rules approved by the U.S.
Securities and Exchange Commission, the rules allow companies to provide access to proxy materials in one of two ways. Because
we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders
under the “traditional” method, by providing paper copies. Our transfer agent does not have capability to post our
proxy materials on a publicly accessible website.
Our Proxy Statement and proxy are enclosed
along with our Annual Report on Form 10-K for the year ended December 31, 2014, which is being provided as our Annual Report to
Stockholders.
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By Order of the Board of Directors: |
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/s/ Shawn E. Leon |
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Shawn E. Leon |
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Chief Executive Officer, Director |
North York, Ontario, Canada |
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July 28, 2015 |
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YOUR VOTE IS IMPORTANT. IN ORDER TO ASSURE YOUR REPRESENTATION
AT THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
GREENESTONE HEALTHCARE CORPORATION
5734 Yonge Street, Suite 300
North York, Ontario, Canada M2M 4E7
Tel.: (416) 222-5501
PROXY STATEMENT
General
This Proxy Statement is furnished in connection
with the solicitation by the Board of proxies to be voted at the Meeting to be held at 10:00 a.m., Eastern Standard Time, on Monday,
August 31, 2015, at our executive offices located at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7,
and at any adjournments or postponements thereof.
A copy of our Annual Report on Form 10-K for
the period ended December 31, 2014, is enclosed with these materials. Upon written request, we will provide each stockholder being
solicited by this Proxy Statement with a copy, free of charge, of any of the documents referred to in this Proxy Statement. All
such requests should be directed to Greenestone Healthcare Corporation, 5734 Yonge Street, Suite 300, North York, Ontario, Canada
M2M 4E7; Attention: Secretary.
The Meeting has been called to consider and
take action on the following proposals:
(1) | | To ratify the selection of RBSM LLP as our independent registered public accounting
firm for the year ending December 31, 2015; |
(2) | | To approve the acquisition of real estate property currently leased by the Company
at the Company’s Muskoka addiction treatment center; and |
(3) | | To transact such other business as may properly come before the Meeting or any adjournments
or postponements thereof. |
Our principal executive office is located
at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, and our telephone number is (416) 222-5501. The approximate
date on which this Proxy Statement and the proxy card are first being sent or given to stockholders is August 10, 2015.
Record Date and Shares Outstanding
Stockholders of record at the close of business
on May 18, 2015 (the “Record Date”), are entitled to notice of the meeting. At the Record Date, 44,604,439 shares
of our common stock (the “Common Stock”) were outstanding and entitled to vote at the Meeting.
Revocability of Proxies
You can revoke your proxy at any time before it is exercised by timely delivery of a
properly executed, later-dated proxy (including a telephone vote), by delivering a written revocation of your proxy to our Secretary,
or by voting at the Meeting. The method by which you vote by proxy will in no way limit your right to vote at the Meeting if you
decide to attend in person. If your shares are held in the name of a bank or brokerage firm, you must obtain a proxy, executed
in your favor, from the bank or broker, to be able to vote at the Meeting.
Voting Rights
Only holders of record of Common Stock at
the close of business on the Record Date are entitled to notice of and vote at the Meeting. Each share of Common Stock is entitled
to one vote on all matters to be voted upon at the Meeting. The presence, in person or by proxy, of the holders of a majority
of the outstanding shares of Common Stock on the Record Date will constitute a quorum for the transaction of business at the Meeting
and at any postponement or adjournment thereof.
Broker Non-Votes
If you do not give instructions to your bank
or broker within ten days of the Meeting, it may vote on matters that the New York Stock Exchange, or NYSE, determines to be “routine,”
but will not be permitted to vote your shares with respect to “non-routine” items. Under the NYSE rules, the ratification
of the appointment of our independent auditors (Proposal 1) is a routine matter, while the acquisition of real estate (Proposal
2) is a non-routine matter. When a bank or broker has not received instructions from the beneficial owners or persons entitled
to vote and the bank or broker cannot vote on a particular matter because it is not routine, then there is a “broker non-vote”
on that matter. Broker non-votes will not be counted as votes “for” or “against” any proposal, but will
be counted in determining whether there is a quorum for the Meeting. We strongly encourage you to submit your voting instructions
and exercise your right to vote as a stockholder.
Questions and Answers
Q. Why
am I receiving these materials?
We have provided you these proxy materials
because our Board of Directors is soliciting your proxy to vote at our 2015 Annual Meeting of Stockholders (the "Meeting"),
which is to be held on Monday, August 31, 2015 at 10 a.m. (Eastern Standard Time), or at any adjournments or postponements thereof,
for the purposes set forth in this Proxy Statement. You are invited to attend the Meeting to vote on the proposals described in
this Proxy Statement. However, you do not need to attend the Meeting to vote your shares.
If you have received a printed copy of these
materials by mail, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy
over the telephone.
Q. What
am I voting on?
You are voting on the following matters:
1. | | Ratification of the selection of RBSM LLP as our independent registered public accounting
firm for the year ending December 31, 2015. |
2. | | Approval of the Company acquiring the real property that it currently leases at the
Muskoka addiction treatment center. |
3. | | Such other business as may properly come before the Meeting or any adjournments or
postponements thereof. |
Q. Who
is entitled to vote?
Only stockholders of record of Common Stock
at the close of business on the Record Date are entitled to vote shares held by such stockholders on that date at the Meeting.
Each share of Common Stock is entitled to one vote at the Meeting.
Q. How
do I vote?
Vote by Mail: Stockholders of record (that is, if you hold your stock in your
own name) may sign and date the proxy card you receive and return it in the enclosed stamped, self-addressed envelope.
Vote by Telephone: If you are a stockholder
of record, you may vote by telephone by following the instructions on your proxy card. The telephone number is toll-free, so voting
by telephone is at no cost to you. If you vote by telephone, you do not need to return your proxy card. The number is (800) 785-PSTC.
Vote in Person: Sign and date the proxy
you receive and return it in person at the Meeting.
If your shares are held in the name of a bank,
broker or other holder of record (i.e., in "street name"), you will receive instructions from the holder of record that
you must follow in order for your shares to be voted. Telephone voting will be offered to stockholders owning shares through most
banks and brokers.
If you vote by telephone, you do not have
to mail in your proxy card. If you wish to attend the Meeting in person, however, you will need to bring the proxy card with you.
Telephone voting is available 24 hours a day. Votes submitted by telephone must be received by 11:59 p.m. (Eastern Standard Time)
on August 31, 2015.
Q. Can
I access the proxy materials and annual report electronically?
This Proxy Statement, the proxy card, and
our Annual Report on Form 10-K for the period ended December 31, 2014, are not available on the website. Our transfer agent
will have the ability in the future for you to access our proxy materials electronically.
Q. Can
I change my vote or revoke my proxy?
Yes. You may change your vote or revoke your
proxy at any time before the proxy is exercised. If you submitted your proxy by mail, you must (a) file with the Secretary a written
notice of revocation or (b) timely deliver a valid, later-dated proxy. If you submitted your proxy by telephone, you may change
your vote or revoke your proxy with a later telephone proxy. Attendance at the Meeting will not have the effect of revoking a
proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot
at the Meeting.
Q. How
are proxies voted?
All valid proxies received prior to the Meeting
will be voted. All shares represented by a proxy will be voted and, where a stockholder specifies by means of the proxy a choice
with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions.
Q. What
is the process for admission to the Meeting?
If you are a record owner of your shares,
you must show government issued identification. Your name will be verified against the stockholder list. If you hold your shares
through a bank, broker or trustee, you must also bring a copy of your latest bank or broker statement showing your ownership of
your shares as of the Record Date.
Q. What
constitutes a quorum?
The presence at the Meeting, in person or
by proxy, of the holders of a majority of the shares of Common Stock outstanding on the Record Date will constitute a quorum.
On the Record Date, there were 44,604,439 outstanding shares of Common Stock entitled to vote at the Meeting. Abstentions and
broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. If a quorum is not present,
the Meeting will be adjourned until a quorum is obtained.
Q. What
vote is required to approve each item?
The affirmative vote of a plurality of the votes cast at the meeting by stockholders
entitled to vote thereon is required for the election of directors; only votes “FOR” or “WITHHELD” will
affect the outcome. For the proposal to ratify the selection of RBSM LLP, and any proposal to adjourn the Meeting, the affirmative
vote of a majority of the votes cast by stockholders entitled to vote thereon and who are present in person or represented by
proxy at the Meeting will be required.
Q. How
do I vote if I hold my shares in "street name"?
If you are a beneficial owner of shares registered
in the name of your broker, bank, or other agent, you should have received a voting card and voting instructions with these proxy
materials from that organization rather than from the Company. Your bank or broker may permit you to vote your shares electronically
by telephone or on the Internet. A large number of banks and brokerage firms participate in programs that offer telephone and
Internet voting options. If your shares are held in an account at a bank or brokerage firm that participates in such a program,
you may vote those shares electronically by telephone or on the Internet by following the instructions set forth on the voting
form provided to you by your bank or brokerage firm.
These Internet and telephone voting procedures
are designed to authenticate stockholders' identities, allow stockholders to vote their shares and confirm that stockholders'
votes have been recorded properly. Stockholders voting via either telephone or the Internet should understand that there may be
costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must
be borne by the stockholder using such services. Also, please be aware that the Company is not involved in the operation of these
voting procedures and cannot take responsibility for any access, Internet or telephone service interruptions that may occur or
any inaccuracies, erroneous or incomplete information that may appear.
Q. What
happens if I do not instruct my broker how to vote on the proxy?
If you do not instruct your broker how to
vote, your broker will vote your shares for you at his or her discretion on routine matters such as the ratification of auditors.
Q. May
I attend the annual meeting if I hold my shares in "street name"?
As the beneficial owner of shares, you are
invited to attend the Meeting. If you are not a record holder, however, you may not vote your shares in person at the Meeting
unless you obtain a proxy, executed in your favor, from the record holder of your shares.
Q. What
are the recommendations of the Board of Directors?
The Board of Directors unanimously recommends
that the stockholders vote:
• | | FOR ratification of the selection of RBSM LLP as our independent registered public
accounting firm for the year ending December 31, 2015; |
• | | FOR approval of the acquisition of the real estate property that the Company currently
leases at its Muskoka addiction treatment center. |
With respect to any other
matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or, if no recommendation
is given, in their own discretion.
PROPOSAL 1
RATIFICATION OF THE SELECTION OF RBSM
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.
The Company does not currently have an audit
committee. The Board pre-approves all services provided by our independent auditors and otherwise performs the functions of an
audit committee. The Company does not believe that not having an audit committee will have any adverse effect on the Company’s
financial statements or current operations. The Company’s management will assess whether an audit committee may be necessary
in the future. The Board has selected the independent registered public accounting firm of RBSM LLP for the purpose of auditing
and reporting upon the financial statements of the Company for the year ending December 31, 2015. Neither the firm, nor any
of its members has any direct or indirect financial interest in the Company. RBSM LLP has been employed by us to audit our financial
statements since June, 2014.
While the Board is responsible for the appointment,
compensation, retention and oversight of the independent registered public accounting firm, our Board is requesting, as a matter
of policy, that the stockholders ratify the appointment of RBSM LLP as our independent registered public accounting firm. If the
stockholders do not ratify the selection, the Board may investigate the reasons for stockholder rejection and may consider whether
to retain RBSM LLP or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is
ratified, the Board in their discretion may direct the appointment of a different independent registered public accounting firm
at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
A formal statement by representatives of RBSM LLP is not planned for the Meeting. However, representatives of RBSM LLP are expected
to be present at the Meeting and will be available to respond to appropriate questions by stockholders.
Audit Fees
The following table sets forth fees billed
to us by RBSM LLP, our independent registered public accounting firm during the year ended December 31, 2014 for: (i) services
rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services
by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of
our financial statements and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax
advice and tax planning; and (iv) all other fees for services rendered, including review of registration statements that the Company
filed with the SEC and similar matters.
| |
Fiscal 2014 |
Audit Fees | |
$ | 82,531 | |
Audit Related Fees | |
| — | |
Tax Fees | |
| — | |
All Other Fees | |
| — | |
Total Fees | |
$ | 82,531 | |
Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
All fees reported in the table above under
the headings Audit fees and expenses, Audit-related fees and expenses, Tax fees and All other fees were approved by the entire
Board functioning as the audit committee, before the respective services were rendered, which concluded that the provision of
such services was compatible with the maintenance of the independence of the firm providing those services in the conduct of its
auditing functions.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR”
THE RATIFICATION OF THE SELECTION OF
RBSM LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE YEAR ENDING DECEMBER 31, 2015.
PROPOSAL 2
APPROVAL OF THE ACQUISITION OF THE COMPANY’S
MUSKOKA TREATMENT CENTER PROPERTY.
The Company currently leases the property
at its Muskoka Treatment Center and intends to acquire this real estate property. The property encompasses approximately 50,000
square feet of buildings on 43 acres and is adjacent to Lake Muskoka in Ontario. The property has 11 separate buildings, including
five detox suites, 29 residential suites, staff cottages with 13 individual bedrooms, a self-contained fitness center, kitchen
and dining facilities, and several meeting and therapy rooms. Additional facilities include an indoor and outdoor pool, a tennis
court, a volleyball court, a running track and nature trails.
The purchase price for the property is CAD$7,500,000.00
and is being funded by a Vendor Take-Back mortgage of CAD$5,500,000.00 at 8.0% and the issuance of two million shares of Series
A Preferred Stock (the “Preferred
Stock”) which is convertible into 50,000,000
shares of common stock. The Company expects this deal to close in the third quarter of this year.
The Company will seek to replace the Vendor
Take-Back mortgage as soon as possible with a lower-rate commercial mortgage and potentially increase the amount of the mortgage
in order to provide extra cash for the Company. Any increase in the $5,500,000.00 collateral against the property will be subject
to approval from the Company’s preferred stockholders anytime while shares of the preferred stock are outstanding. Cranberry
Cove Holdings Ltd. (“CCH”) is the owner of the property and it, and some of its lenders will be the recipient of the
Preferred Stock. CCH is owned by the Company’s current CEO. The purchase price is supported by a bonafide appraisal.
Board Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR”
THE ACQUISITION OF THE MUSKOKA TREATMENT
ADDICTION CENTER.
EXECUTIVE OFFICERS
The names, ages, principal occupations during
the past five years, and certain other information with respect to our executive officers are shown below as of the Record Date.
To the extent that any named executive officer is also serving as a member of the Board, then such named executive officer’s
biography is set forth under “Information Regarding Board of Directors” above.
Our executive officers are appointed by the
Board.
Name | |
Age | |
Principal Occupation |
Shawn E. Leon | |
| 56 | | |
Chief Executive Officer, President of the Company and Director |
William L. Sklar | |
| 67 | | |
Chief Financial Officer |
Shawn E. Leon. Shawn E. Leon has been an officer and director of the Company
since November 2010 and served as the President of the Company’s subsidiaries at all times. In April 2011, Mr. Leon was
appointed as the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Leon held the role of President of
Greenestone Clinic Inc., Leon Developments Ltd, Port Carling Inn Developments Ltd., 1871 at the Locks Developments Ltd. and JLeon
Developments Ltd. since 2008, 2008, 2008, 2008 and 2006, respectively. Mr. Leon graduated with Honors in Business Administration,
Wilfrid Laurier University in 1982. Mr. Leon was elected to the Board because of his prior management experience.
William L. Sklar. Mr. Sklar has 25 years of experience as an advisor and consultant
in the corporate and financial markets. From 1988 until the present, Mr. Sklar served as Director and President of Willmar Management
Corporation, where he provided management, financial and administrative counsel to private and public companies within the United
States, Canada and the United Kingdom. Since 2008, he has serviced as Chief Financial Officer and Director for various U.S. public
companies, including TrinityCare Senior Living, which operates retirement homes, Arrayit, Inc., a biomedical company, Pathogenics,
a drug research company, and PaperFree Medical Solutions, Inc., an electronic medical records company. He served as a director
and Vice Chairman of the Metro Toronto Housing Authority, a Provincial Federal board overseeing 32,000 income rental units in
Toronto, from 1983 to 1989.
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information,
as of the Record Date (the “Table Date”), regarding beneficial ownership of the Common Stock to the extent known to
us, by (i) each person who is a director or a nominee for director; (ii) each named executive officer in the Summary
Compensation Table; (iii) all directors and named executive officers as a group; and (iv) each person who is known by us
to be the beneficial owner of 5% or more of the outstanding Common Stock. Except as otherwise noted, each person has sole voting
and investment power as to his
or her shares. The share numbers and percentages in the table below are based on 44,604,439
shares of Common Stock outstanding.
Directors | |
Shares Beneficially Owned (1)(2) | |
Percent (3) |
Shawn E. Leon | |
| 6,714,120 | (4) | |
| 14.2 | |
Other Named Officers | |
| | | |
| | |
William L. Sklar | |
| 480,000 | (5) | |
| 1.0 | |
Other Beneficial Owners | |
| | | |
| | |
Irwin Zalcberg | |
| 9,899419 | (6) | |
| 20.1 | |
All directors and named officers as a group (4 persons) | |
| 7,694,120 | (7) | |
| 16.1 | |
(1) | | This percentage is based on 44,604,439 shares of common stock outstanding as of May
18, 2015. |
(2) | | As used in this table, “beneficial ownership” means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e.,
the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed,
as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60
days of April 10, 2015. |
(3) | | Based on 44,604,439 shares of common stock outstanding as of May 18, 2015, and including
those shares beneficially owned by the Company’s officers and directors, respectively, as described below. |
(4) | | This total includes 1,150,000 shares of common stock held by Eileen Greene, spouse
of Shawn Leon, 1,150,000 warrants to purchase common stock also held by Eileen Greene and 2,687,300 shares of common stock held
by Greenestone Clinic, Inc., which is controlled by Mr. Leon. |
(5) | | Consists solely of shares of commons stock issuable upon the exercise of a stock option. |
(6) | | This total includes 7,746,139 shares of common stock held by Irwin L. Zalcberg Profit
Sharing Plan, 2,000,000 shares of common stock issuable upon the exercise of warrants owned by Irwin L. Zalcberg Profit Sharing
Plan and 1,000,000 shares of common stock issuable upon the exercise of warrants owned by Irwin Zalcberg. |
(7) | | Includes 1,150,000 shares of common stock issuable upon the exercise of a warrant
and 480,000 shares of commons stock issuable upon the exercise of a stock option. |
EXECUTIVE COMPENSATION
Summary Compensation Table
The Company’s Chief Executive Officer
has received convertible notes for some of his compensation during the Company’s fiscal year ended December 31, 2013. There
have been no annuity, pension or retirement benefits paid to our officers or directors during the past two fiscal years. We currently
do not have an employment agreement with the Company’s Chief Executive Officer but we have an employment agreement with
our Chief Financial Officer.
On November 1, 2014, the Company entered into
an employment agreement with William L. Sklar, our Chief Financial Officer. Pursuant to this employment agreement, Mr. Sklar is
entitled to a salary of Eighteen Thousand Canadian Dollars (CAD$18,000) per annum (approximately USD$16,000 per annum) and he
received an option exercisable to purchase 480,000 shares of common stock of the Company at an exercise price of $0.12. The stock
option will vest at the rate of 40,000 shares per month, contain a cashless exercise provision and will expire on October 31,
2019. Mr. Sklar is subject to a two year non-compete and non-solicitation clause under his employment agreement. Mr. Sklar’s
employment agreement does not provide for any payments upon a change of control.
The table below summarizes all compensation awarded to, earned by, or paid to each named
executive officer for our last two completed fiscal years for all services rendered to us.
Name and Principal Position | |
Year | |
Salary ($) | |
Bonus ($) | |
Stock Awards ($) | |
Option Awards ($)(1) | |
Non-Equity Incentive Plan Compensation ($) | |
All Other Compensation ($) | |
Total ($) |
J. Shawn E. Leon | |
| 2014 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
— |
President and Chief Executive Officer | |
| 2013 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
— |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
William L. Sklar (2) | |
| 2014 | | |
$ | 3,879 | | |
| | | |
| — | | |
| 20,844 | | |
| — | | |
| — | | |
$24,723 |
Chief Financial Officer | |
| 2013 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| — | | |
$— |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Ken Lorimer (3) | |
| 2014 | | |
$ | 56,892 | | |
| | | |
| — | | |
| — | | |
| — | | |
| — | | |
$56,892 |
former Chief Financial Officer (2) | |
| 2013 | | |
| — | | |
| | | |
| — | | |
| — | | |
| — | | |
| — | | |
$— |
(1) | | This represents compensation taken in the form of convertible notes as commissions
for raising financing for the Company. |
(2) | | William L. Sklar was appointed as the Company’s Chief Financial Officer of the
Company on October 31, 2014. |
(3) | | Ken Lorimer resigned from his position as the Company’s Chief Financial Officer
of the Company on October 31, 2014. |
Outstanding Equity Awards at Fiscal Year-End
There were no equity awards issued to executive
officers during the fiscal year ended December 31, 2014, except for an option for 480,000 grants to William L. Sklar under his
employment agreement. The Company has the 2013 Stock Option Plan covering the issuance of stock options and Series B Preferred
Stock (which is convertible into share of its common stock) of which there are 9,520,000 shares available for future grants.
Information regarding equity compensation
plans is set forth in the table below:
Plan Category | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | |
Weighted average exercise price of outstanding options, warrants and rights (b) | |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
Equity compensation plans approved by security holders | |
| 480,000 | | |
$ | 0.12 | | |
| 9,520,000 | |
Equity compensation plans not approved by security holders | |
| 300,000 | | |
$ | 0.003333 | | |
| -0- | |
TOTAL | |
| -0- | | |
| -0- | | |
| 9,520,000 | |
Compensation of Directors
The following summary compensation table sets
forth all compensation awarded to, earned by, or paid to the named directors by us during the year ended December 31, 2014:
| Director | | |
Fees Earned or Paid in Cash ($) | |
Stock Awards ($) | |
Option Awards ($) | |
Non-Equity Incentive Plan Compensation ($) | |
Nonqualified Deferred Compensation Earnings | |
All Other Compensation ($) | |
| Total ($) | |
Shawn E. Leon | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Dr. Luke Fazio | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Michael Howlett | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Directors, named executive officers and beneficial
owners of more than 10% of our Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934 and related regulations
to file ownership reports on Forms 3, 4 and 5 with the SEC and the principal exchange upon which such securities are traded or
quoted and to furnish us with copies of the reports.
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
Certain Relationships and Related Transactions
To our knowledge, other than (i) compensation for services as executive officers
and directors; (ii) the acquisition of the Muskoka Treatment Center described above or (iii) as set forth below, there were
no material transactions, or series of similar transactions, during the fiscal year ended December 14, 2014, or any currently
proposed transactions, or series of similar transactions, to which we were or were to be a party, in which the amount involved
exceeds the lesser of (a) $120,000 or (b) one percent of the average of our total assets at the end of our last two completed
fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially
more than 5% of any class of the Common Stock, or any member of the immediate family of any of the foregoing persons, has an interest.
On October 31, 2014, our chief financial officer,
William L. Sklar received Incentive Stock Option plan for the option to purchase 480,000 shares of common stock at an exercise
of $0.12 per share expiring on October 31, 2019. A Form 3 was filed on October 31, 2014, describing the transaction.
Review, Approval and Ratification of Transactions
with Related Persons
We do not have an Audit Committee, but our
Board of Directors are responsible for reviewing, approving or ratifying all transactions between us and any related person. Related
persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family
members. In evaluating related person transactions, our directors will approve a related person transaction when, in its good
faith judgment, the transaction is in the best interest of the Company.
GENERAL
Other Matters at the Annual Meeting
We know of no other matters
to be submitted at the Meeting. If any other matter properly comes before the Meeting, including without limitation a proposal
to adjourn the Meeting if we deem it necessary to solicit additional proxies, it is the intention of the persons named in the
enclosed proxy to vote the shares they represent as the board of directors may recommend. By submitting your proxy, you grant
discretionary authority with respect to such other matters.
Stockholder Proposals for the next Annual
Meeting of Stockholders
To be considered for inclusion in next year’s proxy materials pursuant to
Rule 14a-8 of the SEC, your proposal must be submitted in writing by April 4, 2016, to our Corporate Secretary at 5734 Yonge
Street, Suite 300, North York, Ontario, Canada M2M 4E7. In addition, if we are not notified by such date of a proposal to be
brought before the 2015 annual meeting by a stockholder, then proxies held by management may provide the discretion to vote
against such proposal even through it is not discussed in the proxy statement for such meeting. If you wish to submit a
proposal to be presented at next year’s annual meeting (that will not be included in next year’s proxy materials)
or nominate a director, your proposal or nomination generally must be submitted in writing to the same address no later than
April 4, 2016, but no earlier than March 4, 2016. You are also advised to review the Company’s Bylaws, which contain
additional requirements about advance notice of stockholder proposals and director nominations.
Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for
the period ended December 31, 2014, is enclosed with these materials. Upon written request, we will provide each stockholder being
solicited by this Proxy Statement with a copy, free of charge, of any of the documents referred to in this Proxy Statement. All
such requests should be directed to Greenestone Healthcare Corporation, 5734 Yonge Street, Suite 300, North York, Ontario, Canada
M2M 4E7; Attention: Secretary. You are asked to advise us if you plan to attend the Meeting. For directions to the Meeting, please
call (416) 222-5501.
Householding
The Securities and Exchange Commission has
adopted rules that permit companies and intermediaries (for example, brokers, banks and nominees) to satisfy the delivery requirements
for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single
proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially
means extra convenience for stockholders and cost savings for companies and intermediaries. This year, some banks, brokers or
other nominee record holders may be “householding” our proxy materials. This means that only one copy of our proxy
statement and annual report to stockholders may have been sent to multiple stockholders in your household unless contrary instructions
have been received by the broker, bank or nominee from you. If you would like to receive a separate proxy statement and annual
report, we will promptly send you additional copies if you call or write our corporate Secretary at our offices located at 5734
Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7; telephone (416) 222-5501. If you are a beneficial owner, you can
request additional copies of the Proxy Statement and annual report, or you can request a change in your householding status, by
notifying your broker, bank or nominee.
Solicitation of Proxies
We will bear the cost of preparing, printing, assembling and mailing
all proxy materials that may be sent to our stockholders in connection with this solicitation. Arrangements will also be made
with brokerage houses, other custodians, nominees and fiduciaries, to forward soliciting material to the beneficial owners of
Common Stock held by such persons. We will reimburse such persons for reasonable out-of-pocket expenses incurred by them. In addition
to the solicitation of proxies by use of the mails, officers and regular employees of ours may solicit proxies without additional
compensation, by telephone or facsimile transmission. We do not expect to pay any compensation for the solicitation of proxies.
|
|
Sincerely,
|
|
|
/s/ Shawn E. Leon |
|
|
Shawn E. Leon |
|
|
President and Chief Executive Officer |
July 28, 2015 |
|
|
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