BRSH 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. 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. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 5, 2024

(Date of Event Which Requires Filing of this Statement)

 

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).

 

 

 

CUSIP No. 11750K203

13D

 

1	NAMES OF REPORTING PERSONS
	Yaletown Bros. Ventures Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		40,262,589 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		40,262,589 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,262,589 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

⁽¹⁾ Includes 33,000,000 common shares issuable upon the exercise of 33,000,000 Pre-Funded Warrants (as defined in Item 4 and Item 5).

 

⁽²⁾ Based on 100,970,818 common shares outstanding as of January 30, 2024, according to information provided by the Issuer.

 

 

CUSIP No. 11750K203

13D

 

1	NAMES OF REPORTING PERSONS
	Matthew Friesen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		40,262,589 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		40,262,589 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,262,589 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

⁽¹⁾ Includes 33,000,000 common shares issuable upon the exercise of 33,000,000 Pre-Funded Warrants (as defined in Item 4 and Item 5).

 

⁽²⁾ Based on 100,970,818 common shares outstanding as of January 30, 2024, according to information provided by the Issuer.

 

 

CUSIP No. 11750K203

13D

 

1	NAMES OF REPORTING PERSONS
	Bradley Friesen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
		(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		40,262,589 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		40,262,589 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,262,589 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

⁽¹⁾ Includes 33,000,000 common shares issuable upon the exercise of 33,000,000 Pre-Funded Warrants (as defined in Item 4 and Item 5).

 

⁽²⁾ Based on 100,970,818 common shares outstanding as of January 30, 2024, according to information provided by the Issuer.

 

This Amendment No. 2 to Schedule 13D amends and supplements the previously filed Schedule 13D filed by the Reporting Persons. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

 

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

 

Item 1.

Security and 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.

 

Item 2.

Identity and Background.

 

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.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is supplemented and amended, as the case may be, as follows:

 

The disclosures in Item 4 are incorporated herein, by reference.

 

Item 4.

Purpose of Transaction.

 

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

 

Item 5.

Interest in Securities of the Issuer.

 

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.

 

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference.

 

(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 February 9, 2024, the Reporting Persons may be deemed to beneficially own, in the aggregate, 40,262,589 Common Shares, which represent, approximately 30% of the outstanding Common Shares, calculated pursuant to the Exchange Act and based on information provided by the Issuer. The 7,262,589 Common Shares owned by the Reporting Persons prior to the exercise of the Pre-Funded Warrants represents approximately 7% of the Common Shares outstanding, based on the 100,970,818 Common Shares outstanding as of January 30, 2024.

 

(c) The Reporting Persons disposed of 1,776,986 Common Shares of the Issuer in the open market as detailed below:

 

Trade Date		Buy/Sell		Shares		Price
2/5/2024		Sell		250,000		.1080
2/6/2024		Sell		500,000		.1116
2/7/2024		Sell		125,542		.1051
2/8/2024		Sell		151,444		.1056
2/8/2024		Sell		250,000		.1054
2/8/2024		Sell		250,000		.1062
2/8/2024		Sell		250,000		.1137

 

(d)-(e) not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

not applicable

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit A

Joint Filing Agreement, dated as of February 9, 2024, among the Reporting Persons.

 

 

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.

 

Dated: February 9, 2024
YALETOWN BROS. VENTURES LTD
By:	/s/ Matthew Friesen
Name:	Matthew Friesen
Title:	General Partner
By:	/s/ Bradley Friesen
Name:	Bradley Friesen
Title:	General Partner
MATTHEW FRIESEN
By:	/s/ Matthew Friesen
Name:	Matthew Friesen
BRADLEY FRIESEN
By:	/s/ Bradley Friesen
Name:	Bradley Friesen

 

 

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: February 9, 2024

 

YALETOWN BROS. VENTURES LTD
By:	/s/ Matthew Friesen
By:	Matthew Friesen,
	Its General Partner
By:	/s/ Bradley Friesen
By:	Bradley Friesen,
	Its General Partner

 

MATTHEW FRIESEN
By:	/s/ Matthew Friesen
Name:	Matthew Friesen
BRADLEY FRIESEN
By:	/s/ Bradley Friesen
Name:	Bradley Friesen

 

 

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