Asfiled with the Securities and Exchange Commission on December 27, 2022.

RegistrationNo. 333-[●]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMF-1

REGISTRATIONSTATEMENT UNDER SECURITIES ACT OF 1933

BruushOral Care Inc.

(Exactname of Registrant as specified in its charter)

128West Hastings Street, Unit 210

Vancouver,British Columbia V6B 1G8

Canada

(844)427-8774

(Address,including zip code, and telephone number, including

areacode, of Registrant’s principal executive offices)

CogencyGlobal Inc.

122East 42nd Street, 18^th Floor

NewYork, NY 10168

(800)221-0102

(Name,address, including zip code, and telephone number,

includingarea code, of agent for service)

Copiesof all communications, including communications sent to agent for service, should be sent to:

JosephM. Lucosky, Esq.

LahdanS. Rahmati, Esq.

LucoskyBrookman LLP

101Wood Avenue South, 5th Floor

Woodbridge,NJ 08830

(732)395-4402

jlucosky@lucbro.com

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerginggrowth company ☒

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission, or “SEC”, is effective. This preliminary prospectus is not anoffer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

9,833,336SHARES OF COMMON STOCK

REPRESENTING

2,966,667SHARES OF COMMON STOCK

4,916,668SHARES OF COMMON STOCK UNDERLYING 4,916,6668WARRANTS AND

1,950,001 SHARES OF COMMON STOCK UNDERLYING

1,950,001PRE-FUNDED WARRANTS

Thisprospectus relates to the offer and sale, from time to time, by the Selling Securityholders named herein (the “Selling Securityholders”)of an aggregate of 9,833,336 shares of common stock without par value (“Common Stock”) of Bruush Oral CareInc. (the “Company”) consisting of (a) 2,966,667 shares of Common Stock, (b) 4,916,668 shares of CommonStock underlying 4,916,668 warrants (“Common Warrants”) and (c) 1,950,001 shares of Common Stock underlying1,950,001 pre-funded warrants (“Pre-Funded Warrants”) (Common Warrants and Pre-Funded Warrants are together referredto as “Warrants”). The Common Warrants entitle the holder thereof to purchase one share of common stock for $0.60per share, subject to certain adjustments to the exercise price. The Pre-Funded Warrants entitle the holder thereofto purchase one share of common stock for $0.001 per share.

SellingSecurityholders may sell shares of Common Stock at market prices prevailing at the times of sale, prices related to the prevailing market prices or negotiated prices. TheSelling Securityholders may offer shares of Common Stock to or through underwriters, dealers or other agents, directly to investorsor through any other manner permitted by law, on a continued or delayed basis. We will bear all costs, expenses and fees in connectionwith the registration of the securities offered by this prospectus, and the Selling Securityholders will bear all incrementalselling expenses, including commissions and discounts, brokerage fees and other similar selling expenses they incur in saleof the securities. See “Plan of Distribution”. The Company’s executive officers, directors and 10% ormore shareholders executed lock-up agreements and are subject to lock-up restrictions for sales into the public market with respectto Common Stock through March 7, 2023.

Weare not selling any securities in this offering, and we will not receive any proceeds from the sale of any securities by the SellingSecurityholders. The registration of the securities covered by this prospectus does not necessarily mean that any of these securitieswill be offered or sold by the Selling Securityholders. The timing and amount of any sale is within the respective Security Holder’ssole discretion, subject to certain restrictions. To the extent that any Security Holder sells any securities, such holder may be requiredto provide you with this prospectus identifying and containing specific information about the Selling Securityholders andthe terms of the securities being offered.

Ourshares of Common Stock and warrants are quoted on The Nasdaq Stock Market (the “Nasdaq”) under the trading symbols“BRSH” and “BRSHW”, respectively. On December 21, 2022, the closing price of our Common Stock on Nasdaqwas $0.48 per share and the closing price of our warrants on Nasdaq was $0.093 per warrant.

TheSelling Securityholders and intermediaries through whom the securities are sold may be deemed “underwriters” withinthe meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby,and any profits realized or commissions received may be deemed underwriting compensation.

We may amend or supplement this prospectus fromtime to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplementscarefully before you make your investment decision.

Investing in our securities involves a highdegree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in the Common Stockand our Company. See “Risk Factors” beginning on page 6 for a discussion of information that should be considered in connectionwith an investment in our securities.

Weare a “foreign private issuer” and an “emerging growth company” each as defined under the federal securitieslaws, and, as such, we will be subject to reduced public company reporting requirements. See the section entitled “Prospectus Summary—Implicationsof Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is _______, 2023

TABLEOF CONTENTS

AboutThis Prospectus

Neitherwe nor the Selling Securityholders have authorized anyone to provide information different from or additional to that containedin this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf.The Selling Securityholders named in this prospectus may, from time to time, sell the securitiesdescribed in this prospectus in one or more offerings.  Neither we nor the Selling Securityholders take any responsibilityfor, and can provide no assurance as to the reliability of, any information other than the information in this prospectus, any amendmentor supplement to this prospectus, and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectusnor the sale of our securities in this offering means that information contained in this prospectus is correct after the date of thisprospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these shares in any circumstances under whichsuch offer or solicitation is unlawful.

Wepresent our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the InternationalAccounting Standards Board, or the IASB. None of the financial statements included herein wereprepared in accordance with generally accepted accounting principles in the United States, or US GAAP. IFRS differs from US GAAP incertain material respects and thus may not be comparable to financial information presented by U.S. companies.

TheSelling Securityholders are offering to sell theshares of Common Stock, and seeking offers to buy the shares of Common Stock, only in jurisdictions where offers and salesare permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of deliveryof this prospectus or any sale of the securities.

Forinvestors outside of the United States: Neither we nor the Selling Securityholders have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictionsrelating to this offering and the distribution of this prospectus outside of the United States.

Throughoutthis prospectus, unless otherwise designatedor the context requires otherwise, the terms “we”, “us”, the “Company”, and “our”refer to Bruush Oral Care Inc. Unless the context requires otherwise, all references to our financial statements mean the financialstatements of our Company included herein.

Enforcementof Civil Liabilities

Weare a company incorporated under the law of British Columbia, Canada. Some of our directors and officers, and some of the experts namedin this prospectus, are residents of Canada orotherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion ofour assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but itmay be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officersand experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States torealize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liabilityof our directors, officers and experts under the United States federal securities laws. There can be no assurance that U.S. investorswill be able to enforce against us, directors, officers or certain experts named herein who are residents of Canada orother countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securitieslaws.

CautionaryNote Regarding Forward-Looking Statements

Wediscuss in this prospectus our business strategy, market opportunity, capital requirements, product introductions and development plansand the adequacy of our funding. Other statements contained in this prospectus, which are not historical facts, are also forward-lookingstatements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”“could,” “should,” “expects,” “anticipates,” “intends,” “plans,”“believes,” “seeks,” “estimates” or similar expressionsthat predict or indicate future events or trends or that are not statements of historical matters.

Forward-lookingstatements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for futureoperational improvements and capital investments, operational performance, future market conditions or economic performance and developmentsin the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumedfuture results of operations of the Company. 

Wecaution investors against placing undue reliance on forward-looking statements presented in this prospectus, or that we may makeorally or in writing from time to time, which are based on the beliefs of, assumptions made by, and information currently availableto, us. These statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertaintiesand factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are nota guarantee of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expectedto differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-lookingstatements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. Certainrisks are discussed in this prospectus and also from time to time in our other filings with the U.S. Securities and Exchange Commission(“SEC”). For additional information regarding risk factors that could affect the Company’s projections, see “RiskFactors” beginning on page 6 of this prospectus, and as may be included from time-to-time in our reports filed with the SEC whichwill be accessible at www.sec.gov, and which you are advised to consult.

Thisprospectus and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expresslyqualified in their entirety by the cautionary statements contained or referred to in this section. The forward-looking statements speakonly as of the time of such statements and we do not undertake or plan to update or revise such forward-looking statements as more informationbecomes available or to reflect changes in expectations, assumptions or results, except as and to the extent required by applicable securitieslaws. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or anymaterial adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus, could materiallyand adversely affect our results of operations, financial condition, liquidity, and our future performance.

IndustryData and Forecasts

Thisprospectus contains data related to the oral healthcare products industry in Canada and the United States. This industry data includesprojections that are based on a number of assumptions which have been derived from industry and government sources which we believe tobe reasonable. The oral healthcare products industry may not grow at the rate projected by industry data, or at all. The failure of theindustry to grow as anticipated is likely to have a material adverse effect on our business and the market price of shares of our CommonStock. In addition, the rapidly changing nature of the oral healthcare products industry and consumer preferences subjects any projectionsor estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if anyone or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differfrom the projections based on these assumptions.

RiskFactors

Investingin our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, togetherwith all of the other information in this prospectus, including our financial statements and related notes included elsewhere in thisprospectus, before making an investment decision. If any of the following risks are realized, our business, financial condition, resultsof operations and prospects could be materially and adversely affected. In that event, the trading price of our securities could decline,and you could lose part or all of your investment.

RisksRelated to the Company’s Business

Weface competition from companies with longer operating histories, greater brand recognition and significantly greater financial, marketingand other resources.

Ourbusiness is rapidly evolving and intensely competitive and we have many competitors across the oral care space. Our competition withrespect to these offerings includes toothbrush and brush head manufacturers as well as ancillary product manufacturers. Our core toothbrushproduct competes with new and established manufacturers, direct-to-consumer companies and white label in-house brands offered by somelarge retail chains and department stores, some of which are sold at a lower price point than ours. We believe that our ability to competesuccessfully depends upon many factors both within and beyond our control, including:

Someof our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfilmentinfrastructures, faster and less costly shipping, greater resources and technical capabilities, significantly greater financial, marketingand other resources and larger customer bases than we do. These factors may allow our competitors to derive greater revenues and profitsfrom their existing customer base, capture market share from us, acquire customers at lower costs or respond more quickly than we canto new or emerging technologies and changes in consumer preferences or habits. These competitors may engage in more extensive researchand development efforts, undertake larger and more impactful marketing campaigns and adopt more aggressive pricing strategies, whichmay allow them to build larger customer bases or generate revenues from their customer bases more effectively than we do.

Wemust maintain and enhance our brand or we may not achieve our growth objectives.

Ourbrand name and image are integral to the growth of our business and to the implementation of our strategies for expanding our business.We believe that our brand image has significantly contributed to the success of our business and is critical to maintaining and expandingour customer base. Maintaining and enhancing our brand may require us to make substantial investments in research and development, marketingand building awareness, and these investments may not be successful.

Weanticipate that, as our business expands into new markets and new product categories, and as the industries in which we operate becomeincreasingly competitive, maintaining and enhancing our brand may become difficult and expensive. For example, consumers in any new internationalmarkets into which we expand may not know our brand and/or may not accept our brand resulting in increased costs to market and attractcustomers to our brand. Further, as we develop retail partnerships, it may be difficult for us to maintain control of our brand withour retail partners, which may result in negative perceptions of our brand. Our brand may also be adversely affected if our public imageor reputation is tarnished by negative publicity, including negative social media campaigns or poor reviews of our products or customerexperiences. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, unfair laborpractices and failure to protect our intellectual property rights are some of the potential threats to the strength of our brand, andthose and other factors could rapidly and severely diminish consumer confidence in us. Failure to maintain the strength of our brandcould have a material adverse effect on our business, financial condition and results of operations.

Ourinability to successfully launch new products may adversely affect our business.

Launchingnew products can involve a significant investment in advertising and public relations campaigns. There are also certain risks involvedin launching new products, including increased costs in the near term associated with the introduction of new product lines, developmentdelays, failure of new products to achieve anticipated levels of market acceptance, the possibility of increased competition with ourcurrent products and unrecovered costs associated with failed product introductions.

Ourability to design, develop and commercially launch new products depends on a number of factors, including, but not limited to, our abilityto design and implement solutions at an acceptable cost and quality, the availability of critical components from third parties and ourability to successfully complete the development of products in a timely manner. There is no guarantee that we will be able to respondto market demands. If we are unable to respond effectively to technological changes, or we fail to develop products in a timely and cost-effectivemanner, our products may become obsolete, and we may be unable to recover our research and development expenses which could negativelyimpact sales, profitability and the continued viability of our business.

Launchingnew products or updating existing products may also leave us with inventory that we may not be able to sell, or we may be required tosell at significantly discounted prices. Further, as we expand into new markets, we may not accurately predict consumer preferences inthat market, which could result in lower-than-expected sales. Additionally, launching new products requires substantial investments inresearch and development. Investments in research and development are inherently speculative and require substantial capital and otherexpenditures. Unforeseen obstacles and challenges that we encounter in the research and development process could result in delays orthe abandonment of plans to launch new products and may substantially increase development costs. If we are unable to maintain the highproduct-quality standards expected by our customers when we launch new products, or if our competitors are able to produce higher qualityor more accessible products, our sales may be harmed. Should this occur, we may need to increase our investments in research and developmentand manufacturing processes, lower our prices or take other measures to address any loss of sales, which could increase our expenses,reduce our margins and/or negatively impact our brand and our ability to execute our overall pricing and promotion strategy. We may notbe successful in executing our growth strategy related to launching new products, and failure to successfully launch new products couldhave a material adverse effect on our business, financial condition and results of operations.

Weare dependent on the effectiveness of our marketing programs.

Weare dependent on the effectiveness of our marketing programs and the efficiency of our related expenditures in generating consumer awarenessand sales of our products. We rely on a combination of paid and unpaid advertising and public relations efforts to market our products.

Ourpaid marketing efforts include digital advertising, podcast and streaming media campaigns, influencer collaborations, public relationsinitiatives, affiliate partnerships and special discount offers. These efforts are expensive and may not result in the cost-effectiveacquisition of customers. We cannot ensure that the net profit from new customers we acquire will ultimately exceed the cost of acquiringthose customers. Moreover, we rely in part upon third parties, such as marketing agencies, social media influencers and product reviewers,for both paid and unpaid services, and we are unable to fully control their efforts. We obtain a significant amount of traffic via searchengines and, therefore, rely on search engines such as Google. Search engines frequently update and change the logic that determinesthe placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our sitecan be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its algorithms or results in amanner that negatively affects our paid or unpaid search ranking, and competitive dynamics could impact the effectiveness of search enginemarketing or search engine optimization. We also obtain a significant amount of traffic via social networking websites or other channelsused by current and prospective customers. As e-commerce and social networking continue to evolve rapidly, we must continue to establishrelationships with these channels and may be unable to develop or maintain these relationships on acceptable terms. If we are unableto cost-effectively drive traffic to our sites, our ability to acquire new customers and our financial condition would suffer. In addition,the number of third-party providers of consumer product reviews, consumer recommendations and referrals is growing across industriesand may influence consumers.

Moreover,if any of the third parties on which we rely were to cease operations, temporarily or permanently, face financial distress or other businessdisruption, we could suffer increased costs and delays in their ability to provide similar services until an equivalent service providercould be found, or until we could develop replacement technology or operations, any of which could also have an adverse impact on ourbusiness and financial performance. We continue to evolve our marketing strategies by adjusting our messages, the amount we spend onadvertising and where we spend it with no assurance that we will be successful in developing future effective messages or in achievingefficiency in our marketing and advertising expenditures. Our marketing activities and the marketing activities of any third partieson which we rely are subject to various types of regulations, including laws relating to the protection of personal information, consumerprotection and competition.

Productliability claims could hurt our business.

Wemay be required to pay for losses or injuries purportedly caused by our products or be subject to various product liability claims inthe future. Claims could be based on allegations that, among other things, our products contain contaminants, include inadequate instructionsor provide inadequate warnings concerning side effects or interactions with other products or substances. In addition, product liabilityclaims may result in negative publicity that may materially adversely affect our sales. Also, if one of our products is found to be defective,we may be required to recall it, which may result in substantial expense and adverse publicity and materially adversely affect our sales.Potential product liability claims may exceed the amount of our insurance coverage or potential product liability claims may be excludedunder the terms of our policy, which could adversely affect our financial condition. In addition, we may be required to pay higher premiumsand accept higher deductibles in order to secure adequate insurance coverage in the future.

Changingconsumer preferences may negatively impact our business.

Themarket for electric toothbrushes as a retail category is still emerging and if it does not continue to grow, if it grows more slowlythan expected or if it does not achieve the growth potential we expect, our brand, business, financial condition or results of operationscould be adversely affected. The Company’s success depends on the ongoing need for and appeal of an electric toothbrush with subscription-basedbrush head replacement program. Consumer preferences with respect to such personal items are continuously changing and are difficultto predict. As a result of changing consumer preferences, many specialized toothbrushes are successfully marketed for a short periodof time, but then interest or demand or consumer requirements change. We cannot ensure that our electric toothbrush will achieve customeracceptance or that it will continue to be popular with consumers for any significant period of time. We also cannot ensure that new productswill achieve an acceptable degree of market acceptance, or that if such acceptance is achieved, it will be maintained for any significantperiod of time. Our success is dependent upon our ability to develop, introduce and gain customer acceptance and their willingness tocontinue on a long-term basis to adapt their normal hygiene routine to using the Company’s electric toothbrush and to keep enticingnew customers to transition from a manual toothbrush to an electric toothbrush. The failure of our product to achieve and sustain marketacceptance could have a material adverse effect on our financial condition and results of operations.

Wehave a limited operating history.

Wehave a limited operating history with the current scale of our business, which makes it difficult to forecast our future results, particularlywith respect to our own and third-party retail channels, which we have only recently developed. You should not rely on our past annualor quarterly results of operations as indicators of future performance. You should consider and evaluate our prospects in light of therisks and uncertainty frequently encountered by companies like ours. We may experience fluctuations in our quarterly results of operationsdue to seasonality and other factors, which could make sequential quarter to quarter comparison an unreliable indication of our performance.

Failureto attract new customers and subscribers, or retain existing customers and subscribers, or failure to do either in a cost-effective mannerwill harm our business.

Oursuccess depends, in part, on our ability to attract new customers and retain existing subscribers in a cost-effective manner. Althoughwe have historically experienced a high percentage of customers enroll in our brush head refill plan, where they are automatically chargedand shipped a three-pack of replacement brush heads every six months, our customers may choose not to do so in the future or we may encounterdifficulties during the technical processing of the renewal of credit card processing due to, for instance, the expiration or blockingof the applicable credit card. We have made, and we expect that we will continue to make, significant investments in attracting and retainingcustomers and subscribers through paid marketing efforts including digital advertising, podcast and streaming media campaigns, influencercollaborations, public relations initiatives, affiliate partnerships and special discount offers. Marketing campaigns can be expensiveand may not result in the cost-effective acquisition or retention of customers and subscribers. Further, as our brand becomes more widelyknown, future marketing campaigns may not attract new or retain customers and subscribers at the same rate as past campaigns. If we areunable to attract new customers and subscribers, or retain existing customers and subscribers, our business will be harmed.

Werely on social media and influencers.

Weuse third-party social media platforms as marketing tools, among other things. For example, we deliver brand and direct response creativethroughout Facebook, Instagram, Google, YouTube, Tik Tok and Snapchat, as well as maintain our own Facebook, Instagram and Tik Tok accounts.We also maintain relationships with social media influencers and engage in sponsorship initiatives. As existing e-commerce and socialmedia platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms andestablish presences on new or emerging popular social media platforms. If we are unable to cost-effectively use social media platformsas marketing tools or if the social media platforms we use do not evolve quickly enough for us to fully optimize such platforms, ourability to acquire new consumers and our financial condition may suffer. Furthermore, as laws and regulations rapidly evolve to governthe use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or thirdparties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise couldsubject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effecton our business, financial condition and operating results.

Ourreliance on third-party contract manufacturers and inability to fully control them may harm our business.

Ourproducts are produced by third-party contract manufacturers. We face the risk that these third-party contract manufacturers may not produceand deliver our products on a timely basis, or at all. These difficulties may include reductions in the availability of production capacity,errors in complying with product specifications and customer requirements, insufficient quality control, sharing competitively sensitiveinformation with our competitors, failure to meet production deadlines, failure to achieve our product or packaging quality standards,inability to access new or quality materials, shipping mistakes, increases in costs of materials and manufacturing or other businessinterruptions. The ability of our manufacturers to effectively satisfy our production requirements could also be impacted by manufacturerfinancial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster or other events. The failure ofany manufacturer to perform to our expectations could result in supply shortages or delays for certain products and harm our business.If we experience significantly increased demand, or if we need to replace an existing manufacturer due to lack of performance, we maybe unable to supplement or replace our manufacturing capacity on a timely basis or on terms that are acceptable to us, which may increaseour costs, reduce our margins or harm our ability to deliver our products on time. For certain of our products, it may take a significantamount of time to identify and qualify a manufacturer that has the capability and resources to produce our products to our specificationsin sufficient volume and satisfy our service and quality control standards.

Thecapacity of our manufacturers to produce our products is also dependent upon the availability of raw materials. Our manufacturersmay not be able to obtain sufficient supply of raw materials, which could result in delays in deliveries of our products by ourmanufacturers or increased costs. Any shortage of raw materials or inability of a manufacturer to produce or ship our products in atimely manner, or at all, could impair our ability to ship orders of our products in a cost-efficient, timely manner and could causeus to miss the delivery requirements of our customers. As a result, we could experience cancellations of orders, refusals to acceptdeliveries or reductions in our prices and margins, any of which could harm our financial performance, reputation and results ofoperations. Moreover, third-party manufacturers of our products and components must comply with applicable regulatory requirements,which may require significant resources and subject our manufacturers to potential regulatory inspections, stoppages or enforcementactions. It is difficult for us to accurately and consistently monitor and control third-party manufacturer compliance with allapplication laws, rules and regulations. Additionally, we currently have third-party manufacturing partners located in Canada andChina, where it is even more difficult for us to ensure compliance with all applicable domestic and foreign laws, rules andregulations. Our reliance on third-party manufacturers and inability to fully control any operational difficulties with ourthird-party manufacturers could have a material adverse effect on our business, financial condition and results ofoperations.

Wehave contracts with our manufacturers who may breach these agreements, and we may not be able to enforce our rights under these agreementsor may incur significant costs attempting to do so. As a result, we cannot predict with certainty our ability to obtain products in adequatequantities, of required quality and at acceptable prices from our suppliers and manufacturers in the future. Any one of these risks couldharm our ability to deliver our products on time, or at all, damage our reputation and our relationships with our retail partners andcustomers or increase our product costs thereby reducing our margins.

Also,because most of our arrangements with our manufacturers are not exclusive, manufacturers could produce similar products for our competitors.Even when we have exclusivity arrangements, those manufacturers could choose to breach our agreements and work with our competitors andwe may not become aware of such breaches or have remedies against the manufacturer for such breaches.

Manufacturingrisks, including risks related to manufacturing in China, may adversely affect our ability to manufacture our products and could reduceour gross margin and our profitability.

Werely on third party manufacturers in China to manufacture our products. As a result, our business is subject to risks associated withdoing business in China, including:

Economicregulation, trade restrictions and increasing manufacturing costs in China could adversely impact our business and results of operations.

Wecontract with manufacturing facilities in China. For many years, the Chinese economy has experienced periods of rapid growth. An increasein the cost of labor or taxes on wages in China may lead to an increase in the cost of goods manufactured in China. Significant increasesin wages or wage taxes paid by contract manufacturing facilities may increase the cost of goods manufactured in China which could havea material adverse effect on the Company’s profit margins and profitability. Additionally, government trade policies, includingthe imposition of tariffs, export restrictions, sanctions or other retaliatory measures could limit our ability to source materials andproducts from China at acceptable prices or at all. We do not currently have arrangements with contract manufacturers in other countriesthat may be acceptable substitutes. We cannot predict what actions may ultimately be taken with respect to tariffs, export controls,countermeasures or other trade measures between the U.S. and China or other countries and what products may be subject to such actions.To the extent such actions inhibit our transactions with contract manufacturing facilities and suppliers in China, our business may bematerially adversely affected.

TheCOVID-19 pandemic may negatively impact the manufacturing of our products by third-party manufacturers and the shipment of products toour fulfilment center in the United States.

TheCOVID-19 pandemic and the travel restrictions, quarantines and related public health measures and actions taken by governments and theprivate sector have adversely affected global economies and financial markets. The extent to which it may continue to impact our futureresults of operations and overall financial performance remains uncertain. The global macroeconomic effects of the pandemic may persistfor an indefinite period of time, even though the initial waves of the pandemic have subsided.

Wedevelop and manufacture products with third-party manufacturing partners located in China and Canada. The sourcing and purchase of rawmaterials is managed by the Company’s third-party manufacturing partners. Although to date we have not experienced any materialinterruptions or delays related to the manufacture of our products in China or Canada or moving our products from our manufacturers inChina and Canada to our third-party fulfilment and logistics partner in Salt Lake City, Utah, there can be no assurance that we willnot experience these impacts in the future. Such impacts if material and sustained would affect, among other things:

Ourfailure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, or otherwiseto protect our confidential information, could damage our reputation and brand and substantially harm our business and operating results.

Wecollect, maintain, transmit and store data about our customers, employees, contractors, suppliers, vendors and others, including creditcard information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-partyservice providers that store, process and transmit certain proprietary, personal and confidential information on our behalf. We relyon encryption and authentication technology licensed from third parties in an effort to securely transmit, encrypt, anonymize or pseudonymizecertain confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveriesor other developments may result in the whole or partial failure of this technology to protect transaction and personal data or otherconfidential and sensitive information from being breached or compromised.

Oursecurity measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-serviceattacks, viruses, malicious software, break-ins, phishing attacks, ransom-ware, social engineering, security breaches or other attacksand similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems,or that we or our third-party service providers otherwise maintain, including payment card systems and human resources management platforms.We and our service providers may not anticipate, discover or prevent all types of attacks until after they have already been launched,and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched againstus or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, includingintentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breachesof our security measures or those of our third-party service providers or cyber security incidents could result in: (i) unauthorizedaccess to our sites, networks and systems; (ii) unauthorized access to and misappropriation of personal information, including consumers’and employees’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties;(iii) limited or terminated access to certain payment methods or fines or higher transaction fees to use such methods; (iv) viruses,worms, spyware or other malware being served from our sites, networks or systems; (v) deletion or modification of content or the displayof unauthorized content on our sites; (vi) interruption, disruption or malfunction of operations; (vii) costs relating to breach remediation,deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiriesand coverage; (vii) engagement of third-party experts and consultants; or (vii) litigation, regulatory action and other potential liabilities.If any of these breaches of security occur: (i) our reputation and brand could be damaged; (ii) our business may suffer; (iii) we couldbe required to expend significant capital and other resources to alleviate problems caused by such breaches; or (iv) we could be exposedto a risk of loss, litigation or regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’spassword could access that customer’s transaction data or personal information. Any compromise or breach of our security measures,or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significantlegal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverseeffect on our business, financial condition and operating results. We may need to devote significant resources to protect against securitybreaches or to address problems caused by breaches, diverting resources from the growth and expansion of our business.

Globaleconomy risk may negatively impact our business operations and our ability to raise capital.

Thevolatility of global capital markets over the past several years has generally made the raising of capital by equity or debt financingmore difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, the Company is subjectto liquidity risks in meeting its operating expenditure requirements and future cost requirements in instances where adequate cash positionsare unable to be maintained or appropriate financing is unavailable. These factors may impact our ability to raise equity or obtain loansand other credit facilities in the future and on favorable terms. If these levels of volatility persist or if there is a further economicslowdown, our operations, our ability to raise capital and the trading price of our Company’s securities could be adversely impacted.

Oursuccess depends on management and key personnel.

Oursuccess is currently largely dependent on the performance of our directors and officers, specifically our founder and CEO, AneilManhas. The loss of the services of any of these persons could have a materially adverse effect on our business and prospects. Thereis no assurance we can retain the services of our directors, officers or other qualified personnel required to operate our business.As our business activity grows, we will require additional key financial, operations, and marketing personnel as well as additionaladministrative staff. There can be no assurance that these efforts will be successful in attracting, training and retainingqualified personnel as competition for persons with these skill sets increase. If we are not successful in attracting, training andretaining qualified personnel, the efficiency of our operations could be impaired, which could have an adverse impact on ouroperations and financial condition.

MatthewKavanagh was the Company’s as Chief Financial Officer from February 2022 until October 2022. Mr. Kavanagh’s resignation didnot result from any dispute or disagreement with our Company regarding our practices, policies, or otherwise. For more information, see“Management.”

Claimsand legal proceedings may harm our business and divert the attention of management.

Fromtime to time in the ordinary course of our business, or otherwise, the Company and/or its directors and officers may be subject to avariety of civil or other legal proceedings, with or without merit including commercial, employment and other litigation and claims,as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’sattention and resources and cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable,the results of any such actions may have a material adverse effect on the Company’s business, operating results or financial condition.

Wemay be subject to intellectual property claims that create uncertainty about ownership or use of technology essential to our businessand divert our managerial and other resources.

Oursuccess depends, in part, on our ability to operate without infringing the intellectual property rights of others. Third parties may,in the future, claim our current or future products, trademarks, technologies, business methods or processes infringe their intellectualproperty rights or challenge the validity of our intellectual property rights. We may be subject to patent infringement claims or otherintellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical technologiesor business methods. We may also become subject to interference proceedings conducted in the patent and trademark offices of variouscountries to determine the priority of inventions.

Thedefense and prosecution, if necessary, of intellectual property suits, interference proceedings and related legal and administrativeproceedings can become very costly and may divert our technical and management personnel from their normal responsibilities. We may notprevail in any of these suits or proceedings. An adverse determination of any litigation or defense proceedings could require us to paysubstantial compensatory and exemplary damages, could restrain us from using critical technologies, business methods or processes, andcould result in us losing or not gaining valuable intellectual property rights.

Furthermore,due to the voluminous amount of discovery frequently conducted in connection with intellectual property litigation, some of our confidentialinformation could be disclosed to competitors during this type of litigation. In addition, public announcements of the results of hearings,motions or other interim proceedings or developments in the litigation could be perceived negatively by investors and thus have an adverseeffect on the trading price of our Common Stock.

Complyingwith requirements related to being a reporting company may be difficult, costly, divert the attention of management and harm our business.

Weare subject to reporting requirements under applicable securities law, the listing requirements of Nasdaq and other applicable securitiesrules and regulations. Compliance with these requirements will increase legal and financial compliance costs, make some activities moredifficult, time consuming or costly and increase demand on existing systems and resources. Among other things, the Company is requiredto file annual and current reports with respect to its business and results of operations and maintain effective disclosure controlsand procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls andprocedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may berequired. As a result, management’s attention may be diverted from other business concerns, which could harm the Company’sbusiness and results of operations. The Company may need to hire additional employees to comply with these requirements in the future,which would increase its costs and expenses.

Managementof the Company expects that being a reporting issuer will make it more expensive to obtain and maintain directors’ and officers’liability insurance, and the Company may in the future be required to accept reduced coverage or incur substantially higher costs toobtain or maintain adequate coverage. This factor could also make it more difficult for the Company to retain qualified directors andexecutive officers.

Compliancewith new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increasesour costs of compliance.

Changinglaws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Actof 2002, new SEC regulations, rules of the Nasdaq Stock Market, are creating uncertainty for companies like ours and adding complexityto our corporate compliance regime. These new or changed laws, regulations and standards may lack specificity and are subject to varyinginterpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. Thiscould result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions tosuch governance standards. We are committed to maintaining high standards of corporate governance and public disclosure, and our effortsto comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increasedgeneral and administrative expenses and significant management time and attention. In addition, the new laws, regulations and standardsregarding corporate governance may make it more difficult for us to obtain or maintain directors’ and officers’ liabilityinsurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liabilityin connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board membersand executive officers, which could harm our business. In certain instances, compliance requirements under certain rules of the NasdaqStock Market are more onerous than those under the Sarbanes-Oxley Act of 2002. For example, our board of directors is required to statethat they have established internal financial controls to be followed by the Company and that such internal financial controls are adequateand were operating effectively.

Ifwe fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timelinessof our financial reporting may be adversely affected.

Weare subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’sinternal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issuean attestation report on the effectiveness of the Company’s internal control over financial reporting.

Werecognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achievingtheir objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controlsand procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registeredpublic accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurancelevel. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we haveincurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources inan effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirementsof Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the Nasdaqor other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.

Weare an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosurerequirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

Weare an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we may take advantage of certain exemptionsfrom various reporting requirements that are applicable to other public companies that are not emerging growth companies, including,but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions fromthe requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute paymentsnot previously approved. In addition, an emerging growth company may take advantage of an extended transition period for complying withnew or revised accounting standards applicable to public companies. We currently prepare our financial statements in accordance withIFRS as issued by the IASB, so we are unable to make use of the extended transition period. However, in the event that we convert toUS GAAP (which we do not currently intend to do) while we remain an emerging growth company, we have irrevocably elected to opt out ofsuch extended transition period.

Asa result, our shareholders may not have access to certain information they may deem important. We may take advantage of these provisionsfor up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth companyupon the earliest of the following: (i) the last day of the first fiscal year in which our annual revenues were at least $1.07 billion;(ii) the last day of the fiscal year following the fifth anniversary of this offering; (iii) the date on which we have issued more than$1.0 billion of non-convertible debt securities over a three-year period; or (iv) the last day of the fiscal year during which we meetthe following conditions: (i) the worldwide market value of our common equity securities held by non-affiliates as of our most recentlycompleted second fiscal quarter is at least $700 million; (ii) we have been subject to U.S. public company reporting requirements forat least 12 months; or (iii) we have filed at least one annual report as a U.S. public company.

Ifsome investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securitiesmay be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of oursecurities may be more volatile.

Emerginggrowth companies are exempt from being required to comply with new or revised financial accounting standards until private companies(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registeredunder the Exchange Act) are required to comply with the new or revised financial accounting standards. An emerging growth company canelect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but anysuch an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when astandard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ourfinancial statements with another public company which is neither an emerging growth company nor an emerging growth company which hasopted out of using the extended transition period difficult or impossible because of the potential differences in accountant standardsused.

Additionally,we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may takeadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our sharesof Common Stock held by non-affiliates does not equal or exceed $250 million as of the prior June 30^th; or (ii) our annualrevenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosureobligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Wemay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

Weare a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reportingrequirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of anissuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than50% of Common Stock is directly or indirectly held by residents of the United States on the date of determination, and we fail to meetadditional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on suchdate, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms beginning atthe end of the first fiscal year ending after such date, which are more detailed and extensive than the forms available to a foreignprivate issuer. We will also have to comply with U.S. federal proxy requirements and our officers, directors and principal shareholderswill become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we willlose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listedpublic company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that wedo not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securitiesexchange. These expenses will relate to, among other things, the obligation to reconcile our financial information that is reported accordingto IFRS to U.S. GAAP and to report future results according to U.S. GAAP.

Becausewe are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficultfor investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the UnitedStates.

Weare a corporation incorporated under the laws of British Columbia with our principal place of business in Vancouver, Canada. Someof our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portionof our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors toeffect service of process within the United States upon us or our directors or officers or such auditors who are not residents of theUnited States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities underthe Securities Act. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actionsagainst us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or “bluesky” laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against us or such personspredicated upon the U.S. federal securities laws or any such state securities or “blue sky” laws.

RisksRelated to the Company’s Securities

Becauseof the speculative nature of investment risk, you may lose your entire investment.

Aninvestment in the Company’s securities carries a high degree of risk and should be considered as a speculative investment. TheCompany has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends and is highly unlikelyto pay dividends in the immediate or near future. The likelihood of success of the Company must be considered in light of the problems,expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investmentin the Company’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experiencedin high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Ourauditor has expressed substantial doubt about our ability to continue as a going concern. We may be unable to obtain additional capitalon favorable terms.

Asa result of recurring net losses and limited cash reserves, our independent auditor has included a going concern paragraph to its reporton our financial statements for the fiscal years ended October 31, 2021, and January 31, 2021 due to the substantial doubt that existsin our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additionalcapital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the saleof equity securities and the issuance of debt. We will need and are currently seeking additional funds to operate our business and therecent volatility of global capital markets has made the raising of capital by equity and debt financing more difficult. No assurancecan be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Evenif we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution forour stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectivesand strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if weachieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain orincrease profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.

Securitiesor industry analysts may not regularly publish reports on us which could cause the price of our securities or trading volumes to decline.

Thetrading market for our securities could be influenced by research and reports that industry and/or securities analysts may publish us,our business, the market or our competitors. We do not have any control over these analysts and cannot assure that such analysts willcover us or provide favorable coverage. If any of the analysts who may cover our business change their recommendation regarding our securitiesadversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline.If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibilityin the financial markets, which in turn could cause the price of our securities or trading volumes to decline.

Ourpublicly traded securities may experience price volatility.

TheCompany’s securities do not currently trade on any exchange or stock market and the Company has applied to list the Company’ssecurities on Nasdaq. Health and wellness companies have experienced substantial volatility in the past, often based on factors unrelatedto the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globallyand market perceptions of the attractiveness of particular industries.

Otherfactors unrelated to our performance that may affect the price of the Company’s securities include the following: (i) the extentof analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities donot follow the Company; (ii) lessening in trading volume and general market interest in the Company’s securities may affect aninvestor’s ability to trade significant numbers of the Company’s securities; (iii) the size of our public float may limitthe ability of some institutions to invest in the Company’s securities; and (iv) a substantial decline in the price of the Company’ssecurities that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to bedelisted from such exchange further reducing market liquidity. As a result of any of these factors, the market price of the Company’ssecurities at any given point in time may not accurately reflect our long-term value. Class action litigation often has been broughtagainst companies following periods of volatility in the market price of their securities. We may in the future be the target of similarlitigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Thefact that no market currently exists for the Company’s securities may affect the pricing of the Company’s securities in thesecondary market, the transparency and availability of trading prices and the liquidity of the Company’s securities. The marketprice of the Company’s securities is affected by many other variables which are not directly related to our success and are thereforenot within our control. These include other developments that affect the market for all health and wellness sector securities, the breadthof the public market for our Company’s securities and the attractiveness of alternative investments. The effect of these and otherfactors on the market price of the Company’s securities is expected to make the price of the Company’s securities volatilein the future, which may result in losses to investors.

Ourinvestors may experience dilution upon investment in our securities.

Salesor issuances of equity securities could decrease the value of the Company’s securities, dilute shareholders’ voting powerand reduce future potential earnings per share. We may sell additional equity securities in subsequent offerings (including through thesale of securities convertible into Common Stock) and may issue additional equity securities to finance our operations, acquisitionsor other business projects. We cannot predict the size of future sales and issuances of equity securities or the effect, if any, thatfuture sales and issuances of equity securities will have on the market price of the Common Stock. Sales or issuances of a substantialnumber of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Company’ssecurities. With any additional sale or issuance of equity securities, including sales or issuances of equity securities in connectionwith this offering, investors will suffer dilution of their voting power and may experience dilution in our earnings per share. Moreover,to the extent outstanding options or warrants are exercised, you will incur further dilution.

Wehave not and do not intend to declare or pay any dividends with respect to our Common Stock.

Todate, the Company has not paid any dividends on its outstanding shares of Common Stock. Any decision to pay dividends on the shares ofcommon stock of the Company will be made by the board of directors on the basis of the Company’s earnings, financial requirementsand other conditions. See “Dividend Policy”.

Thereis no assurance that the price of the shares of Common Stock will exceed the exercise price of the Warrants and the Warrants may thereforebecome worthless upon expiration.

The Warrants are exercisable for shares of CommonStock. The Warrants issued in this offering will be immediately exercisable and expire five years from issuance. The Common Warrantswill have an initial exercise price equal to $0.60 per share and the Pre-Funded Warrants will have an initial exercise price equalto $0.001 per share. If the price per share of our Common Stock does not exceed the exercise price of the Warrants duringthe period when the Warrants are exercisable, the Warrants may become worthless on expiration.

Sincethe Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

Inthe event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised Warrantsare executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the Warrantsmay, even if we have sufficient funds, not be entitled to receive any consideration for their Warrants or may receive an amount lessthan they would be entitled to if they had exercised their Warrants prior to the commencement of any such bankruptcy or reorganizationproceeding.

Capitalization

Thefollowing table sets forth our cash and capitalization, as of July 31, 2022.

Youshould read the following table in conjunction with “Use of Proceeds”, “Management’s Discussion and Analysisof Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

TheWarrants are classified as financial liabilities in the chart above and are included in the warrant derivative line on the Company’sfinancial statements.

DividendPolicy

Sinceinception, we have not declared or paid any dividends on our Common Stock. We do not have any current plans to pay any such dividendsin the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expandour business. Because we do not anticipate paying any cash dividends on shares of Common Stock in the foreseeable future, capital appreciation,if any, will be your sole source of gains and you may never receive a return on your investment.

Thedetermination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, includingour future operations and earnings, capital requirements and surplus, general financial condition, contractual and legal restrictionsand other factors that the board of directors may deem relevant.

Useof Proceeds

TheCompany will not receive any proceeds from the saleof shares of Common Stock by the Selling Securityholders. All proceeds from the sale of such shares willbe paid directly to the Selling Securityholders.

MANAGEMENT’sDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Youshould read the following discussion and analysis of financial condition and results of operations together with our financial statementsand the notes accompanying those statements included elsewhere in this prospectus.

Basisof Presentation

Ourunaudited financial statements as of and for the nine-month periods ended July 31, 2022 and July 31, 2021 and our audited financialstatements as of and for the twelve-month period ended October 31, 2021 have been prepared in accordance with IFRS and are presentedin U.S. dollars. We manage our business based on one operating and reportable segment. Our presentation and functional currency isthe U.S. dollar and all the amounts in this management’s discussion and analysis of financial condition and results ofoperations are in U.S. dollars unless otherwise indicated. See “Results of Operations – July 31, 2022 compared to July 31,2021”.

Change in FiscalYear

OnMarch 16, 2022, the board of directors of the Company approved a change to the Company’s fiscal year end from January 31 to October31, effective immediately so that the fiscal year following the fiscal year ended January 31, 2021 would be the fiscal year ending onOctober 31, 2021. Accordingly, the financial statements of the Company included elsewhere in this prospectus include audited financialstatements as at and for the fiscal year ended October 31, 2021 (comprising the nine months from February 1, 2021 to October 31, 2021).

Toenable meaningful comparisons in the Company’s financial position, results of operations and cash flows, unaudited financial informationas at and for the nine-months ended October 31, 2020 is presented in this section.

Non-IFRSFinancial Measures

Thisdiscussion may refer to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardizedmeaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measuresare provided as additional information to complement those IFRS measures by providing further understanding of our results of operationsfrom management’s perspective. Accordingly, these measures should not be considered in isolation or as a substitute for analysisof our financial information reported under IFRS.

GoingConcern

Asof and for the nine-month period ended July 31, 2022, the Company has recurring losses, a working capital deficit of $8,732,574 (October31, 2021 – working capital deficit of $3,962,096), an accumulated deficit totaling $25,760,367 (October 31, 2021 – accumulateddeficit of $17,621,043) and negative cash flows used in operating activities of $3,851,697 (October 31, 2021 – negative cash flowsused in operating activities of $671,169). The ability of the Company to carry out its business objectives is dependent on its abilityto secure continued financial support from related parties, to obtain equity financing or to ultimately attain profitable operationsin the future. The Company will need to raise additional capital during the next twelve months and beyond to support current operationsand planned development. Whether and when the Company can attain profitability and positive cash flows is uncertain. While the Companyhas been successful in securing financing in the past, there is no assurance that we will be able to obtain financing in the future onterms acceptable to us.

CompanyOverview

TheCompany is on a mission to inspire confidence through brighter smiles and better oral health. Founded in 2018 by Chief Executive OfficerAneil Manhas, a former investment banker and private equity investor turned entrepreneur, we are an oral care company that is disruptingthe space by reducing the barriers between consumers and access to premium oral care products because it is our belief that high-qualityoral care products should be more accessible. We are an e-commerce business with a product portfolio that currently consists of a sonic-poweredelectric toothbrush kit and brush head refills. Through our website, consumers can purchase a Brüush starter kit (the “BrüushKit”), which includes: (i) the Brüush electric toothbrush (the “Brüush Toothbrush”); (ii) three brush heads;(iii) a magnetic charging stand and USB power adapter; and (iv) a travel case. We also sell the brush heads separately which come ina three-pack (the “Brüush Refill”) and can be purchased on a subscription basis, where the customer will automaticallyreceive a Brüush Refill every six months (the “Subscription”). We consider a Subscription to be active (an “ActiveSubscription”) until it is either cancelled by the customer or terminated due to payment failure (for example, a lost or expiredcredit card). Starting in the second quarter of 2023, we plan to expand our portfolio with the launch of several new subscription-basedconsumable oral care products, including toothpaste, mouthwash, dental floss, a whitening pen, as well as an electric toothbrush designedfor kids.

FinancialOperations Overview

Revenues

Revenuesare comprised of sales of Brüush Kits and of Brüush Refills net of changes in the provision for payment discounts and productreturn allowances.

Costof goods sold

Costof goods sold consists of: (i) the costs of finished goods sold; and (ii) the freight expense oftransporting the finished goods from the manufacturer to our third-party distribution facility in Salt Lake City, Utah.

Operatingexpenses

Operatingexpenses consist primarily of advertising and marketing expenses, salaries and wages, consulting services, professional fees, interestcharges, and shipping and delivery expense. We offer free regular shipping on all of ourwebsite orders. All of these expenses have increased year-over-year and are expected to keep rising as we continue to scale our brandbuilding and customer acquisition efforts, as well as expand our operations to facilitate higher revenues.

Resultsof Operations – Nine months ended July 31, 2022 compared to July 31, 2021

Thetable below sets forth a summary of our results of operations for the nine months ended July 31, 2022 and July 31, 2021.

Revenues

Ourrevenues decreased 9% for the nine months ended July 31, 2022 to $1,842,764 from $2,022,703 for the nine months ended July 31, 2021.The decrease in revenues was due primarily to increased sales driven by multiple flash sales featuring product discounts in whichthe Company participated during the nine months ended July 31, 2021that were more than offset by lowerprices during the period. The Company did not participate in such sales during the nine months ended July 31, 2022, as the Companyfocused on maintaining sales at a higher margin.

Costof goods sold

Ourcost of goods sold decreased 56% to $555,828 for the nine months ended July 31, 2022 from $1,257,494 for the nine months ended July 31,2021. This decrease was mainly due to the sale of fewer Brüush Kits, as the Company provided subsidized product in some very low-margininfluencer collaborations and partnerships to build brand awareness during the nine months ended July 31, 2021, which it did not do duringthe nine months ended July 31, 2022.

Grossprofit

Werecorded gross profit of $1,286,936 and $765,209 for the nine months ended July 31, 2022 and July 31, 2021, respectively. Our gross marginincreased to 70% for the nine months ended July 31, 2022 from 38% for the nine months ended July 31, 2021. The Company participated inmultiple flash sales, and influencer collaborations and partnerships that drove down the overall gross margin on Brüush Kit revenuesduring the nine months ended July 31, 2021, which it scaled back significantly during the nine months ended July 31, 2022, as the Companyfocused on maintaining sales at a higher margin.

Operatingexpenses

Thefollowing table sets forth our operating expenses for the nine months ended July 31, 2022 and July 31, 2021:

Operatingexpenses for the nine months ended July 31, 2022 were $6,686,777, compared to $4,823,237 for the nine months ended July 31, 2021. Theprimary reasons for the increase are higher advertising costs as the Company expanded its marketing and customer acquisition efforts,higher salary expenses as the Company moved some external resources in-house and the number of team members grew, and higher interestcharges due to the senior secured promissory notes that did not exist during the nine months ended July 31, 2021.

Operatingloss before other items

Ouroperating loss before other items was $5,399,841 for the nine months ended July 31, 2022 as compared to an operating loss beforeother items of $4,058,028 for the nine months ended July 31, 2021. The increase of $1,341,813 in operating loss before other itemsexcluding share-based compensation is due to an increase in overall operating expenses as the Company increased advertising andmarketing efforts and scaled operations to support its future growth strategies.

Otheritems

Thefollowing table sets forth our other income (loss) for the nine months ended July 31, 2022 and July 31, 2021:

Ourloss from other items was $2,739,483 for the nine months ended July 31, 2022 as compared to other income of $77,442 for the ninemonths ended July 31, 2021. The increase in loss from other items is due to financing costs of $3,150,000 related to the seniorsecured promissory notes. The main driver of the gain on the revaluation of the warrant derivative from the time of issuance is thedecrease in the estimated stock price for the underlying shares and the derecognition of a portion of the derivative as some of theexercise prices of the warrants were changed to be designated in US dollars.

Resultsof Operations – October 31, 2021 compared to October 31, 2020

Thetable below sets forth a summary of our results of operations for the fiscal year (nine months) ended October 31, 2021 and for the ninemonths ended October 31, 2020. The nine months ended October 31, 2021 constitutes our most recent fiscal year after the change in ourfiscal year end from January 31 to October 31.

Revenues

Ourrevenues increased 523% for the fiscal year (nine months) ended October 31, 2021 to $1,965,441 from $315,541 for the nine months endedOctober 31, 2020. The primary reason for the increase in revenues was an increase in sales of Brüush Kits from $271,815 to $1,367,778,which is attributed to expanded marketing and customer acquisition efforts, as well as an increase in sales of Brüush Refills from$43,726 to $597,663 as our Active Subscription base continued to grow. During the fiscal year (nine months) ended October 31, 2021, theCompany participated in multiple flash sales and influencer collaborations that featured product discounts, which resulted in the averageselling price per Brüush Kit decreasing by approximately 10% when compared to the nine months ended October 31, 2020.

Costof goods sold

Ourcost of goods sold increased 709% to $978,243 for the fiscal year (nine months) ended October 31, 2021 from $120,958 for the nine monthsended October 31, 2020. This increase was mainly due to a higher number of Brüush Kit sales.

Grossprofit

Werecorded gross profit of $987,198 and $194,583 for the nine months ended October 31, 2021 and October 31, 2020, respectively. Our grossmargin declined to 50% for the nine months ended October 31, 2021 from 62% for the nine months ended October 31, 2020, reflecting ourcost of goods sold increasing more than our revenues as described above. This was partly due to our participation in multiple flash salesand influencer collaborations that featured product discounts on Brüush Kits during the fiscal year (nine months) ended October31, 2021 and caused a lower selling price per unit, resulting in an approximate 5% decrease in gross profit margin. The decline in grossprofit is also due to the change in product mix, as a larger portion of revenue came from Brüush Refill units sold, which have alower gross margin compared to Brüush Kits. The split between Brüush Kit and Brüush Refill sales was 70% and 30%, respectivelyduring the fiscal year (nine months) ended October 31, 2021 compared to 86% and 14%, respectively during the nine months ended October31, 2020, resulting in an approximate 7% decrease in gross profit margin.

Operatingexpenses

Thefollowing table sets forth our operating expenses for the nine months ended October 31, 2021 and October 31, 2020:

Outsideof share-based compensation, our expenses have seen a substantial increase for the nine months ended October 31, 2021, as compared tothe nine months ended October 31, 2020. Expenses such as shipping and delivery, advertising and marketing, consulting, professional feesand salaries and wages, which are the result of an increased spending on marketing and brand awareness initiatives, a more aggressivecustomer acquisition strategy and an expansion in operations due to the increase in revenues.

Operatingloss before other items

Ouroperating loss before other items was $4,169,264 for the nine months ended October 31, 2021 as compared to an operating loss before otheritems of $6,971,693 for the nine months ended October 31, 2020. Excluding share-based compensation our operating loss before other itemswould have been $4,076,988 and $2,022,252 for the nine months ended October 31, 2021 and October 31, 2020, respectively. The increasein operating loss before other items excluding share-based compensation is due to a reduction in the gross margins realized by the Companyduring the nine months ended October 31, 2021 in addition to an increase in overall operating expenses as the Company increased advertisingand marketing efforts, engaged in a more aggressive customer acquisition strategy and increased operations to support higher sales volumes.

Otheritems

Thefollowing table sets forth our other income (loss) for the nine months ended October 31, 2021 and October 31, 2020:

Ourloss from other items was $42,007 for the nine months ended October 31, 2021 as compared to $581,417 for the nine months ended October31, 2020. The improvement in other loss is due to the change in valuation of warrant derivatives, with the main driver of the increasein the fair value of the warrants from the time of issuance being the increase in the estimated stock price for the underlying shares.At the time of the issuance of the July/August 2020 warrants, the private placement of units was priced at CAD$0.60 per unit and thefair value allocated to the shares in the unit was CAD$0.48. At the time of issuance of the August/September 2020 warrants, the privateplacement of units was priced at CAD$1.80 per unit and the fair value allocated to the shares in the unit was CAD$1.46. We believe theincrease in share price over a short period of time was caused by: i) a continuing improvement in general market sentiment as the S&P500 was up almost 6 perfect month over month: (ii) increasing month-over-month revenues of 271% from $19,854 to $53,892; and (iii) investorperception of lower risk due to the Company being in a stronger capital position, as cash on hand increased by over $3 million.

Thefair market value of the warrants was estimated using the Black-Scholes Option Pricing Model using the following assumptions:

Thefollowing table shows the evolution of the Company’s derivative warrant liability:

Thechange in the fair value of these derivative instruments of $92,918 is shown as a loss for the fiscal year ended October 31, 2021.

Liquidityand Capital Resources

Thefollowing table sets forth a summary of our cash flows from (used in) operating activities, investing activities and financing activitiesfor the nine months ended July 31, 2022 and July 31, 2021:

Netcash from (used in) operating activities

Cashflows from (used in) operations, which is generally the net income or loss adjusted for non-cash items, such as amortization and depreciationand changes in non-cash working capital items, was an outflow of $(3,851,697) for the nine months ended July 31, 2022, as compared toan outflow of $(1,871,532) for the nine months ended July 31, 2021. The main factor that contributed to the increase in cash outflowfrom operations was the higher net loss of the Company for the nine months ended July 31, 2022.

Netcash from (used in) investing activities

Cashfrom (used in) investing activities was $(2,042) for the nine months ended July 31, 2022 as compared to $(18,862) for the nine monthsended July 31, 2021. During the fiscal period ended July 31, 2021, the outflow of cash was for the purchase of equipment and intangibleassets, namely customer lists.

Netcash from (used in) financing activities

Cashprovided by financing activities was $3,860,750 for the nine months ended July 31, 2022 as compared to $14,253 for the nine months endedJuly 31, 2021. The increase in cash provided from financing activities is due to the Company borrowing funds through the senior securedpromissory notes during the nine months ended July 31, 2022.

Asof July 31, 2022, the Company had a working capital deficit of $8,732,574, compared to a working capital deficit of $3,962,096 as ofOctober 31, 2021.

Fundingrequirements

Asof and for the nine-month period ended July 31, 2022, the Company has recurring losses, a working capital deficit of $8,732,574 (October31, 2021 – working capital deficit of $3,962,096), an accumulated deficit totaling $25,760,367 (October 31, 2021 – accumulateddeficit of $17,621,043) and negative cash flows used in operating activities of $3,851,697. The ability of the Company to carry out itsbusiness objectives is dependent on its ability to raise additional capital to support current operations and planned development. Toensure continued operations the Company closed a $15,510,764 initial public offering which allowed the Company to repay all of its outstandingdebt and provide sufficient funds for ongoing operations.

Warrantderivative liability

Thefollowing table shows the evolution of the Company’s derivative warrant liability:

Off-balanceasset arrangements

Duringthe periods presented, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or futureeffect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

FinancialInstruments and Risk Management

RiskManagement

Inthe normal course of our business, we are exposed to a number of financial risks that can affect our operating performance and financialcondition. These risks, and the actions taken to manage them, are as noted below.

Interestrate risk

Interestrate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketinterest rates. The Company is not exposed to any material interest rate risk.

Creditrisk

Creditrisk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. For financial assets,this is typically the gross carrying amount, net of any amounts offset and any impairment losses.

TheCompany’s principal financial assets are cash and trade accounts receivable. The Company’s credit risk is primarily concentratedin its cash which is held with institutions with a high credit worthiness. Credit risk is not concentrated with any particular customer.The Company’s accounts receivable consists primarily of GST receivable. Trade receivables are generally insignificant.

AtJuly 31, 2022, the Company’s maximum credit risk exposure is $119,352.

Foreignexchange risk

Foreigncurrency risk arises from fluctuations in foreign currencies versus the United States dollar that could adversely affect reported balancesand transactions denominated in those currencies. As at July 31, 2022, a portion of the Company’s financial assets are held inCanadian dollars. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currencycash flows by transacting, to the greatest extent possible, with third parties in United States dollars. The Company does not currentlyuse foreign exchange contracts to hedge its exposure of its foreign currency cash flows as management has determined that this risk isnot significant at this point in time. The Company is not exposed to any material foreign currency risk.

Liquidityrisk

Liquidityrisk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning andbudgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoingbasis.

Historically,the Company’s primary source of funding has been the issuance of equity securities for cash, primarily through the issuance ofcommon shares. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significantequity funding.

Asof July 31, 2022, the Company had cash of $21,541 and current liabilities of $9,263,001, compared to $14,530 and $4,993,364, respectively,as of October 31, 2021. Appropriate going concern disclosures have been made in Notes to the financial statements. To address the negativeworking capital balance and any short-term cash shortfalls as of October 31, 2021, the Company closed a bridge loan on December 3, 2021for $3,000,000 and a second bridge loan on April 28, 2022 for $1,650,000 to provide short term financing while the Company addresseslonger term solutions to capital management. In connection with the December 2021 financing, the Company issued investors warrants containinga provision that allows the warrants to benefit from any more favorable terms in subsequent financings.

CapitalManagement

Inthe management of capital, the Company includes components of shareholders’ equity. The Company aims to manage its capital resourcesto ensure financial strength and to maximize its financial flexibility by maintaining strong liquidity and by utilizing alternative sourcesof capital including equity, debt and bank loans or lines of credit to fund continued growth. The Company sets the amount of capitalin proportion to risk and based on the availability of funding sources. The Company manages the capital structure and makes adjustmentsto it in light of changes in economic conditions and the risk characteristics of the underlying assets. Issuance of equity has been theprimary source of capital to date. Additional debt and/or equity financing may be pursued in future as deemed appropriate to balancedebt and equity. To maintain or adjust the capital structure, the Company may issue new shares, take on additional debt or sell assetsto reduce debt.

ContractualObligations

Allof our contractual maturities for liabilities as at July 31, 2022 and October 31, 2022 are within one year, consisting of accounts payableand accrued expenses and loans payable.

Thefollowing shows the breakdown of the Company’s financial liabilities by contractual maturity as at July 31, 2022:

RelatedParty Transactions

Keymanagement personnel are those persons having authority and responsibility for planning, directing, and controlling the activities ofthe Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Director members.

Allrelated party transactions are in the normal course of operations. All amounts either due from or due to related parties other than specificallydisclosed are non-interest bearing, unsecured and have no fixed terms of repayments.

CriticalAccounting Estimates and Judgments

Thepreparation of the Company’s Financial Statements in conformity with IFRS requires management to make judgments, estimates andassumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates andassociated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differfrom these estimates.

Theestimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the periodin which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if revisionaffects current and future periods.

Thekey assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significantrisk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are preparedin accordance with the same accounting policies, critical estimates and methods described in the Company’s Financial Statements.The Company based its assumptions and estimates on parameters available when the Financial Statements were prepared. Existing circumstancesand assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the controlof the Company. Such changes are reflected in the assumptions when they occur.

Business

Overview

TheCompany, incorporated under the Business Corporations Act of British Columbia on October 10, 2017 under the name “Bruush Oral CareInc.”, is on a mission to inspire confidence through brighter smiles and better oral health. Founded in 2018 by Chief ExecutiveOfficer Aneil Manhas, a former investment banker and private equity investor turned entrepreneur, we are an oral care company that isdisrupting the space by reducing the barriers between consumers and access to premium oral care products because it is our belief thathigh-quality oral care products should be more accessible. We are an e-commerce business with a product portfolio that currently consistsof a sonic-powered electric toothbrush kit and brush head refills. Through our website, consumers can purchase a Brüush starterkit (the “Brüush Kit”), which includes: (i) the Brüush electric toothbrush (the “Brüush Toothbrush”);(ii) three brush heads; (iii) a magnetic charging stand and USB power adapter; and (iv) a travel case. We also sell the brush heads separately,which come in a three-pack (the “Brüush Refill”) and can be purchased on a subscription basis, where the customer willautomatically receive a Brüush Refill every six months (the “Subscription”). We consider a Subscription to be active(an “Active Subscription”) until it is either cancelled by the customer or terminated due to payment failure (for example,a lost or expired credit card). Starting in the second quarter of 2023, we plan to expand our portfolio with the launch of severalnew subscription-based consumable oral care products, including toothpaste, mouthwash, dental floss, a whitening pen, as well as an electrictoothbrush designed for kids.

RecentDevelopments

PIPEFinancing

OnDecember 7, 2022, the Company entered into a private placement (the “PIPE Financing”) pursuant to a Securities Purchase Agreement(the “Securities Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”)with institutional investors (“Purchasers”) for aggregate gross proceeds of approximately $3 million, before deducting feesto the placement agent and other expenses payable by the Company. Aegis Capital Corp. is the exclusive placement agent in connectionwith the offering. The Offering closed on December 9, 2022.

Inconnection with the PIPE Financing, the Company issued 2,966,667 shares of common stock, Common Warrants to purchase 4,916,668 sharesof common stock, and Pre-Funded Warrants to purchase 1,950,001 shares of common stock. The Common Warrants have a term of 5.5 years fromthe issuance date.

Underthe terms of the Registration Rights Agreement entered into with the Selling Securityholders on the same date and in connection withthe PIPE Financing, we agreed to register with the SEC for purposes of resale by the Selling Securityholders 9,833,336 shares of commonstock of the Company consisting of 2,966,667 shares of common stock and 4,916,668 shares of common stock underlying 4,916,668 CommonWarrants and 1,950,001 shares of Common Stock underlying 1,950,001 Pre-Funded Warrants.

TheOpportunity

Accordingto a study conducted by the Oral Health Foundation in 2019, people who use an electric toothbrush have healthier gums, less tooth decayand keep their teeth for longer compared with those who use a manual toothbrush. Electric toothbrushes can generate upwards of 30,000brush strokes per minute (versus around 300 with a manual toothbrush) and create better oral care habits with features like a smart timerand multiple brush modes. However, despite the oral health benefits, most people still use a traditional manual toothbrush. Accordingto an independent report by consumer marketing analysis firm Mintel, only 36 percent of adults say they use an electric/powered toothbrush.They are more popular among older age groups and people with higher incomes, as Mintel reports that half of people 55 years and olderwith an annual income of $75,000 or more prefer using an electric brush over a manual one.

Thelow adoption rate despite the clear oral care benefits shows that consumers, especially the younger generations, do not find the currentelectric toothbrush value propositions compelling enough to upgrade from a manual toothbrush for a number of reasons. First and foremost,electric toothbrushes are traditionally expensive, with the high-end models retailing for over $200. Furthermore, the buying experiencefor an electric toothbrush and replacement heads is annoying from the consumer perspective, as they are often locked up in cases withinthe aisle, which requires finding a store attendant to gain access and then figuring out what brush head is compatible with the consumer’sdevice. Historically, electric toothbrushes have not been aesthetically pleasing and consumers do not want the devices or charging standscluttering their countertops.

OurValue Proposition

Withsuch a glaring opportunity in the market, we have developed an electric toothbrush that makes upgrading to an electric brush appealing.The key tenets of our value proposition include:

Productionand Distribution

TheCompany develops and manufactures products with third-party manufacturing partners located in Canada and China. The sourcing and purchaseof raw materials is managed by the Company’s third-party manufacturing partners. Although the COVID-19 pandemic has caused globalmanufacturing challenges and supply chain disruption, particularly in Asia, to date we have not experienced any material interruptionsor delays related to the manufacture of our products in China or Canada or moving our products from our manufacturers in China and Canadato our third-party fulfilment and logistics partner in Salt Lake City, Utah. Additionally, to management’s knowledge, there havebeen no recent significant availability problems or supply shortages for raw materials or supplies that could have a material adverseeffect on our ability to meet the business objectives as set out in this prospectus.

Wedistribute our products through a third-party fulfilment and logistics partner based in Salt Lake City, Utah. We offer free regular shippingto our customers, which takes 2-5 business days depending on the geographical location, as well as express 2-day shipping for a $10 charge.

SalesChannels

Wecurrently sell products in the United States and Canada. The size of the oral care market in North American is an estimated $12 billion,of which electric toothbrushes account for over $1 billion. Our market share is currently infinitesimal. As an e-commerce business, ourwebsite – www.bruush.com – accounts for the majority of our sales. We also sell through Amazon and have commercial agreementswith some third-party retailers including Indigo, Harry Rosen, Macy’s and Urban Outfitters, who all sell our products on theirwebsites under a drop-ship arrangement. We are not dependent on any one of these third-party commercial agreements.

TheCompany’s breakdown of sales between the United States and Canada is as follows:

Seasonality

Sincethe Brüush Kit makes a great gift, the holiday season (November and December) is a peak period for sales. Other than a spike duringthe holiday shopping period, the business does not face any seasonal fluctuations in terms of revenues throughout the year.

Customers

Wefocus our marketing efforts on recruiting consumers that are between 18 and 45 years of age and currently using a manual toothbrush andconvincing them that there has never been a more compelling opportunity to upgrade to an electric brush. Currently, this age range isunderpenetrated relative to baby boomers when it comes to using an electric toothbrush, but this is expected to shift due to an increasedunderstanding around the importance of oral hygiene among younger people. This group also consists of the first digital generations whenit comes to shopping, as recent research has indicated that 67 percent of millennials prefer purchasing online, with self-care drivingtheir spending habits. Studies have also found that the millennial and Generation Z groups have further shifted their preference awayfrom in-store shopping during the COVID-19 pandemic and that even as life returns to normal, issues such as long lines and crowds willremain deterrents, with both groups citing convenience and price comparison among the top benefits of online shopping.

Currently,we have over 36,000 Active Subscriptions in our program, with an estimated 70 percent of our customer base between 18 and 45 yearsold. So far, our value proposition is resonating strongly, as the consumer feedback has been incredibly positive. We have received over3,000 organic reviews, with a remarkable 90 percent five-star rating. Furthermore, despite offering a 90-day no questions asked returnpolicy, our return rate approximately one percent, which is extremely low for an e-commerce company in the consumer goods space.Our low churn rate on Active Subscriptions of only one percent cancelled monthly, is further proof that our subscribers are enjoyingthe product. As such, we see a big opportunity to leverage our loyal customers to generate incremental sales. As we prepare to launchnew products, we will give exclusive offers to our existing subscriber base to encourage them to expand their Subscriptions to includeConsumables.

Competition

Theelectric toothbrush industry has traditionally been dominated by two major brands: (i) Philips Sonicare (owned by Dutch conglomerateKoninklijke Philips N.V.); and (ii) Oral-B (owned by American multinational consumer goods corporation Proctor & Gamble). In ourview, these companies make high-quality products, but they can be expensive with their high-end models retailing for over $200. In NorthAmerica, it is our belief that both Philips Sonicare and Oral-B primarily sell their products to the baby boomer generation through theirbrick-and-mortar retail networks, where the buying experience can be poor and there is a limited ability to lower prices. From a marketingstandpoint, it seems that both companies rely on traditional initiatives, such as television ads and print media, with messaging thatis targeted to an older demographic and may not resonate as well with the younger millennial and Generation Z groups.

Inrecent years, a number of competing brands have emerged, such as Burst, Goby, Moon and Quip. These companies usually offer electric toothbrushesat a lower price point than Philips Sonicare and Oral-B, but we feel that the product quality is inferior. Our value proposition is centeredaround offering an electric toothbrush that we believe is comparable to the high-end models of Philips Sonicare and Oral-B in terms ofquality, but at the lower price point, which is more in-line with the emerging competition. Additionally, we are focused on: (i) distributingour products online versus through a brick-and-mortar retail network; (ii) offering our consumers the option to conveniently have theirreplacement brush heads shipped automatically to their door through our Subscription; and (iii) marketing to a younger demographic thatis between 18 and 45 years of age through relevant channels such as social media.

BrandStrategy

Ourbrand strategy is focused on becoming the go-to oral care brand for the 18 to 45-year-old age group. The Company has helped differentiateitself from the competition by building a unique and human brand identity that resonates with the millennial and Generation Z cohorts.We have helped accomplish this by creating supercharged content that features bright colors and bold expressions and fits with our objectiveof shaking up the traditionally dull oral care category. We utilize this content across our website, paid media programs and social mediachannels. In addition to our campaign assets, we generate omni-channel content through customer excitement that has driven a steady streamof user-generated content and brand mentions.

Themillennial and Generation Z demographic groups have a propensity to naturally and purposefully engage in social media to endorse thebrands and products that they use and love. As such, we are very active on social media, where we aim to connect deeper with our targetcustomer by building a community to drive brand engagement. We have primarily focused our social media efforts on Instagram, where wecurrently have over 30,000 followers. As part of our social media strategy, we have collaborated with over 200 on-brand influencers,mostly in an unpaid capacity. To facilitate these collaborations, we work both directly (outreach from the Company to the influencer)and with best-in-class influencer seeding tools to gift the Brüush Kit to influencers in exchange for a product review or authenticcontent (both static and video) that showcases our product in a genuine manner. We embed this content across our owned and operated socialchannels and in our customer outreach initiatives, repurposing it to our audience so they get direct product feedback from their peers.We also receive many inbound requests from micro-influencers, who want to collaborate with us to promote the Brüush Toothbrush.We continue to engage with our top performing influencers to turn them into a team of loyal brand ambassadors that we can leverage aswe introduce new products to market.

Mediaexposure has also proven to be successful in terms of building the brand by way of creative pitching and tactical product seeding, oftento existing relationships with commerce editors. Since 2021, the Company has received over 200 brand-elevating press placements,the majority of which were earned (unpaid), including coverage in Allure Magazine, New York Times, Vogue, Refinery29, The Wall StreetJournal, Essence and Rolling Stone Magazine. Having these notable publications backlink our website not only improved search engine optimization,but also generated a rise in key performance indicators on our site for up to 48 hours after new placements. When we engage in paid placements,it is mainly focused in the affiliate channel, where we typically provide a small commission on sales that are generated by a publicationcovering our product. Even in this capacity, an editor typically chooses among several different electric toothbrushes, whereby the BrüushToothbrush would need to be deemed the strongest before they would cover or advocate for our brand.

Partnershipwith Kevin Hart

OnNovember 23, 2020, the Company announced that award-winning comedian and actor, Kevin Hart, had joined as a partner and celebrity endorser.With Kevin Hart’s authentic love for the product, wide demographic appeal and natural alignment with our brand, the partnershipis aimed at shaking up the all-too-often humorless, ignorable oral care category by utilizing Mr. Hart’s talents in campaigns,content and social media.

Pursuantto the endorsement agreement between the Company and K. Hart Enterprises, Inc., the Company agreed to compensate K. Hart Enterprisesthrough a combination of (i) cash payable in two installments of $750,000 for a total amount of $1,500,000; (ii) royalty payments ofthree percent based on gross revenues received by the Company during the term of the agreement from the sales of any Brüush productsor subscriptions; and (iii) stock options to purchase 309,498 Class B common shares of the Company. Kevin Hart’s deliverables consistof a range of promotional activities including a production day to create comedic videos, appearances, media interviews and social ambassadorshipof the Company to his 143 million Instagram followers. The initial two-year term of the endorsement agreement commenced on November 23,2020 and ended on November 23, 2022. The parties have agreed to extend the term of the endorsement agreement for an additional year. This summary does not purport to be complete and is qualifiedin its entirety by the full text of the endorsement agreement.

GrowthStrategy

Ourmission is to disrupt the oral care industry by reducing the barriers between consumers and access to premium oral care products. Wecurrently have over 36,000 Active Subscriptions in our program and plan to grow by continuing to pursue the following key growthstrategies:

Scalee-commerce sales

Toensure a steady build of awareness and conversion, the Company employs an active digital advertising strategy with a focus on deliveringbrand and direct response creative throughout Facebook, Instagram and Google, among other digital channels. With a focus on driving qualifiedtraffic to the website and increasing conversion, this approach allows us to learn, optimize and evolve. We see significant opportunityto continue increasing overall demand and improving conversion at every touchpoint across our subscriber acquisition funnel and planto test new paid social channels that we have already seen success in from an organic perspective, in addition to scaling other paidmedia channels such as radio and podcast. Additionally, we will continue to drive brand awareness through top-of-funnel social mediacampaigns, influencer collaborations, public relations initiatives and affiliate partnerships. We will keep differentiating from thecompetition and build a strong foundation that binds all brand activations.

Expanddistribution channels

Althoughour focus is scaling our e-commerce business, we will also look to increase awareness by expanding into new distribution channels throughpartnerships with other millennial-focused brands, brick-and-mortar retailers (both in-store and online) and dental practices. The focusof any new partnership will be to reach new consumers without compromising our brand identity and maintaining the premium nature of ourbrand. Additionally, we currently sell our products in the United States and Canada, which are very competitive markets for oral care.We will evaluate expanding our sales to other less competitive countries in the future.

Introducenew products

Startingin the second quarter of 2023, the Company plansto launch a set of auxiliary oral care products including four consumable products (the “Consumables”): toothpaste, mouthwash,dental floss and a whitening pen, in addition to an electric toothbrush designed for kids. We have already finalized the formulas foreach of the Consumables, as well as the form, type and artwork for the packaging. The last step before production of the Consumablesis to await the results of stability and compatibility testing with the packaging and formula, which is expected to be completed inJanuary. Of the Consumables, only the toothpaste is subject to registration with the United States Food and Drug Administration (“FDA”).Mouthwash, dental floss and whitening pen are categorized as cosmetic products, which do not require FDA approval.

Theintroduction of the new oral care products provides an opportunity for us to continue to increase touch points through our retention funnel,deepen our relationship with our existing subscribers, increase our average order value and grow our monthly recurring revenue. We arecurrently evaluating additional products that we intend to launch in 2023 and beyond, as our long-term goal is to “own the bathroom”.All new products will be high quality and deliver a similar premium experience to the Brüush Toothbrush.

Growthe team

Withteam members in Toronto, Ontario and Vancouver, British Columbia, the Company has twelve employees under contract, which doesnot include consultants or board members. We have a strong management team in place and will focus on growing the team as we scale thebusiness.

RegulatoryEnvironment

Inthe United States, powered toothbrushes, such as the Brüush Toothbrush and the new electric brush designed for kids that we willbe releasing, are regulated as a Class I device by the FDA, Federal Trade Commission (“FTC”) and other regulatory authorities(regulation number: 872.6865 and product code: JEQ). The FDA has exempted almost all Class I devices (with the exception of reserveddevices) from the premarket notification requirement. The Brüush Toothbrush falls under the exemption and therefore the Companyis not required to submit a premarket notification application or obtain FDA clearance before marketing the product in the U.S., however,the Company is required to register its establishment with the FDA. The Company’s annual renewal for the medical device establishmenthas been successfully completed for 2022 (registration number: 3014925406 and owner operator number: 10058820).

Ofthe Consumables that we will be launching next year, only the toothpaste is subject to registration with the FDA. Mouthwash, dentalfloss and the whitening pen are all categorized as cosmetic products, which do not require FDA authorization. Our toothpaste will beclassified as an over-the-counter (“OTC”) drug product, which is subject to the FDA OTC drug regulatory requirements dueto the inclusion of sodium fluoride as an active ingredient. Third-party manufacturing facilities for OTC drug products must comply withthe FDA’s drug Good Manufacturing Practices (GMPs) that require them to maintain, among other things, good manufacturing processes,including stringent vendor qualifications, ingredient identification, manufacturing controls and record keeping. The third-party manufacturerof our toothpaste located in Canada is registered with the FDA and in full compliance with the FDA’s GMPs, as they already producea range of OTC toothpastes that are currently selling in the United States.

Asan OTC drug product, our toothpaste will be permitted to be produced and marketed without prior approval from FDA, but it must complywith the monograph for OTC anticaries drug products, which regulate its formulation, packaging and indications by establishing acceptableactive ingredients, labelling requirements and product claims that are generally recognized as safe and effective. If our toothpasteis not in compliance with the applicable FDA monograph for OTC anticaries drug products, we may be required to stop making claims orstop selling the product until we are able to obtain the requisite FDA approvals. Based on separate assessments conducted by our team,manufacturing partner in Canada and third-party regulatory advisors, we are confident that our toothpaste will comply with FDA OTC drugregulatory requirements.

InCanada, electronic toothbrushes are a Class II device and require ISO 13485:2016 with Medical Device Single Audit Program (MDSAP) certificationthrough a recognized registrar, in addition to a Medical Device License application. To facilitate the possibility of Canadian-basedwarehousing and fulfilment, we are currently working towards ISO 13485:2016 certification and expect to obtain it, as well as receivethe Medical Device License, in the first quarter of 2023. For Canada, our toothpaste will require a Natural Product Number (“NPN”)and bilingual packaging. Getting an NPN requires pre-market approval from Health Canada, which can take at least 60 days from the submissiondate. We do not anticipate any issues receiving Health Canada approval, since the formula and the OTC ingredients are in the prescribedlevels in the monograph and all packaging will follow Canadian labelling, requirements. Additionally, the third-party manufacturer ofour toothpaste is located in Canada, registered with Health Canada, and already produces a range of OTC toothpastes that are currentlyselling in the Canadian market.

IntellectualProperty

TheCompany has a registered United States design patent for the ornamental and industrial design for the manufacture of The BrüushToothbrush, which expires on November 19, 2034. We also have a similar industrial design registration for The Brüush Toothbrushin Canada that expires on December 13, 2028. We do not intend to file any new patents as it relates to the new products that we willbe launching later this year. Additionally, the Company retains trademarks in the United States, Canada, Australia, United Kingdom andthe European Union for our name and symbol “BRÜUSH”.

LegalProceedings

Wemay become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject toinherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Thereare no material proceedings to which any director or officer is a party that is adverse to the Company or has a material interest adverseto the Company. We do not believe that any lawsuit filed to date is material or would have a material adverse impact on our Company.No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or hada bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminaloffense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has beenthe subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limitinghis involvement in any type of business, securities or banking activities during the past ten years. No current director or officer hasbeen found by a court to have violated a federal or state securities or commodities law during the past ten years.

CorporateInformation

TheCompany’s principal office is located at 128 West Hastings Street, Unit 210, Vancouver, BC V6B 1G8. Our telephone number is (844)427-8774. The SEC maintains an Internet site (http://www.sec.gov) that makes available reportsand other information regarding issuers that file electronically with the SEC.The Company’s website address is www.bruush.com. The information contained on, or that can be accessed through, our websiteis not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our securities.

Management

Thefollowing table sets forth certain information regarding our directors and executive officers as of the date of this prospectus:

ExecutiveOfficers

AneilManhas, Chief Executive Officer and Chairman

AneilManhas, the founder of the Company, has served as Chief Executive Officer since inception in 2018. Mr. Manhas has a career spanning over15 years working in the financial services industry and in CEO positions of his previous companies.

Recently,he was CEO of Surface 604 from 2015 until 2019, an electric bike company that he founded and grew to be one of North America’sleading e-bike brands. During the same period, he was also President and CEO of GVA Brands / Rosso Sports from 2014 until 2019, a companyhe purchased and transformed into Canada’s leader in entry-level powersports.

Mr.Manhas previously worked at Credit Suisse in Los Angeles, California for two years as an Investment Banking Analyst before joining OnexCorporation in Toronto, Ontario as a member of the investment team for five years, evaluating and executing large private equity transactionsacross multiple industries.

Aneilholds an Honors Business Administration (HBA) from the Richard Ivey School of Business at the University of Western Ontario.

AlanMacNevin, Chief Operating Officer

AlanMacNevin joined the Company in June 2022 as Chief Operating Officer and leads the Company across all aspects of operations, driving strategicgrowth by directing and overseeing the scale of digital commerce, execution of strategic partnerships, launch of new products and expansioninto new geographical markets. Mr. MacNevin has over 20 years of experience in executive-level positions managing large teams globally,while leading the growth at start-up e-commerce and subscription-based businesses and building them into category leaders.

Mr.MacNevin joins the Company from Rakuten Kobo, where over the past ten years he has held various executive positions including Chief RevenueOfficer (2014-2015), Chief Marketing Officer (2015-2019), and most recently, Chief Operating Officer (2019-2022), where he managed theday-to-day global operations of the company. Driving growth, profitability and international expansion, Mr. MacNevin played a key rolein Kobo’s emergence as a dominant player in the eReading industry.

Priorto joining Rakuten Kobo, Mr. MacNevin was a member of the executive team at Sirius Satellite Radio for six years from 2005 to 2011. AtSirius, Mr. MacNevin led the subscriber management team as the company grew from inception to over two million subscribers before itmerged with XM Canada in 2011. Mr. MacNevin has also held senior marketing and operational roles at the Canadian Broadcasting Company,Chapters-Indigo Online and Bell Mobility.

Non-ExecutiveDirectors

KiaBesharat, Director

KiaBesharat has over 15 years of extensive private equity, investment banking and directorship experience, including as former ManagingDirector at Ubequity Capital Partners, a leading global merchant and investment bank.

Mr.Besharat acts exclusively as a consultant to Gravitas Securities Inc., where he helps with the advisory, restructuring, corporate finance,and mergers and acquisitions mandates across the firm’s platform, with a recent focus on the following industry groups: consumer/retail,natural resources, internet/new media, technology, and healthcare. While at Gravitas Securities as a Senior Managing Director of InvestmentBanking, Mr. Besharat played a pivotal role in establishing Gravitas Securities as one of the top boutique investment banks in Canada.His transactions totaled over $1 billion at Gravitas Securities and more than $4 billion over the span of his career.

Mr.Besharat holds a Bachelor of Arts (Economics with a minor in Management) from McGill University as well as a Master of Science (Financeand Investment) from the University of Edinburgh. In 2018, he was recognized by the Investment Industry Association of Canada (IIAC)as a Top 40 Under 40 Award Nominee.

Dr.Robert Ward

Dr.Robert Ward has served as a director of the Company since August 2022 and is a Certified Specialist in Orthodontics licensedin the provinces of Manitoba and Alberta, where he maintains a private practice. He is also the CEO of XerosGuard, a company that hefounded in 2018 and offers dentists a revolutionary product that maintains intra-oral isolation and moisture control while a patientoccludes their teeth.

Previously,from 2016-2019, Dr. Ward’s ownership group successfully acquired and green-fielded 11 dental and orthodontic offices in CentralCanada and proceeded to have a successful exit in the summer of 2019. This sale is widely believed to be one of the largest transactionsin the space in Canadian history. Dr. Ward is passionate about innovative, cutting-edge techniques and technologies to provide the highestlevel of care to patients. This keen interest has led to his involvement in several intellectual property-focused dental start-up businessesand he currently holds three dental-related patents in the United States.

Dr.Ward attended the University of Manitoba and holds a Bachelor of Science (Biology), Bachelor of Science (Dentistry), Doctor of Medicinein Dentistry and Master of Science in Orthodontics. Dr. Ward is involved with several continuing education and professional organizations,including the Canadian Association of Orthodontists and American Association of Orthodontists. He also maintains a part-time professorposition in the College of Dentistry at University of Manitoba in Orthodontics.

BrettYormark

InJune 2022, Brett Yormark was named the Big 12 Conference’s fifth Commissioner. Previously, since 2019, Mr. Yormark served as theCOO of Roc Nation and Co-CEO of Roc Nation Unified. Roc Nation, founded in 2008 by JAY-Z, is a full-service entertainment company supportinga diverse roster of talent through artist management, music publishing, touring, production, strategic brand development and more. Theclient list includes some of the world’s most recognizable names in the entertainment and sports worlds. Mr. Yormark has servedas a director of our Company since August 2022.

Priorto Roc Nation, Mr. Yormark spent 14 years as President and CEO of Brooklyn Sports & Entertainment (BSE) Global, which manages andcontrols Barclays Center, the Brooklyn Nets and the Nets’ NBA G League team, the Long Island Nets. During his tenure, he also expandedBSE’s venue footprint by leading the renovation, reopening and subsequent operation of NYCB LIVE, home of the Nassau Veterans MemorialColiseum on Long Island and Manhattan’s iconic Webster Hall. While at BSE Global, Mr. Yormark had oversight for all facets of BarclaysCenter and NYCB LIVE, including operations, event programming, sales and marketing.

Priorto BSE Global, Mr. Yormark worked for NASCAR for six years, where he helped build the stock-car racing company into a major sports property.Mr. Yormark was named the maximum three times to the “Forty Under 40” list by Sports Business Journal and was selected twiceto the “40 Under 40” list by Crain’s New York Business. He is also on the board of the City Parks Foundation, the TJMartell Foundation and NYC & Company.

CorporateGovernance

DirectorIndependence

Theboard of directors has reviewed the independence of directors based on Nasdaq listing standards. Based on this review, the board of directorshas determined that Kia Besharat, Dr. Robert Ward and Brett Yormark are independent withinthe meaning of the Nasdaq rules. In making this determination, our board of directors considered the relationships that each of thesenon-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining theirindependence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in regularly scheduledexecutive sessions at which only independent directors are present.

Committeesof the Board of Directors

Theboard of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.The members of the Audit Committee will be Kia Besharat(Chairman), Dr. Robert Ward and Brett Yormark. TheNominating and Corporate Governance Committee will be Kia Besharat (Chairman) and Dr.Robert Ward. The Compensation Committee will be Kia Besharat (Chairman)and Dr. Robert Ward. Each of the directors on the Audit Committee has been determined byour board of directors to be independent.

AuditCommittee

TheAudit Committee is governed by a written charter, which is approved and annually adopted by the board of directors. The board of directorshas determined that the members of the Audit Committee meet the applicable independence requirements of the SEC and the Nasdaq StockMarket, that all members of the Audit Committee fulfill the requirement of being financially literate and that KiaBesharat is an Audit Committee financial expert as defined under current SEC regulations.

TheAudit Committee is appointed by the board of directors and is responsible for, among other matters, overseeing the:

Nominatingand Corporate Governance Committee

TheNominating and Corporate Governance Committee is appointed by the board of directors and is responsible for, among other matters:

CompensationCommittee

TheCompensation Committee is appointed by the board of directors and is responsible for, among other matters:

RiskOversight

Ourboard of directors oversees a company-wide approach to risk management. Our board of directors determines the appropriate risk levelfor us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our boardof directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certainspecified areas.

Specifically,our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements,and the incentives created by the compensation awards it administers. Our audit committee oversees management of enterprise risks andfinancial risks, as well as potential conflicts of interests. Our board of directors is responsible for overseeing the management ofrisks associated with the independence of our board of directors.

Codeof Business Conduct and Ethics

Ourboard of directors adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. A copy of thiscode is available on our website. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics andany waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principalaccounting officer, controller or persons performing similar functions.

FamilyRelationships

Thereare no family relationships among our directors and/or executive officers.

Involvementin Certain Legal Proceedings

Tothe best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedingsdescribed in subparagraph (f) of Item 401 of Regulation S-K that are material to an evaluation of the ability or integrity of any directoror executive officer of the Company.

EquityCompensation Plan

OnJune 30, 2022, our board of directors approved an Omnibus Securities and Incentive Plan effective June 29, 2022, replacing the StockOption Plan previously approved on August 6, 2021. We plan to grant awards under this new plan, See “Executive and Director Compensation– Stock Option and Other Incentive Plans” for a description of the 2022 plan.

BoardDiversity

Whilewe do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background, reputation,type and length of business experience of our board members as well as a particular nominee’s contributions to that mix. Our boardof directors believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and shareholders.

OnAugust 6, 2021, the Securities and Exchange Commission approved a proposed rule from Nasdaq on diversity of boards of directors of companieslisted on Nasdaq. Under the rule as approved, “foreign private issuers” can meet the diversity requirement with either twofemale directors or one female director and one director who is an underrepresented individual based on national, racial, ethnic, indigenous,cultural, religious or linguistic identity in its home country or LGBTQ+. Companies with five or fewer directors can meet the requirementby having at least one director who meets the definition of “diverse” under the new rule. The requirements will become effectivefrom August 7, 2023.

Executiveand Director Compensation

Thefollowing information is related to the compensation paid, distributed or accrued by us for the fiscal years ended October 31, 2021 andJanuary 31, 2021 for our Chief Executive Officer (principal executive officer) serving during the year ended October 31, 2021 and theother most highly compensated executive officer serving at January 31, 2021 whose total compensation exceeded $100,000 (the “NamedExecutive Officers”).

SummaryCompensation Table

Compensation

Thefollowing table sets out the compensation paid to the individuals in U.S. dollars who were Named Executive Officers during the yearsended October 31, 2021 and January 31, 2021.

(1)Mr. Manhas has served as Chief Executive Officer of the Company since inception in 2018. Pursuant to his employment agreement with theCompany dated July 28, 2022, his compensation includes: (i) an annual salary of $400,000; and (ii) an annual cash bonus equal to thehigher of an amount determined by the board of directors or 1.5% of the Company’s total gross revenues for the Company’sfiscal year ending October 31^st of each year. If Mr. Manhas is terminated without cause, the Company must pay him a severance,in a lump sum upon termination or as and when normal payroll payments are made, in the amount of equal to two years of his then annualsalary and the prior year’s cash bonus and retain the benefits as set forth in the Mr. Manhas’ employment agreement for thebalance of the term and all outstanding compensation owing as of the termination date.

(2)Mr. Kavanagh was the Chief Financial Officer of the Company from February 2022 until October 2022. Mr. Kavanagh’sresignation did not result from any dispute or disagreement with our Company regarding our practices, policies, or otherwise. Mr. Kavanagh’scompensation included an annual salary of CAD$200,000 and stock options to acquire 38,860 common shares that vestedannually in equal increments over a four-year term. Mr. Kavanagh resigned before any of his stock options would have vested.

(3)Mr. MacNevin became the Chief Operating Officer of the Company in June 2022. His compensation includes an annual salary of CAD$250,000and stock options to acquire 77,720 common shares that vest annually in equal increments over a four-year term. The Company may at any time terminate Mr. MacNevin without just cause. If Mr. MacNevin is terminatedwithout cause in the first year of employment, the Company must pay him a lump sum amount equal to two months of his then annual salary.One month of Mr. MacNevin’s annual salary will be added for each full calendar year he has been working at Company up to a maximumlump sum payment of 12 months of then annual salary.

Thecompensation set out above is based on current conditions in the Company’s industry and on the associated approximate allocationof time for the Named Executive Officers listed above and is subject in future to adjustments based on changing market conditions andcorresponding changes to required time commitments. Following the Listing, the Company will review its compensation policies and mayadjust them if warranted by factors such as market conditions.

StockOptions and Other Incentive Plans

OnJune 30, 2022, our board of directors approved the 2022 Omnibus Securities and Incentive Plan (the “2022 Incentive Plan”)effective June 29, 2022, replacing the Stock Option Plan previously approved on August 6, 2021.

The2022 Incentive Plan was implemented for the purpose granting incentive share options, non-qualifiedshare options, restricted share awards, restricted share unit awards, share appreciation rights, unrestricted share awards (collectively,“Awards”) to incentivize our directors, employees and consultants and the directors, employees and consultants of our subsidiarycompanies.

Theboard of directors may grant Awards from time to time under the 2022 Incentive Plan to one or more employees, directors or consultantsthat the Company determines to be eligible for participation in the 2022 Incentive Plan, as the board may determine at its discretion,subject to an aggregate number of shares of Common Stock that may be issued under the 2022 Incentive Plan limited to 20% of the overalloutstanding shares of the Company.

Classof Share: An Award granted under the 2022 Incentive Plan entitles the option holder, subject to the satisfaction, waiver or accelerationof specific exercise conditions, to subscribe for shares of Common Stock.

Adjustmentof Award: In the event there is any variation in our share capital that affects the value of the options, adjustments to thenumber and purchase price of shares subject to each Award in accordance with the plan. Any adjustment to an incentive share option shallcomply with the requirements of Section 424(a) of the Code and any adjustment to a non-qualified share option shall comply with the requirementsof Section 409A of the Code.

Transferability:No Award under the 2022 Incentive Plan may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecatedor disposed of by the holder (other than in the case of an assignment to personal representatives upon death or the by gift to any familymember (as defined in the 2022 Incentive Plan).

Amendment:The 2022 Incentive Plan will terminate on the tenth anniversary of the date on which it is adopted by the board of directors. Theboard of directors in its discretion may terminate the 2022 Incentive Plan at any time with respect to any share for which Awards havenot been granted. The board may alter or amend the 2022 Incentive Plan; however, certain changes to the plan will require shareholderapproval. No change in any Award granted under the 2022 Incentive Plan may be made that would materially and adversely impair the rightsof the holder of the Award without the consent of such holder.

Exerciseof Options by Directors and Named Executive Officers

Duringthe year ended October 31, 2021, none of the Named Executive Officers or directors of the Company were granted options or other rightsto acquire securities of the Company.

ExternalManagement Companies

TheCompany has not entered into any agreement with any external management company that employs or retains one or more of the Named ExecutiveOfficers or Directors and, other than as disclosed below, the Company has not entered into any understanding, arrangement or agreementwith any external management company to provide executive management services to the Company, directly or indirectly, in respect of whichany compensation was paid by the Company.

PensionPlan Benefits

TheCompany does not anticipate having any deferred compensation plan or pension plan that provide for payments or benefits at, followingor in connection with retirement.

DirectorCompensation

FromJuly 1, 2020 until July 31, 2022, the Companypaid each of its directors an annual fee of CAD$60,000. Starting on August 1, 2022, the Company has agreed to pay each of its directorsan annual fee of $48,000. Any additional compensation to be paid to the executive officers and directors of the Company after thedate of Listing will be determined by the board of directors.

PrincipalShareholders

Exceptas specifically noted, the following table sets forth information with respect to the beneficial ownership of our shares of our capitalstock of:

Thecalculations in the table below are based on 8,150,875 shares of common stock issued and outstanding as of December 15,2022.

Beneficialownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially ownedby a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days,including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however,are not included in the computation of the percentage ownership of any other person.

Unlessotherwise indicated, the address for each beneficial owner listed in the table below is c/o Bruush Oral Care Inc., 128 West HastingsStreet, Unit 210, Vancouver, BC V6B 1G8, Canada.

(1)Aneil Manhas is the Chief Executive Officer andChairman of the Company.

(2)Yaletown Bros Ventures Ltd. is jointly owned byMatthew Friesen and Bradley Friesen.

(3)Shares are held in Prodigy Capital Corp. which is owned by Kia Besharat, a non-executive director.

(4)Shares are held in Ward Dental Corp. which is ownedby Dr. Robert Ward, a non-executive director.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

Thefollowing table sets forth information as of December 15, 2022 with respect to our compensation plans under which equity securitiesmay be issued.

CertainRelationships and Related Person Transactions

Thefollowing includes a summary of transactions since October 31, 2021 to which we have been a party in which the amount involvedexceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of morethan 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirectmaterial interest, other than equity and other compensation, termination, change in control and other arrangements, which are describedunder “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executiveofficers and stockholders.

Forthe fiscal year ended October 31, 2021, we did not pay any share-based compensation. For the fiscal year ended January 31, 2021, we paidshare-based compensation in the amount of $2,527,596 to the Chief Executive Officer consisting of 2,381,346 Class A common shares.

Forthe fiscal year ended October 31, 2021, we had accounts payable and accrued liabilities in the amount of $139,312 to the Chief ExecutiveOfficer. For the fiscal year ended January 31, 2021, we had accounts payable and accrued liabilities in the amount of $Nil to the ChiefExecutive Officer.

SELLINGSECURITYHOLDERS

The9,833,336 shares of common stock being offered by the Selling Securityholders include: (i) 2,966,667 shares of common stock, (ii) 4,916,668shares of common stock underlying the warrants, and (iii) 1,950,001 shares of common Stock underlying the pre-funded warrants. For additionalinformation regarding the issuance of the common stock and Warrants, see the definition of “PIPE Financing” above.We are registering the shares of our common stock in order to permit the Selling Securityholders to offer the shares of common stockfor resale from time to time. Except as otherwise described in the footnotes to the table below and for the ownership of the registeredshares issued pursuant to the Security Purchase Agreements, neither the Selling Securityholders nor any of the persons that controlthem has had any material relationships with us or our affiliates within the past three (3) years.

Thetable below lists the Selling Securityholders and other information regarding the beneficial ownership (as determined under Section 13(d)of the Exchange Act (and the rules and regulations thereunder) of the shares of our common stock by each of the Selling Securityholders.

Thesecond column lists the number of shares of our common stock beneficially owned by each of the Selling Securityholders before this offering(including shares which the Selling Securityholders have the right to acquire within 60 days, including upon conversion of any convertiblesecurities).

Thethird column lists the shares of our common stock being offered by this prospectus by each Selling Securityholder.

Thefourth and fifth columns list the number of shares of common stock beneficially owned by each of the Selling Securityholders and theirpercentage ownership after the offering (including shares which the Selling Securityholders have the right to acquire within 60 days,including upon conversion of any convertible securities), assuming the sale of all of the shares offered by each Selling Securityholderspursuant to this prospectus.

Underthe terms of the Warrants, a Selling Securityholder may not exercise the Warrants to the extent such exercise would cause such SellingSecurityholders, together with any other person with which the Selling Securityholders is considered to be part of a group under Section13 of the Exchange Act or with which the Selling Securityholders otherwise files reports under Section 13 and/or 16 of the Exchange Act,to beneficially own a number of shares of common stock which exceeds 4.99% or 9.99%, as applicable, of the equity interests of a classthat is registered under the Exchange Act that is outstanding at such time. The number of shares in the third column does not reflectthis limitation.

Theamounts and information set forth below are based upon information provided to us by the Selling Securityholders as of December 21,2022, except as otherwise noted below. The Selling Securityholders may sell all or some of the shares of common stock it is offering,and may sell, unless indicated otherwise in the footnotes below, shares of our common stock otherwise than pursuant to this prospectus.The tables below assume the Selling Securityholders sell all of the shares offered by them in offerings pursuant to this prospectus,and do not acquire any additional shares. We are unable to determine the exact number of shares that will actually be sold or when orif these sales will occur.

Descriptionof COMMON STOCK

CommonStock

Thefollowing is a description of our common stock and the material provisions of our certificate of incorporation and bylaws.

Allof our issued and outstanding shares of common stock are fully paid and non-assessable. Shares of our Common Stock are issuable in registeredform and are issued when registered in our register of members. Holders of shares of Common Stock are entitled to one vote in respectof each share held. The holders of shares of Common Stock are entitled, out of any or all profits or surplus available for dividends,to receive, when, as and if declared by the directors, those dividends as may be declared from time to time in respect of shares of CommonStock. Shares of Common Stock are not redeemable or retractable unless the board of directors determine otherwise, each holderof shares of Common Stock will not receive a certificate evidencing such shares. Holders of shares of Common Stock may freely hold and vote their shares.

Weare authorized to issue an unlimited amount of common shares with no par value per share. Subject to the provisions of the Business CorporationsAct (British Columbia) (“Business Corporations Act”) and our articles regarding redemption and purchase of the shares, thedirectors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over orotherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authoritycould be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching tocommon shares. No share may be issued at a discount except in accordance with the provisions of the Business Corporations Act andthe Nasdaq. The directors may refuse to accept any application for shares and may accept any application in whole or in part, forany reason or for no reason.

TransferAgent and Registrar

Ourtransfer agent and registrar is Endeavor Trust Corporation located at 702-777 Hornby Street, Vancouver, BC, V6Z1S4. Their phone number is (604) 559-8880.

SharesEligible for Future Sale

Salesof substantial amounts of shares of Common Stock in the public market, including shares issued upon exercise of outstanding Warrants,or the anticipation that such sales could occur, could adversely affect prevailing market prices of our securities. Upon completion ofthis offering, assuming all Warrants are exercised and shares are sold by the Selling Securityholders, we will have 17,984,211shares of Common Stock issued and outstanding. All of the shares of Common Stock sold in this offering will be freely transferable withoutrestriction or further registration under the Securities Act by persons other than by our affiliates.

Lock-UpAgreements

Ourexecutive officers, directors, employees and stockholders holding at least 5% of Common Stock outstanding as of December 9, 2022have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any sharesof our shares of common stock or other securities convertible into or exercisable or exchangeable for such shares for a period of ninety(90) days from the closing date of the PIPE Financing.

Rule144

Ingeneral, under Rule 144 under the Securities Act as in effect on the date hereof, beginning 90 days after the date hereof, a person whoholds restricted shares (assuming there are any restricted shares) and is not one of our affiliates at any time during the three monthspreceding a sale, and who has beneficially owned these restricted shares for at least six months, would be entitled to sell an unlimitednumber of such shares, provided current public information about us is available. In addition, under Rule 144, a person who holds restrictedshares in us and is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned theserestricted shares for at least one year, would be entitled to sell an unlimited number of shares immediately upon the closing of thisoffering without regard to whether current public information about us is available. Beginning 90 days after the date hereof, our affiliateswho have beneficially owned shares of our common stock for at least six months will be entitled to sell within any three-month perioda number of shares that does not exceed the greater of:

Affiliatesare also subject to additional restrictions on the manner of sales under Rule 144 and notice filing requirements. We cannot estimatethe number of our shares that our existing affiliated or non-affiliated shareholders will elect to sell on the Nasdaq Capital Marketfollowing this offering.

RegulationS

RegulationS under the Securities Act provides that securities owned by any person may be sold without registration in the United States, providedthat the sale is affected in an “offshore transaction” and no “directed selling efforts” are made in the UnitedStates (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our shares maybe sold in some manner outside the United States without requiring registration in the United States.

Rule701

Ingeneral, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases sharesfrom us in connection with a compensatory share plan or other written agreement executed prior to the completion of this offering iseligible to resell such shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period,contained in Rule 144.

THEDISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL SHARE TRANSFER RESTRICTION MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVEINVESTOR. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN LEGAL ADVISOR REGARDING THE PARTICULAR SECURITIES LAWS AND TRANSFER RESTRICTIONCONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF THE COMMON STOCK AND WARRANTS INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGEIN APPLICABLE LAWS.

CertainMaterial Tax Considerations

Thefollowing summary contains a description of some of the material Canadian and U.S. federal income tax consequences of the acquisition,ownership and disposition of shares of our common stock and warrants.

CertainU.S. Federal Income Tax Considerations

Thefollowing is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of purchasing, owing anddisposing of shares of our common stock and warrants. This discussion is included for general informational purposes only, does not purportto consider all aspects of U.S. federal income taxation that might be relevant to a U.S. Holder, and does not constitute, and is not,a tax opinion for or tax advice to any particular U.S. Holder. The summary does not address any U.S. tax matters other than those specificallydiscussed. The summary is based on the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existingTreasury Regulations (including temporary regulations) issued thereunder, judicial decisions and administrative rulings and pronouncementsand other legal authorities, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Anysuch change could alter the tax consequences described herein.

Thediscussion below applies only to U.S Holders holding shares of our common stock and warrants as capital assets within the meaning ofSection 1221 of the Code (generally, property held for investment), and does not address the tax consequences that may be relevant toU.S. Holders who, in light of their particular circumstances, may be subject to special tax rules, including without limitation:

Anysuch U.S. Holders should consult their own tax advisors.

Forpurposes of this discussion, a “U.S. Holder” means a holder of shares of our common stock or warrants that is or is treated,for U.S. federal income tax purposes, as (i) an individual citizen or resident of the United States, (ii) a corporation (or other entitytaxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any Statethereof or the District of Columbia or any entity treated as such for U.S. federal income tax purposes, (iii) an estate the income ofwhich is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (A) the administration over which a U.S. courtexercises primary supervision and all of the substantial decisions of which one or more U.S. persons have the authority to control, or(B) that has a valid election in effect under the applicable Treasury Regulations to be treated as a U.S. person under the Code.

Ifa partnership or other pass-through entity (including any entity or arrangement treated as such for purposes of U.S. federal income taxlaw) holds our shares, the tax treatment of a partner of such partnership or member of such entity will generally depend upon the statusof the partner and the activities of the partnership. Partnerships and other pass-through entities holding our shares, and any personwho is a partner or member of such entities should consult their own tax advisors regarding the tax consequences of purchasing, owningand disposing of the shares.

TaxTreatment of the Pre-Funded Warrants

Weintend to treat our Pre-funded Warrants as a class of our common stock for U.S. federal income tax purposes. However, our position isnot binding on IRS and the IRS may treat the Pre-funded Warrants as warrants to acquire our shares of common stock. Accordingly, youshould consult your tax adviser regarding the U.S. federal tax consequences of an investment in the pre-funded warrants. The followingdiscussion assumes our Pre-funded Warrants are properly treated as a class of our common stock.

Exerciseor Expiry of Pre-Funded Warrants and Warrants

Nogain or loss will be realized on the exercise of a Pre-funded Warrant or Warrant. When a Pre-funded Warrant or Warrant is exercised,the U.S. Holder’s cost of the common share acquired thereby will be equal to the U.S. Holder’s adjusted cost basis of thePre-funded Warrant and Warrant plus the exercise price paid for the common share. The expiry of an unexercised Pre-funded Warrant andWarrant will generally give rise to a capital loss equal to the adjusted cost basis to the U.S. Holder of the expired Pre-funded Warrantand Warrant. The holding period of the common share acquired thru the exercise of a Pre-Funded Warrant and Warrant includes the holdingperiod of the Pre-funded Warrant and Warrant.

PassiveForeign Investment Company Considerations

Anon-U.S. corporation will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, if, inthe case of any particular taxable year, either (i) 75% or more of its gross income for such taxable year consists of certain types of“passive” income or (ii) 50% or more of the value of its assets (based on an average of the quarterly values of the assets)during such taxable year is attributable to assets that produce or are held for the production of passive income. For this purpose, aforeign corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the incomeof any other non-U.S. corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock. In the PFIC analysis,cash is categorized as a passive asset, and the company’s un-booked intangibles associated with active business activities maygenerally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties,and gains from the disposition of passive assets.

Basedupon its current income and assets and projections as to the value of our shares of common stock, it is not presently expected that wewill be classified as a PFIC for the 2022 taxable year or the foreseeable future.

Thedetermination of whether we will be or become a PFIC will depend upon the composition of our income (which may differ from our historicalresults and current projections) and assets and the value of its assets from time to time, including, in particular the value of itsgoodwill and other unbooked intangibles (which may depend upon the market value of the shares of our common stock from time to time andmay be volatile). Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be classifiedas a PFIC for the 2022 taxable year, or future taxable years. It is also possible that the IRS may challenge the classification or valuationof our assets, including goodwill and other unbooked intangibles, or the classification of certain amounts received by us, includinginterest earnings, which may result in our being, or becoming classified as, a PFIC for the 2022 taxable year, or future taxable years.

Thedetermination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, we use liquid assets and thecash proceeds of this offering or otherwise. If we were to retain significant amounts of liquid assets, including cash, the risk of beingclassified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC statusis a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC forthe 2022 taxable year or any future taxable year, and no opinion of counsel has or will be provided regarding our classification as aPFIC. If we were classified as a PFIC for any year during which a holder held shares of our common stock, we generally would continueto be treated as a PFIC for all succeeding years during which such holder held our shares. The discussion below under “—DividendsPaid on Shares of Common Stock” and “—Sale or Other Disposition of Shares” is written on the basis that we willnot be classified as a PFIC for U.S. federal income tax purposes.

DividendsPaid on Shares of Common Stock

Wehave never paid dividends with respect to our Common Stock, and have no plan to do so in the foreseeable future. Holders of our Warrantsand Pre-Funded Warrants will not be entitled to receive dividends. In the event our dividend policy were to change, the following discussionaddresses the U.S. tax consequences of any dividends we might distribute. Subject to the PFIC rules described below, any cash distributions(including constructive distributions) paid with respect to the shares of our common stock out of our current or accumulated earningsand profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holderas dividend income on the day actually or constructively received by the U.S. Holder. Because we do not intend to determine our earningsand profits on the basis of U.S. federal income tax principles, any distribution will generally be treated as a “dividend”for U.S. federal income tax purposes. Under current law, a non-corporate recipient of a dividend from a “qualified foreign corporation”will generally be subject to tax on the dividend income at the lower applicable net capital gains rate rather than the marginal tax ratesgenerally applicable to ordinary income, provided certain holding period and other requirements are met.

Anon-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or thepreceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits ofa comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory forpurposes of this provision and which includes an exchange of information program, or (ii) with respect to any dividend it pays on stock,which is readily tradable on an established securities market in the United States. We believe we are eligible for the benefits of theConvention Between the United States of America and Canada with Respect to Taxes on Income and Capital (or the United States-Canada incometax treaty), which the Secretary of the Treasury of the United States has determined is satisfactory for this purpose and includes anexchange of information program, in which case we would be treated as a qualified foreign corporation with respect to dividends paidin respect of our shares of common stock. U.S. Holders are urged to consult their tax advisors regarding the availability of the reducedtax rate on dividends in their particular circumstances. Dividends received in respect of our shares of common stock shares will notbe eligible for the dividends received deduction allowed to corporations.

Saleor Other Disposition of Shares

Subjectto the PFIC rules discussed below, a U.S. Holder of our common stock and warrants will generally recognize capital gain or loss, if any,upon the sale or other disposition of common stock and warrants in an amount equal to the difference between the amount realized uponsuch sale or other disposition and the U.S. Holder’s adjusted tax basis in such shares. Any capital gain or loss will be long-termcapital gain or loss if the shares have been held for more than one year and will generally be United States source capital gain or lossfor United States foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reducedrates of taxation.

Dispositionof Foreign Currency

U.S.Holders are urged to consult their tax advisors regarding the tax consequences of receiving, converting or disposing of any non-U.S.currency received as dividends on our common stock.

Taxon Net Investment Income

U.S.Holders may be subject to an additional 3.8% Medicare tax on some or all of such U.S. Holder’s “net investment income.”Net investment income generally includes income from the shares unless such income is derived in the ordinary course of the conduct ofa trade or business (other than a trade or business that consists of certain passive or trading activities). You should consult yourtax advisors regarding the effect this tax may have, if any, on your acquisition, ownership or disposition of common stock and warrants.

Allocationof Purchase Price and Tax Basis

ForUnited States federal income and other applicable tax purposes, each purchaser of Units in this offering must allocate its purchase pricebetween each component (i.e. the shares of Common Stock and Warrants) based on the relative fair market value of each at the time ofissuance. These allocated amounts will be the holder’s tax basis in each component. Because each investor must make its own determinationof the relative value of each component of the Units, we urge each investor to consult their tax advisor in connection with this analysis.

PassiveForeign Investment Company Rules

Ifwe are classified as a PFIC for any taxable year during which a U.S. Holder holds shares of our Common Stock, unless the holder makesa mark-to-market election (as described below), the holder will, except as discussed below, be subject to special tax rules that havea penalizing effect, regardless of whether we remain a PFIC, on (i) any “excess distribution” that we make to the holder(which generally means any distribution paid during a taxable year to a holder that is greater than 125% of the average annual distributionspaid in the three preceding taxable years or, if shorter, the holder’s holding period for the shares), and (ii) any gain realizedon the sale or other disposition, including, under certain circumstances, a pledge, of shares of our common stock.

Underthe PFIC rules:

Ifwe are a PFIC for any taxable year during which a U.S. Holder holds the shares of our common stock and any of our non-U.S. subsidiariesis also a PFIC, such holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposesof the application of these rules. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rulesto any of our subsidiaries.

Asan alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined in the Code and the regulations) ina PFIC may make a mark-to-market election with respect to such shares, provided that the shares “regularly traded” (as definedin the Code and the regulations) on a national securities exchange, such as The Nasdaq Capital Market where we have applied for the sharesto be listed. No assurances may be given regarding whether shares of our common stock will qualify or, if so qualified, will continueto be qualified, as being “regularly traded” for purposes of the Code and the regulations. If a U.S. Holder makes a mark-to-marketelection, such U.S. Holder will generally (i) include as ordinary income, for each taxable year that we are a PFIC, the excess, if any,of the fair market value of common stock held at the end of the taxable year over the adjusted tax basis of such shares and (ii) deductas an ordinary loss the excess, if any, of the adjusted tax basis of the shares over the fair market value of such shares held at theend of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.The U.S. Holder’s tax basis in the common stock would be adjusted to reflect any income or loss resulting from the mark-to-marketelection. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC, any gain recognized upon thesale or other disposition of common stock will be treated as ordinary income and loss will be treated as ordinary loss, but only to theextent of the net amount previously included in income as a result of the mark-to-market election. U.S. Holders should consult theirtax advisors regarding the availability of a mark-to-market election with respect to such shares.

Ifa U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classifiedas a PFIC, the holder will not be required to take into account the mark-to-market gain or loss described above during any period thatsuch corporation is not classified as a PFIC.

Becausea mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market electionwith respect to its holding of shares of our common stock may continue to be subject to the general PFIC rules with respect to such holder’sindirect interest in any of our non-U.S. subsidiaries that is classified as a PFIC.

Wedo not intend to provide information necessary for any U.S. Holder to make a “qualified electing fund” election, which, ifavailable, would result in tax treatment different from the general tax treatment for PFICs described above. However, as described aboveunder “Passive Foreign Investment Company Considerations,” it is not presently expected that we will be classified as a PFICfor the 2021 taxable year or the foreseeable future.

Asdiscussed above under “Dividends Paid on Shares of Common Stock,” dividends paid in respect of shares of our common stockwill not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for either thetaxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. Holder owns shares during any taxableyear that we are a PFIC, such holder must file an annual information return on Form 8621 with the IRS. Each U.S. Holder is urged to consultits tax advisor concerning the U.S. federal income tax consequences of purchasing, holding, and disposing shares of our common stockshould we be or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the qualifiedelecting fund election.

Informationreporting and backup withholding

CertainU.S. Holders are required to report information to the IRS relating to interests in “specified foreign financial assets,”including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assetsexceeds fifty thousand dollars ($50,000) (or a higher U.S. dollar amount prescribed by the IRS), subject to certain exceptions (includingan exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penaltiesif a holder is required to submit such information to the IRS and fails to do so.

Inaddition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceedsfrom the sale or other disposition of shares of our common stock. Information reporting will apply to payments of such dividends andto proceeds from such sale or other disposition by a paying agent within the United States to a holder, other than holders that are exemptfrom information reporting and properly certify their exemption. A paying agent within the United States will be required to withholdat the applicable statutory rate, currently 20%, in respect of any payments of dividends on, and the proceeds from the disposition of,shares of our common stock within the U.S. to a U.S. Holder (other than holders that are exempt from backup withholding and properlycertify their exemption) if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply withapplicable backup withholding requirements. U.S. Holders who are required to establish their exempt status generally must provide a properlycompleted IRS Form W-9.

Backupwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal incometax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriateclaim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is advised to consult withits tax advisor regarding the application of the United States information reporting rules to their particular circumstances.

Thissummary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intendedto be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their owntax advisors with respect to their particular circumstances.

CertainCanadian Tax Considerations

Thefollowing is a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires sharespursuant to this offering. This summary applies only to a purchaser who is a beneficial owner shares acquired pursuant to this offeringand who, for the purposes of the Income Tax Act (Canada) and the regulations thereunder (the “Tax Act”) and at all relevanttimes: (i) deals at arm’s length with the company and is not affiliated with the company and (ii) holds the shares as capital property(a “Holder”).

Sharesof our common stock will generally be considered to be capital property of a Holder unless they are held in the course of carrying ona business or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade. A purchaserwho is resident in Canada for purposes of the Tax Act and whose shares might not otherwise qualify as capital property may be entitledto make the irrevocable election provided by subsection 39(4) of the Tax Act to have the shares and every other “Canadian security”(as defined in the Tax Act) owned by such purchaser in the taxation year of the election and in all subsequent taxation years deemedto be capital property. Purchasers should consult their own tax advisors for advice as to whether an election under subsection 39(4)of the Tax Act is available and/or advisable in their particular circumstances.

Thissummary is not applicable to a Holder: (i) that is a “financial institution” within the meaning of section 142.2 of the TaxAct; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) that has made a “functionalcurrency” reporting election under section 261 of the Tax Act to report its “Canadian tax results” in a currency otherthan Canadian currency; (iv) an interest in which is, or for whom a share would be, a “tax shelter investment” for the purposesof the Tax Act; or (v) that has entered or will enter into a “derivative forward agreement” or “synthetic dispositionarrangement”, as those terms are defined in the Tax Act, in respect of the shares. Such Holders should consult their own tax advisors.

Thissummary does not address the possible application of the “foreign affiliate dumping” rules that may be applicable to a Holderthat is a corporation resident in Canada (for the purposes of the Tax Act) that is, or that becomes, or does not deal at arm’slength for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or seriesof transactions or events that includes the acquisition of shares, controlled by a non-resident corporation for purposes of the rulesin section 212.3 of the Tax Act.

Thissummary is based upon: (i) the current provisions of the Tax Act in force as of the date hereof; (ii) all specific proposals to amendthe Tax Act that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) and published in writing prior tothe date hereof (the “Proposed Amendments”); and (iii) counsel’s understanding of the current administrative policiesand assessing practices of the Canada Revenue Agency (CRA) published in writing and publicly available prior to the date hereof. No assurancecan be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. Other than the ProposedAmendments, this summary does not take into account or anticipate any changes in law, administrative policy or assessing practice, whetherby legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws ofany province or territory of Canada or of any jurisdiction outside of Canada.

HoldersNot Resident in Canada

Thisportion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (a) is not, and isnot deemed to be, resident in Canada; and (b) does not use or hold the shares in connection with carrying on a business in Canada (a“Non-Resident Holder”). This portion of the summary does not apply to a Holder that carries on, or is deemed to carry on,an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act) and suchHolders should consult their own tax advisors.

Dividends

Dividendspaid or credited (or deemed to be paid or credited) by the Corporation to a Non-Resident Holder will be subject to Canadian withholdingtax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under an applicableincome tax convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-ResidentHolder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Tax Convention (1980), asamended, and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Dispositionsof Shares

ANon-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed dispositionof a share unless the share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposesof the Tax Act and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada andthe country in which the Non-Resident Holder is resident.

Generally,a share will not constitute taxable Canadian property of a Non-Resident Holder provided that the shares are listed on a “designatedstock exchange” for the purposes of the Tax Act (which currently includes the Canadian Securities Exchange), unless at any timeduring the 60-month period immediately preceding the disposition, (a) at least 25% of the issued shares of any class or series of thecapital stock of the company were owned by or belonged to any combination of: (i) the Non-Resident Holder, (ii) persons with whom theNon-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person describedin (ii) holds a membership interest directly or indirectly through one or more partnerships; and (b) at such time, more than 50% of thefair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated inCanada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in theTax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists.

Ifa Non-Resident Holder disposes (or is deemed to have disposed) of a share that is taxable Canadian property of that Non-Resident Holder,and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described aboveunder the headings “Holders Resident in Canada — Dispositions of Shares” and “Holders Resident in Canada —Taxable Capital Gains and Losses” will generally be applicable to such disposition. Such Non-Resident Holders should consult theirown tax advisors.

PLANOF DISTRIBUTION

Weare registering the Common Stock issuable to Selling Securityholders to permit the resale of these securities by the Selling Securityholdersfrom time to time after the date of this prospectus. We will bear all fees and expenses incident to our obligation to register CommonStock issuable to the Selling Securityholders.

TheSelling Securityholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or allof their respective Common Stock on The Nasdaq Stock Market or any other stock exchange, market or trading facility on which the CommonStock are traded or in private transactions or a combination thereof. These sales may be at fixed or negotiated prices. The SellingSecurityholders may use any one or more of the following methods when selling the Common Stock:

TheSelling Securityholders may distribute the Common Stock of which it is the owner by means of a dividend or other form of distribution,including in connection with a declaration of a dividend or distribution, reorganization, combination, consolidation and dissolution.

Broker-dealersengaged by any selling Security Holder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of the securities,from the purchaser) in amounts to be negotiated, but the maximum amount of compensation to be received by any participating FINRA membermay not exceed 8%.

Weare required to pay certain fees and expenses incurred by us incident to the registration of the Common Stock. The Security Holder isresponsible for any selling commissions and other expenses of sale of the securities.

Sinceany one or more of the Selling Securityholders may be deemed to be an “underwriter” within the meaning of the SecuritiesAct, those deemed Selling Securityholders will be subject to the prospectus delivery requirements of the Securities Act includingRule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the SecuritiesAct may be sold under Rule 144 rather than under this prospectus. We have been informed by the Selling Securityholders that thereis no underwriter or single coordinating broker acting in connection with the proposed distribution of the Common Stock by the SellingSecurityholders.

Weintend, but are not obligated, to keep this prospectus and the registration statement of which this prospectus forms a part effectiveuntil the earlier to occur of (i) such time as Rule 144 or another similar exemption under the Securities Act is available for the saleof all the Common Stock, without volume or manner of sale restrictions during a three month period without registration or (ii) all ofthe securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. Thepublic resale of the securities will be sold only through registered or licensed brokers or dealers if required under applicable statesecurities laws. In addition, in certain states, the public resale of the securities may not be sold unless they have been registeredor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and iscomplied with.

Pursuantto applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the public resale of securitiesmay not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as definedin Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicableprovisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchasesand sales of Common Stock by any person. We will make copies of this prospectus available to the Selling Securityholders and haveinformed the Selling Securityholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the timeof the sale (including by compliance with Rule 172 under the Securities Act).

LegalMatters

Weare being represented by Lucosky Brookman LLP with respect to certain legal matters as to the federal law of the United States of Americaand the law of the State of New York. The validity of the shares of common stock and other legal matters as to the law of Canada andthe Province of British Columbia will be passed upon for us by DuMoulin Black LLP.

Experts

Thefinancial statements of the Company as of and for the nine-months ended October 31, 2021 and the financial statements as of and for theyear ended January 31, 2021 appearing in this prospectus have been audited by Dale Matheson Carr-Hilton LaBonte LLP, Chartered ProfessionalAccountants, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantialdoubt about the Company’s ability to continue as a going concern as described in Note 1 to such financial statements) appearingelsewhere herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WhereYou Can Find More Information

Wehave filed with the SEC a registration statement on Form F-1 under the Securities Act relating to this offering of shares of our commonstock. This prospectus does not contain all of the information contained in the registration statement. The rules and regulations ofthe SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made inthis prospectus concerning the contents of any contract, agreement or other document are summaries of all material information aboutthe documents summarized but are not complete descriptions of all terms of these documents. If we filed any of these documents as anexhibit to the registration statement, you may read the document itself for a complete description of its terms.

Youmay read and copy the registration statement, including the related exhibits and schedules, and any document we file with the SEC withoutcharge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies ofthe documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains an Internetwebsite that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SECare also available to the public through the SEC’s website at https://www.sec.gov.

Uponcompletion of this offering, we will become subject to the information reporting requirements of the Exchange Act that are applicableto foreign private issuers, and under those requirements are filing reports with the SEC. Those other reports or other information maybe inspected without charge at the locations described above. As a foreign private issuer, we will be exempt from the rules under theExchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will beexempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we willnot be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequentlyor as promptly as U.S. registrants whose securities are registered under the Exchange Act. However, we will be required to file withthe SEC an annual report on Form 20-F containing, among other information, our financial statements audited by an independent registeredpublic accounting firm within 120 days after the end of each fiscal year, or such other time as prescribed by the SEC, and will furnishunaudited quarterly financial information to the SEC on Form 6-K promptly after they are available.

Wemaintain a corporate website at https://www.bruush.com. Information contained in, or that can be accessed through, our website does notconstitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws andregulations.

INDEXTO FINANCIAL STATEMENTS

BRUUSHORAL CARE INC.

UNAUDITEDFINANCIAL STATEMENTS

JULY31, 2022

(Expressedin U.S. dollars)

BRUUSHORAL CARE INC.

CONDENSEDINTERIM STATEMENTS OF FINANCIAL POSITION

(Expressedin U.S. dollars)

Asat