SEC Form SC 13D filed by Bruush Oral Care Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

128 West Hastings Street, Unit 210

Vancouver, British Columbia V6B 1G8

Canada

with a copy to:

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾ Includes 17,177 common shares purchased by the Reporting Persons pursuant to certain subscription agreements executed with the Issuer from December 21, 2018 through June 24, 2020. These shares are currently held in a brokerage account. See Item 3.

⁽²⁾ Based on 43,213,195 common shares outstanding as of December 7, 2023, according to information provided by the Issuer.

⁽¹⁾ Includes 17,177 common shares purchased by the Reporting Persons pursuant to certain subscription agreements executed with the Issuer from December 21, 2018 through June 24, 2020. These shares are currently held in a brokerage account. See Item 3.

⁽²⁾ Based on 43,213,195 common shares outstanding as of December 7, 2023, according to information provided by the Issuer.

⁽¹⁾ Includes 17,177 common shares purchased by the Reporting Persons pursuant to certain subscription agreements executed with the Issuer from December 21, 2018 through June 24, 2020. These shares are currently held in a brokerage account. See Item 3.

⁽²⁾ Based on 43,213,195 common shares outstanding as of December 7, 2023, according to information provided by the Issuer.

This statement on Schedule 13D relates to common shares without par value (“Common Shares”), of Bruush Oral Care Inc. (the “Issuer”), a British Columbia, Canada corporation, with principal executive offices at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 Canada.

a) This Schedule 13D is being filed jointly by the entity and individuals listed below (individually, the “Reporting Person” and collectively the “Reporting Persons”).

(i) Yaletown Bros. Ventures Ltd;

(ii) Matthew Friesen; and

(iii) Bradley Friesen.

Yaletown Bros. Ventures Ltd is jointly held and controlled by Messers Matthew Friesen and Bradley Friesen.

b) The business address of the principal office of Yaletown Bros. Ventures Ltd and Mr. Matthew Friesen is 2602 289 Drake Street, Vancouver, British Columbia V6B 5Z5 Canada, and the business address of Mr. Bradley Friesen is 4104 1283 Howe Street, Vancouver BC V6Z 0E3 Canada.

c) The Reporting Persons are principally engaged in the business of investment management and investing in securities. The reported securities are held directly by Yaletown Bros. Ventures Ltd. The general partners and directors of Yaletown Bros. Ventures Ltd. are Matthew Friesen and Bradley Friesen. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit A.

d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

f) Yaletown Bros. Ventures Ltd is organized under the law of British Columbia, Canada. Messers Matthew Friesen and Bradley Friesen are citizens of Canada.

During years 2018 through 2020, the Reporting Persons purchased 476,111 Common Shares at different prices ranging from CAD$2.00 to CAD $6.00 per share pursuant to subscription agreements executed on the dates and under the terms summarized below:

December 21, 2018: 200,000 Common Shares at CAD$4.00 per share;

May 16, 2019: 111,111 Common Shares at CAD$3.60 per share;

February 12, 2020: 40,000 Class A Voting Common Shares at CAD$5.00 per share; and

June 24, 2020: 125,000 Class A Voting Common Shares at CAD$2.00 per share. 

On July 17, 2020, the Issuer enacted a stock split of 1 to 3.4815 (the “Forward Split).

On July 29, 2022, the Issuer completed a share reorganization (the “Share Reorganization”) to redesignate all Class B shares to Common Shares and to convert the Class A shares to Common Shares. The Issuer also effected a share consolidation on the basis of 1 new share for each 3.86 shares outstanding (the “Consolidation”). Prior to the Share Reorganization and Consolidation, the Issuer had 6,824,127 Class A and 7,130,223 Class B common shares issued and outstanding. Immediately following the Share Reorganization and Consolidation, the Issuer had 3,615,116 Common Shares outstanding.

As a result of the Forward Split and the Consolidation, the Reporting Person owned 429,425 Common Shares as of July 29, 2022.

On August 1, 2023, the Issuer effected the Reverse Stock Split at a ratio of 1-for-25 to comply with the Nasdaq’s minimum bid price requirement (the “August 2023 Reverse Split). As a result of the August 2023 Reverse Split, every 25 Common Shares issued and outstanding were exchanged for one Common Share.

As a result of the August 2023 Reverse Split, the Reporting Person owned 17,177 Common Shares as of August 1, 2023. These shares are currently held in a brokerage account.

Credit Support Share Agreement

On August 25, 2023, the Issuer or (the “Company”) entered into a credit support fee agreement, amended on October 23, 2023 (the “Credit Support Agreement”) with Yaletown Bros Ventures Ltd. Reporting Person (“YBV”), pursuant to which YBV agreed to provide for the Company an irrevocable standby letter of credit in the face amount of $2,000,000 (the “Credit Support”).

Under the Credit Support Agreement, as amended on October 23, 2023, YBV would receive a number of shares equal to the total amount of the Credit Support drawn by the Company as of October 24, 2023 divided by the closing price of the Common Shares on the last trading day prior to October 24, 2023. YBV received a total amount of 9,980,398 Common Shares from the Company as reflected on the table below.

The Reporting Persons received the shares as follows:

The Issuer filed a registration statement on Form F-1 with the SEC to register 9,980,398 Common Shares issued under the Credit Support Agreement, which was declared effective by the SEC on October 31, 2023.

The information set forth in Items 2, 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of the Issuer’s capital stock as they deem appropriate, including, without limitation: purchasing additional Common Shares, or other securities of the Issuer; selling Common Shares, or other securities of the Issuer; taking any action to change the composition of the Issuer’s board of directors; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4.

Except as otherwise described in this Schedule, none of the Reporting Persons currently has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (j) any action similar to any of those enumerated above.

The information set forth in Items 2, 3, 4 and 6 of this Statement and the cover pages of this Statement is hereby incorporated by reference into this Item 5.

(a) and (b). From the first issuance on October 11, 2023 through the final issuance of October 24, 2023, the Reporting Persons beneficially owned an approximate range of 63% to 82% interest in the securities of the Issuer. As of December 7, 2023, the Reporting Persons may be deemed to beneficially own, in the aggregate, 9,997,575 Common Shares, which represent, in the aggregate, approximately 23.1% of the outstanding Common Shares, calculated pursuant to the Exchange Act and based on information provided by the Issuer.

(c) Except as set forth in Item 4, no Reporting Person has effected any transaction in the Common Shares during the past 60 days.

(d)-(e) not applicable.

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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 Exhibit to such joint filings. It is understood and agreed that each of the persons named below is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, but such person is not responsible for the completeness or accuracy of information concerning the other person(s) unless such person knows or has reason to believe that such information is inaccurate.

Date: December 11, 2023

EXHIBIT B

CREDIT SUPPORT SHARE AGREEMENT

This Credit Support Fee Agreement, dated as of August 25, 2023 (the “Agreement”), is entered into by and between 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 VENTURES LTD., a British Columbia company having a registered office at 1900 - 1040 West Georgia Street, Vancouver, British Columbia (“YBV”, and together with Company, the “Parties”, and each, a “Party”).

WHEREAS, the Company has requested that YBV provide credit support to the Company by providing (or causing to be provided) to Toronto-Dominion Bank (“TD”) an irrevocable standby letter of credit in the face amount of US $2,000,000 (the “Credit Support”) and YBV has provided such Credit Support prior to the date hereof;

WHEREAS, the provision of the Credit Support will be a benefit to the Company;

WHEREAS, in order to induce YBV to provide (or cause to provide) the Credit Support, the Company has agreed to issue to YBV common shares in the capital of the Company (“Shares”) as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Compensation.

1.1 In consideration of the Credit Support, the Company shall deliver to YBV Shares as follows:

1.2 The Company shall be responsible for any sales, VAT, or other similar taxes payable in connection with the issuance of the Shares pursuant to this Agreement.

1.3 YBV shall furnish such certificates or other documents reasonably required by the Company so that the issuance of the Shares hereunder complies with applicable securities laws and exchange requirements.

2. Registration Rights.

2.1 Following the date that the resale registration statement required to be filed by that certain Inducement Letter entered into by the Company on August 22, 2023 is declared effective (the “Inducement Effective Date”), the Company shall use its commercially reasonable efforts to file, a registration statement under the U.S. Securities Act of 1933, as amended (including the rules and regulations promulgated by the SEC thereunder) (the “Securities Act”) covering the resale any Shares issued hereunder on a delayed or continuous basis, as soon as reasonably practicable following the date of any issuance of Shares hereunder (“Registrable Securities”), but in any event prior to (i) 60 days following such issuance if such 60^th date is following Inducement Effective Date, or (ii) if such 60^th is not following Inducement Effective Date, on the earliest SEC filing date following the Inducement Effective Date.

2.2 Whenever the Company is required to use its commercially reasonable efforts to effect the registration of any offering of Registrable Securities under the Securities Act as provided in Section 2.1, the Company shall use its commercially reasonable efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall use its commercially reasonable efforts to cooperate in the sale of the Registrable Securities and shall use its commercially reasonable efforts to, as expeditiously as possible:

2.3 As used in this Section 2:

“Issuer· Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

“Prospectus” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, any Issuer Free Writing Prospectus related thereto, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus

“Registration Statement” means any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

3. Repayment of the Credit Support. If as of October 24, 2023, TD shall have drawn on the Credit Support, as soon as possible thereafter the Company shall reimburse YBV the amount of any such draw.

4. No Association. This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between YBV and Company for any purpose. YBV has no authority (and shall not hold itself out as having authority) to bind Company and YBV shall not make any agreements or representations on Company’s behalf without Company’s prior written consent.

5. Miscellaneous.

5.1 Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at the addresses set forth in the preamble to this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

5.2 Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.3 Amendments and Modifications. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

5.4 Assignment; Successors and Assigns. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will enure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

5.5 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

5.6 Entire Agreement. This Agreement and the documents to be delivered hereunder, and all related exhibits and schedules constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

5.7 Transaction Costs. The Company shall reimburse YBV for any out of pocket expenses incurred (including reasonable and documented fees of counsel to YBV) in connection with the preparation, documentation or enforcement of this Agreement or any of the matters referred to herein.

5.8 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

5.9 No Other Agreements. This Agreement represents the entire agreement of the Parties as to the matters set forth herein and shall supersede any and all previous contracts, arrangements or understandings among the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.