F-1: Bruush Oral Care Inc. Files for Resale of 198.1 Million Common Shares Amidst Merger Plans

Bruush Oral Care Inc. has filed a registration statement for the potential resale of up to 198.1 million common shares by selling securityholders, while also navigating a proposed merger with Arrive Technology Inc.

Summary

• Bruush Oral Care Inc. has filed a registration statement for the potential resale of up to 198,111,489 common shares by selling securityholders.
• The shares are issuable upon exercise of warrants and conversion of notes.
• The company is not selling any securities and will not receive proceeds from the sale of common shares by the selling securityholders, except potentially up to $6,527,000 from warrant exercises.
• Bruush is in the process of merging with Arrive Technology Inc., with the post-merger company expected to be renamed Arrive Technology Inc. and trade under the ticker symbol ARRV.
• The merger is subject to several conditions, including Nasdaq listing requirements and regulatory approvals.
• Post-merger, current Bruush shareholders are expected to own approximately 5.5% of the combined company.
• The company has recently engaged in equity and note financings, including agreements with Generating Alpha Ltd.
• Bruush received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement, which it has until May 13, 2024, to regain compliance.
• The company also received confirmation from Nasdaq that it has regained compliance with the Minimum Stockholders Equity Requirement and will be subject to a Mandatory Panel Monitor for one year.
• Bruush is an emerging growth company and a foreign private issuer, which provides certain exemptions from reporting requirements, but expects to lose foreign private issuer status after the merger.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there are positive aspects such as the merger plans and recent financings, the company faces challenges including Nasdaq compliance issues and increasing operating losses. The overall outlook is uncertain.

Positives

• The company has regained compliance with the Minimum Stockholders Equity Requirement.
• The company has engaged in equity and note financings to raise capital.
• The company is pursuing a merger with Arrive Technology Inc.

Negatives

• Bruush received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement.
• The company expects to lose its foreign private issuer status after the merger, which could result in significant additional costs and expenses.
• Current Bruush shareholders will have a significantly lower ownership and voting interest in the post-merger company.

Risks

• The merger with Arrive Technology Inc. may not be completed.
• The company may be exposed to increased litigation.
• The company may be unable to maintain and enhance its brand.
• The company may be unable to successfully launch new products.
• The company is dependent on the effectiveness of its marketing programs.
• The company relies on third-party contract manufacturers.
• The company may be subject to intellectual property claims.
• The company may be unable to obtain additional capital on favorable terms.
• The trading price of the company's common shares could be subject to wide fluctuations.

Future Outlook

The company is focused on completing the merger with Arrive Technology Inc. and managing its Nasdaq listing compliance.

Industry Context

The document indicates that Bruush operates in the competitive oral care market, facing competition from established players like Philips Sonicare and Oral-B, as well as emerging direct-to-consumer brands.

Comparison to Industry Standards

• The document mentions Philips Sonicare and Oral-B as major competitors, noting their high-end models retail for over $200.
• Emerging competitors like Burst, Goby, Moon, and Quip are mentioned as offering lower-priced alternatives, but with potentially inferior product quality.
• Bruush aims to offer comparable quality to Philips Sonicare and Oral-B at a lower price point, targeting a younger demographic through online distribution and subscription services.

Stakeholder Impact

• Shareholders will experience dilution post-merger.
• The company's ability to continue as a going concern is dependent on raising additional capital.
• The company's future performance will be affected by the success of the merger and its ability to manage its business.

Next Steps

• The company needs to regain compliance with Nasdaq's minimum bid price requirement by May 13, 2024.
• The company needs to complete the merger with Arrive Technology Inc.
• The company needs to manage its cash flow and working capital.

Key Dates

Keywords

Common Shares, Merger, Warrants, Financing, Nasdaq, Bruush, Arrive