GREENESTONE HEALTHCARE CORPORATION (NASDAQ:GRST) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive
Agreement.

Item 1.01Entry into a Material
Definitive Agreement.

On December 19, 2016 GreeneStone Healthcare Corporation, a
Colorado corporation (the Company) closed on a private offering
(the Private Offering) to raise USD$500,000.00 in capital. to the
Private Offering, the Company entered into convertible note
agreements (the Series L Convertible Notes or the Notes) in
exchange for advances to the Company of $469,000.00 in total,
with certain accredited investors (each an Investor, and
collectively the Investors) and a warrant agreement (the Warrant
Agreement) equal to one Warrant for each dollar of Convertible
Note issued.

The Convertible Notes and Warrants issued by the Company raised
an aggregate principal amount of USD$469,000.00, as follows: (i)
the Company issued eight Notes for a total of USD$469,000.00
convertible at the option of the Investors into 15,633,333 shares
the Companys common stock (the Common Stock), par value USD$0.01;
and (ii) the Company issued 15,633,333 Warrants. Unless otherwise
provided for in the Notes, the Notes bear a 0% interest rate and
mature six months from the date of issuance. At any time during
the term of each of the Notes, each of the Investors may elect to
convert the amount owed under a Note to shares of Common Stock of
the Company, at a conversion price of USD$0.03 per share of
Common Stock. The Warrants entitle each Warrant holder to
purchase a single share of the Companys Common Stock at an
exercise price of USD$0.03 per share for each Warrant exercised.
The Warrants expire on December 18, 2019.

The Notes and the Warrants were offered and sold without
registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act, as provided in Rule 506 of
Regulation D promulgated thereunder. The Warrants and the Notes,
and the Common Stock issuable upon exercise of the Warrants and
conversion of the Notes, have not been registered under the
Securities Act, or any other applicable securities laws, and
unless so registered may not be offered or sold in the United
States, except to an exemption from the registration requirements
of the Securities Act.

$249,444.44 of the proceeds raised in the Private Offering has
been used to repay in full certain indebtedness of the Company to
JMJ Financial. The Company plans to use the balance of the
proceeds for its operations.

The foregoing description of the Series L Convertible Notes,
Warrant Agreements and the Warrants does not purport to be
complete and is qualified in its entirety by reference to the
forms of the Warrant Agreement (including the form of the Warrant
and the Warrant exercise form) and the Notes, copies of which are
attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated
herein by reference.

Item 2.03Creation of a Direct Financial
Obligation.

The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02Unregistered Sales of Equity
Securities.

The applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item
3.02. In acquiring the Warrants and the Notes, the Investors made
representations to the Company that they met the accredited
investor definition of Rule 501 of the Securities Act, and the
Company relied on such representations. The Warrants and the
Notes were offered and sold without registration under the
Securities Act, in reliance on the exemptions provided by Section
4(a)(2) of the Securities Act, as provided in Rule 506 of
Regulation D promulgated thereunder, and in reliance on similar
exemptions under applicable state laws. The offering of the
Warrants and the Notes were not conducted in connection with a
public offering, and no public solicitation or advertisement was
made or relied upon by any Investor in connection with the
offering. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
such securities be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

Item9.01 Financial Statements and Exhibits

(d)Exhibits. The following exhibits are
furnished with this report: