Основная статистика
| CIK | 1913210 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bruush Oral Care Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Address |
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| April 21, 2025 |
Brüush Announces Update on Previously Issued Financial Statements of 2022 Exhibit 99.1 Brüush Announces Update on Previously Issued Financial Statements of 2022 VANCOUVER, BC / April 19, 2025 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today announced that management of the Company, after discussion with the audit committee of the board of directors of the Company (the "Audit Committee"), concluded that the Company's audited financial statements for the |
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| March 11, 2025 |
Brüush Announces Commencement of Litigation against Former Directors and Officers Exhibit 99.1 Brüush Announces Commencement of Litigation against Former Directors and Officers VANCOUVER, BC / March 9, 2025 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the “Company”) today announces it has filed a Notice of Civil Claim (the “Claim”) in the Supreme Court of British Columbia against certain former directors and officers of the Company, namely, Kia Besharat, Robert Ward, Brett Yor |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Address |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Addre |
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| February 19, 2025 |
Brüush Announces Commencement of Litigation against Former Director and Officer Exhibit 99.1 Brüush Announces Commencement of Litigation against Former Director and Officer VANCOUVER, BC / February 14, 2025 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today announces it has filed a Notice of Civil Claim (the "Claim") in the Supreme Court of British Columbia against Aneil Singh Manhas, a former director and officer of the Company, and other related parties. The |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Addres |
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| January 21, 2025 |
Brüush Provides Company Update Exhibit 99.1 Brüush Provides Company Update VANCOUVER, BC / January 17, 2025 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today provided an update regarding various company matters, including the suspension of trading of the Company's securities on the Nasdaq Stock Market LLC ("Nasdaq"), the engagement of A.G.P./Alliance Global Partners and the withdrawal of registration statements |
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| January 14, 2025 |
Bruush Oral Care Inc. 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Bruush Oral Care Inc. 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada January 13, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Request for Withdrawal of Registration Statement on Form F-4 Filed on January 29, 2024 File No. 333-276756 Ladies and Gentlemen: Purs |
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| January 14, 2025 |
Bruush Oral Care Inc. 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Bruush Oral Care Inc. 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada January 13, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Request for Withdrawal of Registration Statement on Form F-1 Filed on January 22, 2024 File No. 333-276652 Ladies and Gentlemen: Purs |
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| November 1, 2024 |
Brüush Announces Change in Auditor Exhibit 99.1 Brüush Announces Change in Auditor VANCOUVER, BC / November 1, 2024 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today announced that the Company has engaged Ramirez Jimenez International CPAs ("RJI") as the Company's independent registered public accounting firm to complete the audit of the Company's financial statements for the financial year ended October 31, 2023. |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Addre |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Addres |
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| October 23, 2024 |
Brüush Announces Receipt of NASDAQ Listing and Hearing Review Council Decision Exhibit 99.1 Brüush Announces Receipt of NASDAQ Listing and Hearing Review Council Decision VANCOUVER, BC / October 22, 2024 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") announces that it has received a decision dated October 17, 2024 (the "Decision") of the Nasdaq Listing and Hearing Review Council (the "Listing Council") regarding the review by the Listing Council of the June 26, |
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| October 16, 2024 |
Brüush Provides Update on NASDAQ Listing and Proposed Merger Transaction Exhibit 99.1 Brüush Provides Update on NASDAQ Listing and Proposed Merger Transaction VANCOUVER, BC / October 14, 2024 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today provided an update regarding the suspension of trading of the Company's securities on the Nasdaq Stock Market LLC ("Nasdaq"). The Company's securities continue to be suspended from trading pending the completion of |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Addres |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 500 – 885 Dunsmuir Street Vancouver, British Columbia V6C 1N5 Canada (Address |
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| August 20, 2024 |
Brüush Announces Appointment of New Officers and Additional Directors Exhibit 99.2 Brüush Announces Appointment of New Officers and Additional Directors VANCOUVER, BC / August 14, 2024 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company") today announced that Matthew Friesen has been appointed as the Chief Executive Officer and President of the Company. Additionally, Mark Lotz has been appointed as the Chief Financial Officer of the Company, Jonathan Lotz has |
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| August 20, 2024 |
Brüush Announces Appointment of New Directors, Reconstitution of Audit Committee Exhibit 99.1 Brüush Announces Appointment of New Directors, Reconstitution of Audit Committee VANCOUVER, BC / August 8, 2024 / Bruush Oral Care Inc. (OTC Markets: BRSHF) (the "Company"), today announced the appointment of Matthew Friesen, Anthony Balic and Jonathan Lotz to the board of directors of the Company (the "Board") and the audit committee of the Board (the "Audit Committee"), effective Au |
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| August 16, 2024 |
BRSHF / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K401 (CUSIP Number) 2602 289 Drake Street Vancouver, British Columbia V6B 5Z5 Canada (Name, Address and Telephone Number of Person Authorized to Receive |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June 2024 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844) |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2024 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2024 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2024 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: October 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 23, 2024 |
BRSH / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada with a copy to: Steven A. Lipstein, Esq. Lucosky Broo |
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| February 16, 2024 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. EX-3 4 exhibitc.htm Exhibit C PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: 10,000,000 Initial Exercise Date: February 15, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Yaletown Bros Ventures LTD or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the cond |
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| February 16, 2024 |
BRSH / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada with a copy to: Steven A. L |
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| February 16, 2024 |
EX-2 3 exhibitb.htm Exhibit B February 15, 2024 Sent via Email Re: Bruush Oral Care, Inc. (“we” or the “Company”) Additional Funding Dear Mr. Friesen, Reference is made to that certain Securities Purchase Agreement, dated as of January 30, 2024 (the “Purchase Agreement”), between the Company and Yaletown Bros Ventures Ltd. (together with any of its successors and assigns, “Yaletown”), pursuant to |
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| February 16, 2024 |
EX-1 2 exhibita.htm Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of the Issuer and further agree that this Joint Filing Agreement be included as an Exhi |
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| February 14, 2024 |
CA11750K4019 / BRUUSH ORAL CARE INC / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-brsh123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bruush Oral Care Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11750K401 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 9, 2024 |
BRSH / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada with a copy to: Steven A. L |
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| February 5, 2024 |
BRSH / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada with a copy to: Steven A. L |
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| January 29, 2024 |
Exhibit 21.1 List of Subsidiaries Bruush Oral Care Inc., had the subsidiaries shown below as of January 29, 2024. Bruush Oral Care Inc. is not a subsidiary of any other entity. Name Jurisdiction Bruush Merger Sub, Inc. Delaware |
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| January 29, 2024 |
As filed with the Securities and Exchange Commission on January 29, 2024. As filed with the Securities and Exchange Commission on January 29, 2024. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 3843 Not Applicable (State or other jurisdiction of incorporati |
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| January 29, 2024 |
Exhibit 2.1 Strictly Confidential AGREEMENT AND PLAN OF MERGER by and among BRUUSH ORAL CARE, INC., BRUUSH MERGER SUB INC and ARRIVE TECHNOLOGY INC. Dated as of December 14, 2023 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 3 Section 1.04 Effects of the Merger 3 Section 1.05 Organizational Documents. 3 Section 1.06 Dire |
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| January 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-4 (Form Type) Bruush Oral Care Inc. |
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| January 22, 2024 |
Exhibit 10.40 |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024. As filed with the Securities and Exchange Commission on January 22, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organizatio |
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| January 22, 2024 |
Exhibit 10.38 |
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| January 22, 2024 |
Exhibit 10.39 |
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| January 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| January 5, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 1, 2024 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”) |
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| January 5, 2024 |
COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.6 Exhibit D COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE, INC. Warrant Shares: 11,111,111, subject to adjustment as set forth herein. Issuance Date: January 1, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise |
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| January 5, 2024 |
Exhibit 10.5 Exhibit A. THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISION AND IS A MEMBER OF FINRA THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WI |
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| January 5, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 1, 2024 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and Generating Alpha Ltd. (the “Purchaser” or “Holder”). This Agreement is made pursuant to the that certain pre-funded common stock purchase |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2024 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| January 5, 2024 |
Exhibit 10.7 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 1, 2024 (the “Effective Date”), between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Holder”). The Company and the Holder may be referred to herein |
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| January 5, 2024 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Exhibit 10.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: 16,500,000 Initial Exercise Date: January 1, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Generating Alpha Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f |
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| January 5, 2024 |
Exhibit 10.4 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| December 22, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors |
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| December 22, 2023 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2023, between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and Target Capital 14 LLC (the “Purchaser” or “Holder”). This Agreement is made pursuant to the that certain pre-funded common stock purcha |
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| December 22, 2023 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Exhibit 10.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: 10,000,000 Initial Exercise Date: December 21, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Target Capital 14 LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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| December 18, 2023 |
Exhibit 99.1 Arrive Acquires AirBox Technologies in Advance of Brüush Merger Acquisition Broadens Patent Portfolio and Propels Arrive’s Smart Mailbox as a Service Capabilities VANCOUVER, BC and INDIANAPOLIS, IN / December 18, 2023 – Bruush Oral Care Inc. (Nasdaq: BRSH) (“Brüush”) announced today that its pending merger partner, Arrive Technology Inc. (“Arrive”), a technology company focused on fac |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 18, 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Cana |
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| December 15, 2023 |
Exhibit 10.3 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2023, is entered into by and between Arrive Technology Inc., a Delaware corporation (the “Company”), Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and each of the undersigned individuals, each of whom is a shareh |
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| December 15, 2023 |
Exhibit 10.1 Strictly Confidential AGREEMENT AND PLAN OF MERGER by and among BRUUSH ORAL CARE, INC., BRUUSH MERGER SUB INC and ARRIVE TECHNOLOGY INC. Dated as of December 14, 2023 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 3 Section 1.04 Effects of the Merger 3 Section 1.05 Organizational Documents. 3 Section 1.06 Dir |
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| December 15, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2024 by and between (i) Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and (ii) the undersigned (“Holder”). WHEREAS, PubCo, Arrive Technology Inc., a Delaware corporation (“Company”), Bruush Merger Sub Inc., a Delawar |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 15, 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Cana |
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| December 15, 2023 |
Bruush Oral Care Inc. and Arrive Technology Inc. Announce Agreement and Plan of Merger Exhibit 99.1 Bruush Oral Care Inc. and Arrive Technology Inc. Announce Agreement and Plan of Merger VANCOUVER, BC and INDIANAPOLIS, IN / December 15, 2023 – Bruush Oral Care Inc. (Nasdaq: BRSH) (“Brüush”) and Arrive Technology Inc. (“Arrive”), a technology company focused on facilitating the last inch of the last-mile for autonomous delivery, today announced they have entered into an agreement and |
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| December 15, 2023 |
Exhibit 99.2 |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| December 11, 2023 |
BRSH / Bruush Oral Care Inc. / Yaletown Bros. Ventures Ltd. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bruush Oral Care Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada with a copy to: Steven A. Lipstein, Esq. Lucosky Brook |
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| November 28, 2023 |
PROSPECTUS File No. 333-275417 Filed Pursuant to Rule 424(b)(4) 15,750,000 Common Shares This prospectus relates to the offer and sale, from time to time, by the selling securityholders named herein (the “Selling Securityholders”) of an aggregate of up to 15,750,000 common shares without par value (“Common Shares”) of Bruush Oral Care Inc. (the “Company”), issuable upon exercise of the Target Pref |
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| November 24, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada November 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-275417 REQ |
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| November 22, 2023 |
As filed with the Securities and Exchange Commission on November 21, 2023. As filed with the Securities and Exchange Commission on November 21, 2023. Registration No. 333-275417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inc |
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| November 17, 2023 |
As filed with the Securities and Exchange Commission on November 17, 2023. As filed with the Securities and Exchange Commission on November 17, 2023. Registration No. 333-275417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inc |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| November 17, 2023 |
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| November 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| November 17, 2023 |
Exhibit 10.1 November 15, 2023 Generating Alpha, Ltd. Delivered Via Email Reference is made to that certain Securities Purchase Agreement, dated as of October 2, 2023 (the “Purchase Agreement”), between the Company and Generating Alpha Ltd. (together with any of its successors and assigns, the “Investor”), pursuant to which the Company issued to the Investor certain common shares of the Company, h |
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| November 9, 2023 |
Exhibit 10.1 November 8, 2023 Sent via Email Re: Bruush Oral Care, Inc. (“we” or the “Company”) Financing Waiver Dear Mr. Shapiro, Reference is made to that certain Securities Purchase Agreement, dated as of June 26, 2023 (the “Purchase Agreement”), between the Company and Target Capital 14, LLC (together with any of its successors and assigns, “Target”), pursuant to which the Company issued to Ta |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| November 9, 2023 |
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| November 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023. As filed with the Securities and Exchange Commission on November 9, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organizatio |
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| November 1, 2023 |
PROSPECTUS File No. 333-275156 Filed Pursuant to Rule 424(b)4 28,591,268 Common Shares This prospectus relates to the offer and sale, from time to time, by the Selling Securityholders named herein (the “Selling Securityholders”) of an aggregate of up to 28,591,268 common shares without par value (“Common Shares”) of Bruush Oral Care Inc. (the “Company”), consisting of (i) in respect of Generating |
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| October 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| October 31, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada October 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Juan Grana Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-275156 REQUEST FO |
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| October 31, 2023 |
As filed with the Securities and Exchange Commission on October 31, 2023. As filed with the Securities and Exchange Commission on October 31, 2023. Registration No. 333-275156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inco |
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| October 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| October 24, 2023 |
As filed with the Securities and Exchange Commission on October 24, 2023. As filed with the Securities and Exchange Commission on October 24, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organizatio |
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| October 24, 2023 |
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is entered into as of this 23rd day of October, 2023 (the “Effective Date”), by and between Alchemy Advisory LLC (the “Consultant”), and Bruush Oral Care Inc. (the “Company”) having its principal place of business at 128 West Hastings Street, Unit 210, Vancouver, British Columbia V6B 1G8 Canada. The Company and Consultan |
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| October 24, 2023 |
AMENDMENT TO CREDIT SUPPORT SHARE AGREEMENT Exhibit 10.1 AMENDMENT TO CREDIT SUPPORT SHARE AGREEMENT THIS AMENDMENT TO CREDIT SUPPORT SHARE AGREEMENT (this “Amendment”) is dated effective as of October 23, 2023 (the “Amendment Effective Date”), by and among BRUUSH ORAL CARE INC., a British Columbia company having its principal place of business at 128 West Hastings Street, Unit 210, Vancouver, British Columbia (“Company”), and YALETOWN BROS |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| October 20, 2023 |
Up to 3,583,842 Shares of Common Shares Registration No. 333-272942 Filed Pursuant to Rule 424(b)(4) PROSPECTUS Up to 3,583,842 Shares of Common Shares This prospectus relates to the offer and sale, from time to time, by the Selling Securityholder named herein (the “Selling Securityholder”) of an aggregate of up to (i) 890,980 shares of common shares without par value (“Common Shares”) of Bruush Oral Care Inc. (the “Company”) issuable u |
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| October 20, 2023 |
Up to 1,582,566 Shares of Common Shares Registration No. 333-274518 Filed Pursuant to Rule 424(b)(4) PROSPECTUS Up to 1,582,566 Shares of Common Shares This prospectus relates to the offer and sale, from time to time, by the Selling Securityholders named herein (the “Selling Securityholders”) of an aggregate of up to 1,582,566 of common shares without par value (“Common Shares”) of Bruush Oral Care Inc. (the “Company”). The Selling Secu |
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| October 17, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada October 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-272942 REQU |
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| October 17, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada October 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-274518 REQU |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023. As filed with the Securities and Exchange Commission on October 6, 2023. Registration No. 333-274518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incor |
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| October 6, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023. As filed with the Securities and Exchange Commission on October 6, 2023. Registration No. 333-272942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inco |
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| October 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| October 6, 2023 |
Exhibit 10.17 September 29, 2023 Sent via Email Re: Bruush Oral Care, Inc. (“we” or the “Company”) Financing Waiver Dear Mr. Shapiro, Reference is made to that certain Securities Purchase Agreement, dated as of June 26, 2023 (the “Purchase Agreement”), between the Company and Target Capital 14, LLC (together with any of its successors and assigns, “Target”), pursuant to which the Company issued to |
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| October 6, 2023 |
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| October 6, 2023 |
COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| October 6, 2023 |
Exhibit 10.2 EXHIBIT F REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2023, by and between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), and , a limited company organized under t |
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| October 6, 2023 |
Exhibit 10.1 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTA |
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| October 6, 2023 |
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC. Exhibit 10.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| October 6, 2023 |
AFFIDAVIT OF CONFESSION OF JUDGEMENT Exhibit 10.5 Exhibit E – CONFESSION OF JUDGMENT STATE OF MINNESOTA, X INVESTOR Index No Plaintiff, AFFIDAVIT OF CONFESSION OF JUDGMENT - against - BRUUSH ORAL CARE, INC., Defendant. X AFFIDAVIT OF CONFESSION OF JUDGEMENT Aneil Singh Manhas, being duly sworn, hereby deposes and says 1. I am the Chief Executive Officer of defendant BRUUSH ORAL CARE, INC. (“Company”). As such, I am fully familiar wit |
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| October 6, 2023 |
Brüush Announces Pricing of $5.0 Million Private Placement Exhibit 99.1 Brüush Announces Pricing of $5.0 Million Private Placement VANCOUVER, BC / ACCESSWIRE / October 2, 2023 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”), today announced that it has entered into a securities purchase agreement with an institutional investor to raise gross proceeds of approximately $5.0 million through a private placement, before deducting fees to the placement a |
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| October 5, 2023 |
Brüush Announces Notice from Nasdaq for Continued Listing Exhibit 99.1 Brüush Announces Notice from Nasdaq for Continued Listing VANCOUVER, BC / ACCESSWIRE / October 5, 2023 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”), today announced that it has received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) on October 2, 2023 that is has been granted an exception for continued listing on the Nasdaq. As prev |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| September 14, 2023 |
As filed with the Securities and Exchange Commission on September 14, 2023. As filed with the Securities and Exchange Commission on September 14, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organizat |
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| September 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada |
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| September 14, 2023 |
Exhibit 99.1 BRUUSH ORAL CARE INC. CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2023 (Expressed in U.S. dollars) BRUUSH ORAL CARE INC. CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in U.S. dollars) As at Note April 30, 2023 October 31, 2022 ASSETS Current Cash $ 194,321 $ 72,921 Term deposit - 18,506 Accounts and other receivables |
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| September 14, 2023 |
As filed with the Securities and Exchange Commission on September 14, 2023. As filed with the Securities and Exchange Commission on September 14, 2023. Registration No. 333-272942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of i |
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| September 14, 2023 |
Exhibit 99.2 BRUUSH ORAL CARE INC. MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS September 13, 2023 You should read the following management’s discussion and analysis of financial condition and results of operations together with our unaudited condensed interim financial statements as of and for the three and six months ended April 30, 2023 and April 30, 202 |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of September 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada |
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| August 25, 2023 |
As filed with the Securities and Exchange Commission on August 25, 2023. As filed with the Securities and Exchange Commission on August 25, 2023. Registration No. 333-272942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inco |
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| August 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| August 25, 2023 |
BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 CANADA August 25, 2023 Attn: Benjamin Richie U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Amendment No 1. to Registration Statement on Form F-1 Filed August 2, 2023 File No. 333-272942 Dear Mr. Richie: By letter dated August 17, 2023, the staff |
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| August 23, 2023 |
Exhibit 10.1 Bruush Oral Care Inc. August 22, 2023 Holder of Common Share Purchase Warrants Re: Inducement Offer to Exercise Common Share Purchase Warrants Dear Holder: Bruush Oral Care Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or some of the warrants to purchase the Company’s common shares, no par value per share (the “Common Shares”), issued to you on Decemb |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (84 |
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| August 23, 2023 |
COMMON SHARE PURCHASE WARRANT Bruush Oral Care Inc. Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 2, 2023 |
As filed with the Securities and Exchange Commission on August 2, 2023. As filed with the Securities and Exchange Commission on August 2, 2023. Registration No. 333-272942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incor |
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| August 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| August 2, 2023 |
BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 CANADA August 2, 2023 Attn: Benjamin Richie U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Amendment No 1. to Registration Statement on Form F-1 Filed August 2, 2023 File No. 333-272942 Dear Mr. Richie: By letter dated July 7, 2023, the staff (th |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844) |
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| July 31, 2023 |
Exhibit 99.1 Brüush Oral Care Inc. Announces 1-for-25 Reverse Stock Split Effective Pre-Market Opening on August 1, 2023 VANCOUVER, BC / ACCESSWIRE / July 31, 2023 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”), a direct-to-consumer leader in the oral care category, announced today that its Board of Directors has approved a 1-for-25 reverse split of its common shares (“Consolidation”) prim |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844) |
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| June 26, 2023 |
Bruush Oral Care Inc. CONVERTIBLE NOTE Exhibit 10.9 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| June 26, 2023 |
Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2023 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”). |
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| June 26, 2023 |
As filed with the Securities and Exchange Commission on June 26, 2023. As filed with the Securities and Exchange Commission on June 26, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organization) |
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| June 26, 2023 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2023, between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and Target Capital 14 LLC (the “Purchaser” or “Holder”). This Agreement is made pursuant to the that certain convertible promissory note issued |
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| June 26, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| June 26, 2023 |
COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Exhibit 4.8 COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: 10,023,530 Initial Exercise Date: June 26, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Target Capital 14 LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or af |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of June 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844) |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844) |
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| March 22, 2023 |
Brüush to Continue to Disrupt At-Home Oral Care with Upcoming New Products Exhibit 99.1 Brüush to Continue to Disrupt At-Home Oral Care with Upcoming New Products VANCOUVER, BC / ACCESSWIRE / March 22, 2023 / Bruush Oral Care Inc. (NASDAQ:BRSH) (“Brüush” or the “Company”) – After setting out to disrupt the oral care category with its sonic-powered electric toothbrush and brush head refill subscription plan, the Company announced today that it is on track to expand its pr |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| March 21, 2023 |
Exhibit 10.1 PROMISSORY NOTE March , 2023 US$2,749,412 FOR VALUE RECEIVED, Bruush Oral Care Inc., a company incorporated under the law of British Columbia, Canada (the “Maker”), hereby promises to pay to the order of or its successors, assigns or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Two Million Seven Hundred Forty-Nine Thousand Four Hundred Tw |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (844 |
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| March 10, 2023 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Bruush Oral Care Inc. (the “Company”) on Form 20-F for the fiscal year ended October 31, 2022 filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U |
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| March 10, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Bruush Oral Care Inc. (the “Company”) on Form 20-F for the fiscal year ended October 31, 2022 filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U |
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| March 10, 2023 |
Exhibit 12.1 CERTIFICATIONS I, Aneil Manhas, certify that: 1. I have reviewed this annual report on Form 20-F of Bruush Oral Care Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| March 10, 2023 |
Exhibit 12.2 CERTIFICATIONS I, Aneil Manhas, certify that: 1. I have reviewed this annual report on Form 20-F of Bruush Oral Care Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: October 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 14, 2023 |
BRSH / Bruush Oral Care Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-brsh123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bruush Oral Care Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 13, 2023 |
BRSH / Bruush Oral Care Inc. / Ionic Ventures, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bruush Oral Care Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of January 2023 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| January 24, 2023 |
BRSH / Bruush Oral Care Inc. / BIGGER CAPITAL FUND L P Passive Investment SC 13G/A 1 sc13ga110022brsh01242023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 BRUUSH ORAL CARE INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 1 |
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| January 18, 2023 |
Filed pursuant to Rule 424(b)(1) Registration Statement on Form F-1, File No. 333-269030 9,833,336 SHARES OF COMMON STOCK REPRESENTING 2,966,667 SHARES OF COMMON STOCK 4,916,668 SHARES OF COMMON STOCK UNDERLYING 4,916,6668 WARRANTS AND 1,950,001 SHARES OF COMMON STOCK UNDERLYING 1,950,001 PRE-FUNDED WARRANTS This prospectus relates to the offer and sale, from time to time, by the Selling Securityh |
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| January 17, 2023 |
As filed with the Securities and Exchange Commission on January 13, 2023. As filed with the Securities and Exchange Commission on January 13, 2023. Registration No. 333-269030 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of inc |
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| January 17, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada January 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-269030 REQU |
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| January 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| January 13, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada January 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Withdrawal of Acceleration Request - Registration Statement |
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| January 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| January 12, 2023 |
As filed with the Securities and Exchange Commission on January 12, 2023. As filed with the Securities and Exchange Commission on January 12, 2023. Registration No. 333-269030 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorp |
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| January 12, 2023 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada January 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, DC 20549 Attention: Benjamin Ritchie Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-269030 REQU |
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| December 27, 2022 |
As filed with the Securities and Exchange Commission on December 27, 2022. As filed with the Securities and Exchange Commission on December 27, 2022. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation or organiz |
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| December 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-1 (Form Type) Bruush Oral Care Inc. |
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| December 20, 2022 |
Exhibit 10.6 Lock-up Agreement December 7, 2022 Ladies and Gentlemen: The undersigned understands that Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on December 7, 2022 with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signa |
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| December 20, 2022 |
Registration Rights Agreement dated December 7, 2022 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2022, between Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchaser |
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| December 20, 2022 |
Exhibit 10.3 AEGIS CAPITAL CORP. December 7, 2022 PERSONAL AND CONFIDENTIAL Bruush Oral Care Inc. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Attention: Mr. Aneil Singh Manhas, Chief Executive Officer Re: BRSH Placement Agent Agreement Ladies and Gentlemen: The purpose of this placement agent agreement (this “Agreement”) is to set forth our agreement pursuant to which Ae |
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| December 20, 2022 |
EX-10.5 6 ex10-5.htm Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| December 20, 2022 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 20, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022, between Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and co |
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| December 12, 2022 |
Bruush Oral Care Inc. Announces Closing of $3.0 Million Private Placement Exhibit 99.1 Bruush Oral Care Inc. Announces Closing of $3.0 Million Private Placement VANCOUVER, BC / ACCESSWIRE / December 9, 2022 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”) a direct-to-consumer leader in the oral care category, today closed its previously announced private placement pursuant to a securities purchase agreement with institutional investors for aggregate gross proceeds |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| December 7, 2022 |
Bruush Oral Care Inc. Announces Pricing of $3.0 Million Private Placement Exhibit 99.1 Bruush Oral Care Inc. Announces Pricing of $3.0 Million Private Placement VANCOUVER, BC / ACCESSWIRE / December 7, 2022 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”) a direct-to-consumer leader in the oral care category, today announced that it entered into a securities purchase agreement with institutional investors for aggregate gross proceeds of approximately $3.0 million, |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| December 1, 2022 |
Brüush Has a Record Sales Month in November and Expects Strong Growth to Continue Exhibit 99.1 Brüush Has a Record Sales Month in November and Expects Strong Growth to Continue VANCOUVER, BC / ACCESSWIRE / December 1, 2022 / Bruush Oral Care Inc. (NASDAQ:BRSH) (“Brüush” or the “Company”), a direct-to-consumer leader in the oral care category, announced today that it generated record sales during the Black Friday Cyber Monday period, which resulted in November 2022 being the bes |
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| December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of December 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada ( |
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| September 12, 2022 |
BRSH / Bruush Oral Care Inc. / BIGGER CAPITAL FUND L P Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 BRUUSH ORAL CARE INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) September 1, 2022 |
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| September 12, 2022 |
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated September 12, 2022 with respect to the shares of Common Stock of Bruush Oral Care Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under |
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| August 26, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-1, File No. 333-265969 1,117,788 Shares of Common Stock Representing 757,212 Shares of Common Stock and 360,576 Shares of Common Stock Underlying Warrants The selling security holders named in this prospectus, referred to as the ?Security Holders? in this prospectus, may offer and sell, from time to time, in one or more offerings, u |
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| August 25, 2022 |
As filed with the Securities and Exchange Commission on August 25, 2022 As filed with the Securities and Exchange Commission on August 25, 2022 Registration No. |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant?s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (84 |
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| August 16, 2022 |
BRSH / Bruush Oral Care Inc. / Ionic Ventures, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bruush Oral Care Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 11750K203 (CUSIP Number) August 4, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| August 15, 2022 |
Filed pursuant to Rule 424(b)(4) Registration Statement on Form F-1, File No. 333-265969 894,232 Shares of Common Stock Representing 605,770 Shares of Common Stock and 288,462 Shares of Common Stock Underlying Warrants The selling security holders named in this prospectus, referred to as the ?Security Holders? in this prospectus, may offer and sell, from time to time, in one or more offerings, up |
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| August 5, 2022 |
Brüush Announces Closing of $15.5 Million Initial Public Offering EX-99.1 2 ex99-1.htm Exhibit 99.1 Brüush Announces Closing of $15.5 Million Initial Public Offering VANCOUVER, BC / ACCESSWIRE / August 5, 2022 / Bruush Oral Care Inc. (NASDAQ: BRSH) (“Brüush” or the “Company”) announced today the closing of its initial public offering of 3,728,549 units at a combined public offering price of $4.16 per unit, each consisting of one share of common stock and one war |
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| August 5, 2022 |
6-K 1 form6-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number 001-41460 Bruush Oral Care Inc. (Translation of registrant’s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia |
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| August 4, 2022 |
424B4 1 form424b4.htm Filed pursuant to Rule 424(b)(4) Registration Statement on Form F-1, File No. 333-265969 3,728,549 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock This is the initial public offering of Bruush Oral Care Inc. (the “Company”). We are offering units (the “Units”), each unit consisting of one share of common stock (“Co |
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| August 4, 2022 |
Brüush Announces Pricing of Initial Public Offering Exhibit 99.1 Brüush Announces Pricing of Initial Public Offering VANCOUVER, August 3, 2022 /ACCESSWIRE/ — Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”) announced today the pricing of its initial public offering of 3,728,549 units at a combined public offering price of $4.16 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock, with an |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of August 2022 Commission File Number 001- 41460 Bruush Oral Care Inc. (Translation of registrant?s name into English) 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada (8 |
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| July 29, 2022 |
Specimen certificate evidencing shares of Common Stock* EX-4.1 3 ex4-1.htm Exhibit 4.1 |
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| July 29, 2022 |
Exhibit 10.1 ENDORSEMENT AND PROMOTIONAL SERVICES AGREEMENT This Endorsement and Promotional Services Agreement (this ?Agreement?) is entered into as of the 29th day of October 2020 (the ?Effective Date?) by and between K. Hart Enterprises, Inc. (?Furnishing Company?), a California corporation, for the services of Kevin Hart (?Talent?) and Bruush Oral Care Inc. (?Bruush?), a British Columbia corpo |
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| July 29, 2022 |
Consent of Brett Yormark to be named as a director nominee* Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Bruush Oral Care Inc. (the ?Company?) has filed a Registration Statement on Form F-1 (SEC File No. 333-265969, together with any amendments or supplements thereto, the ?Registration Statement?) registering its common stock for issuance. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in th |
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| July 29, 2022 |
BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 BRUUSH ORAL CARE INC. 128 WEST HASTINGS STREET, UNIT 210 VANCOUVER, BRITISH COLUMBIA V6B 1G8 CANADA July 29, 2022 Tracey Houser U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Amendment No. 3 to Registration Statement on Form F-1 Filed July 26, 2022 File No. 333-265969 Dear Ms. Houser: By letter dated July 27, 2022, the staff (the ?Staff,? |
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| July 29, 2022 |
8-A12B 1 form8-a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRUUSH ORAL CARE INC. (Exact name of registrant as specified in its charter) British Columbia, Canada N/A (State of incorporation or organization) (I.R.S. Employer Identif |
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| July 29, 2022 |
Exhibit 99.6 BRUUSH ORAL CARE INC. DISCLOSURE, CONFIDENTIALITY & INSIDER TRADING POLICY The Policy This Policy establishes procedures that are designed to (i) permit the disclosure of information about Bruush Oral Care Inc. (?Bruush? or the ?Company?) to the public in an informative, timely and broadly disseminated manner, (ii) ensure that non-publicly disclosed information remains confidential, a |
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| July 29, 2022 |
Employment Agreement between the Company and Aneil Manhas, dated July 28, 2022* Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this ?Agreement?) is made and entered into as of July 28, 2022, by and between Bruush Oral Care Inc. (the ?Company?) and Aneil Manhas (?Executive?). RECITALS A. The Executive founded the Company and is knowledgeable with respect to the business of the Company. B. The Company desires to offer employment to the Executiv |
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| July 29, 2022 |
As filed with the Securities and Exchange Commission on July 29, 2022. As filed with the Securities and Exchange Commission on July 29, 2022. Registration No. 333-265969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorpora |
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| July 29, 2022 |
Consent of Robert Ward to be named as a director nominee* Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Bruush Oral Care Inc. (the “Company”) has filed a Registration Statement on Form F-1 (SEC File No. 333-265969, together with any amendments or supplements thereto, the “Registration Statement”) registering its common stock for issuance. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in th |
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| July 29, 2022 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 Underwriting Agreement [●], 2022 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis C |
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| July 29, 2022 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Certificate No.: [?] Issue Date: , 2022 Certificate for [?] Warrants, each entitling the holder to acquire one (1) Warrant Share (subject to adjustment as provided herein) Initial Exercise Date: , 2022 CUSIP: [?] ISIN: [?] THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that [?] or its registered assigns (the ?Hol |
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| July 29, 2022 |
Form of Underwriter’s Warrant* Exhibit 4.4 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [?], 2022 (THE ?EFFECTIVE |
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| July 29, 2022 |
EX-4.5 6 ex4-5.htm Exhibit 4.5 COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: Issue Date: , 202[●] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date he |
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| July 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| July 29, 2022 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada July 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Dillon Hagius / Christopher Edwards Re: Bruush Oral Care Inc. Registration Statement on Form F-1, File No. 333-265969 REQUEST FOR |
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| July 29, 2022 |
July 29, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| July 29, 2022 |
As filed with the Securities and Exchange Commission on July 29, 2022. As filed with the Securities and Exchange Commission on July 29, 2022. Registration No. 333-265969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorpora |
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| July 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| July 26, 2022 |
List of Subsidiaries of Registrant* Exhibit 21.1 List of Subsidiaries None |
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| July 26, 2022 |
As filed with the Securities and Exchange Commission on July 26, 2022. As filed with the Securities and Exchange Commission on July 26, 2022. Registration No. 333-265969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorpora |
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| July 26, 2022 |
Form of Warrant Agent Agreement* Exhibit 4.3 Warrant Agent Agreement This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Bruush Oral Care, Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Endeavor Trust Corporation, a trust company existing under the laws of the Province of British Columbia (the “Warrant Agent”). |
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| July 26, 2022 |
EX-4.5 50 ex4-5.htm Exhibit 4.5 COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Shares: Issue Date: , 202[●] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h |
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| July 26, 2022 |
Employment Agreement between the Company and Matthew Kavanagh dated February 8, 2022* Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of February 8th, 2022. BETWEEN: Bruush Oral Care Inc., a British Columbia company with a headquarters at 30 Wellington St W, 5th Floor, Toronto, Ontario M5L 1E2 (?Bru?ush?) AND: Matthew Kavanagh, an individual residing at [Redacted] (the ?Employee?) WHEREAS: A. Br?ush carries on business of manufacturing and distributing of oral care produc |
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| July 26, 2022 |
Omnibus Securities and Incentive Plan, effective June 29, 2022 +* EX-10.3 54 ex10-3.htm Exhibit 10.3 BRUUSH ORAL CARE, INC. 2022 OMNIBUS SECURITIES AND INCENTIVE PLAN Table of Contents Page ARTICLE I PURPOSE 1 ARTICLE II DEFINITIONS 1 ARTICLE III EFFECTIVE DATE OF PLAN 4 ARTICLE IV ADMINISTRATION 4 Section 4.1 Administration 4 Section 4.2 Powers 4 Section 4.3 Additional Powers 4 Section 4.4 Delegation 5 Section 4.5 Power and Authority of the Board 5 ARTICLE V SH |
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| July 26, 2022 |
Stock Option Plan, dated August 6, 2021 +* Exhibit 10.2 BRUUSH ORAL CARE INC. November 9, 2020 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The Company hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees and Consultants (as such terms are defined below) of the Company and its subsidiaries (collectively “Eligible Persons”), to be known as the “Bruush Oral Care Inc. Stock Option Plan” (t |
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| July 26, 2022 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Certificate No.: [●] Issue Date: , 2022 Certificate for [●] Warrants, each entitling the holder to acquire one (1) Warrant Share (subject to adjustment as provided herein) Initial Exercise Date: , 2022 CUSIP: [●] ISIN: [●] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that [●] or its registered assigns (the “Hol |
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| July 26, 2022 |
Exhibit 4.4 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [?], 2022 (THE ?EFFECTIVE |
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| July 26, 2022 |
Form of Warrant Agent Agreement for Pre-funded Warrants* Exhibit 4.7 Warrant Agent Agreement This WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of [?], 2022 (the ?Issuance Date?) is between Bruush Oral Care, Inc., a [?] company (the ?Company?), and Endeavor Trust Corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [?], 2022, by and among the Company and |
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| July 26, 2022 |
Employment Agreement between the Company and Alan MacNevin, dated May 10, 2022* Exhibit 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of May 10th, 2022. BETWEEN: Bruush Oral Care Inc., a British Columbia company with a headquarters at 30 Wellington St W, 5th Floor, Toronto, Ontario M5L 1E2 (“Brüush”) AND: Alan MacNevin, an individual residing at [Redacted] (the “Employee”) WHEREAS: A. Brüush carries on business of manufacturing and distributing of oral care products unde |
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| July 26, 2022 |
Exhibit 3.2 |
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| July 26, 2022 |
EX-3.1 6 ex3-1.htm Exhibit 3.1 1 2 |
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| July 26, 2022 |
BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 BRUUSH ORAL CARE INC. 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 July 26, 2022 Tracey Houser, Kevin Kuhar, Dillon Hagius, Christopher Edwards U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed July 22, 2022 File No. 333-265969 Dear Ms. Houser: By letter dat |
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| July 26, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| July 26, 2022 |
EX-4.6 51 ex4-6.htm Exhibit 4.6 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC. Warrant Certificate No.: [●] Issue Date: [●], 2022 Certificate for [●] Pre-funded Warrants, each entitling the holder to acquire one (1) Warrant Share (subject to adjustment as provided herein) Initial Exercise Date: [●], 2022 CUSIP: [●] ISIN: [●] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warra |
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| July 26, 2022 |
Form of Underwriting Agreement Exhibit 1.1 Underwriting Agreement [●], 2022 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “ |
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| July 22, 2022 |
Compensation Committee Charter* Exhibit 99.2 Bruush Oral Care Inc. Charter of the Compensation Committee of the Board of Directors I. Authority and Composition The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) is established pursuant to the Articles of the Company. Committee members are appointed annually by the Board on the recommendation of the Nominat |
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| July 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| July 22, 2022 |
Free Writing Prospectus pursuant to Rule 433 dated July 21, 2022 Free Writing Prospectus pursuant to Rule 433 dated July 21, 2022 Registration Statement No. 333-265969. |
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| July 22, 2022 |
Nominating and Corporate Governance Committee Charter* Exhibit 99.3 Bruush Oral Care Inc. Charter of the Nominating and Corporate Governance Committee of the Board of Directors The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) shall be as set forth in this charter (the “Charter”). The Committee has been delegated authority by the Board to: |
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| July 22, 2022 |
As filed with the Securities and Exchange Commission on July 21, 2022. As filed with the Securities and Exchange Commission on July 21, 2022. Registration No. 333-265969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorpora |
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| July 22, 2022 |
Exhibit 99.1 Bruush Oral Care Inc. Charter of the Audit Committee of the Board of Directors I. Audit Committee Purpose The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Commit |
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| July 22, 2022 |
Exhibit 14.1 Bruush Oral Care Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Bruush Oral Care Inc. (the “Company”), has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and und |
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| July 18, 2022 |
Compensation Committee Charter Exhibit 99.2 Bruush Oral Care Inc. Charter of the Compensation Committee of the Board of Directors I. Authority and Composition The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) is established pursuant to the Articles of the Company. Committee members are appointed annually by the Board on the recommendation of the Nominat |
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| July 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| July 18, 2022 |
Nominating and Corporate Governance Committee Charter Exhibit 99.3 Bruush Oral Care Inc. Charter of the Nominating and Corporate Governance Committee of the Board of Directors The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) shall be as set forth in this charter (the “Charter”). The Committee has been delegated authority by the Board to: |
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| July 18, 2022 |
Exhibit 14.1 Bruush Oral Care Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Bruush Oral Care Inc. (the “Company”), has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and und |
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| July 18, 2022 |
EX-99.1 4 ex99-1.htm Exhibit 99.1 Bruush Oral Care Inc. Charter of the Audit Committee of the Board of Directors I. Audit Committee Purpose The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Bruush Oral Care Inc. (the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of th |
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| July 18, 2022 |
As filed with the Securities and Exchange Commission on July 15, 2022. As filed with the Securities and Exchange Commission on July 15, 2022. Registration No. 333-265969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorpora |
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| July 15, 2022 |
BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, ON M5L 1E2 BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, ON M5L 1E2 July 15, 2022 Tracey Houser, Kevin Kuhar, Dillon Hagius, Christopher Edwards U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Registration Statement on Form F-1 Filed July 1, 2022 File No. 333-265969 Dear Ms. Houser: By letter dated July 13, 2022, the staff (the ? |
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| July 1, 2022 |
Power of Attorney (included as part of the signature page of original filed Registration Statement) F-1 1 form-f1.htm As filed with the Securities and Exchange Commission on July 1, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 Bruush Oral Care Inc. (Exact name of Registrant as specified in its charter) British Columbia, Canada 3843 N/A (State or other jurisdiction of incorporation |
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| July 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) BRUUSH ORAL CARE INC. |
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| June 17, 2022 |
DRS/A 1 filename1.htm As submitted confidentially to the Securities and Exchange Commission on June 17, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM F-1 REGISTR |
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| June 17, 2022 |
BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, Ontario M5L 1E2 DRSLTR 1 filename1.htm BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, Ontario M5L 1E2 June 17, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted May 26, 2022 CIK No. 0001913210 Attention: Mr. Dillon Hagius / Mr. Christopher Edwards Dear Messrs. H |
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| May 26, 2022 |
As submitted confidentially to the Securities and Exchange Commission on May 26, 2022. |
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| May 26, 2022 |
BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, ON M5L 1E2, Canada BRUUSH ORAL CARE INC. 30 Wellington Street West, 5th Floor Toronto, ON M5L 1E2, Canada May 26, 2022 Ms. Jessica Ansart U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Draft Registration Statement on Form F-1 Submitted April 1, 2022 CIK No. 0001913210 Dear Ms. Ansart: By letter dated April 28, 2022, the staff (the ?Staff,? ?you? or ?your?) |
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| April 1, 2022 |
April 1, 2022 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Bruush Oral Care Inc. Draft Registration Statement on Form F-1 Submitted April 1, 2022 Ladies and Gentlemen: On behalf of our client, Bruush Oral Care Inc. (the ?Company?), we are submitting a draft Registration Statement on Form F-1 |
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| April 1, 2022 |
As submitted confidentially to the Securities and Exchange Commission on April 1, 2022. |
