Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
23 Junho 2023 - 6:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16
or 15d-16 of the Securities Exchange Act of 1934
For
the month of |
June
2023 |
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Commission
File Number |
001-41460 |
Bruush
Oral Care Inc.
(Translation
of registrant’s name into English)
128
West Hastings Street, Unit 210
Vancouver,
British Columbia V6B 1G8
Canada
(844)
427-8774
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
As
previously reported, on March 16, 2023, Bruush Oral Care Inc. (the “Company”) received written notice from the Listing Qualifications
Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, based on the Company’s stockholders’
equity as reported in the Company’s Annual Report on Form 20-F for the fiscal year ended October 31, 2022 filed with the Securities
and Exchange Commission (“SEC”) on March 10, 2023, the Company did not meet the minimum stockholders’ equity
requirement (“Minimum Stockholders’ Equity Requirement”), or the alternatives of market value of listed securities
or net income from continuing operations for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the
“Rule”). As provided in the Rule and in the written notice, the Company has 45 calendar days to submit a plan to regain compliance
with the continued listing requirements under the Rule, and if the plan is accepted, Nasdaq can grant an extension of up to 180 days
to evidence compliance.
The
Company submitted a plan (the “Submission”) to regain compliance with the Minimum Stockholders’ Equity Requirement
on May 24, 2023, as supplemented with additional materials on June 9, 2023. Based on the Submission, Nasdaq informed the Company
on June 14, 2023 (the “Notice”) that it had granted the Company an extension of time to regain compliance with the
Rule. Under the terms of the extension, on or before September 12, 2023, the Company must complete certain proposed financing
transactions and opt for one of the following two alternatives to evidence compliance with the Rule.
Alternative
1: The Company must furnish to the SEC and Nasdaq a publicly available report including:
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1. |
A disclosure of Nasdaq’s deficiency letter and the specific
deficiency(ies) cited; |
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2. |
A description of the completed transaction or event that enabled
the Company to satisfy the stockholders’ equity requirement for continued listing; |
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3. |
An affirmative statement
that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement
based upon the specific transaction or event referenced in (2) above; and |
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4. |
A disclosure stating that Nasdaq will continue to monitor the
Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the
Company does not evidence compliance, that it may be subject to delisting. |
Alternative
2: The Company must furnish to the SEC and Nasdaq a publicly available report including:
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1. |
A disclosure of Nasdaq’s deficiency letter and the
specific deficiency(ies) cited; |
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2. |
A description of the completed transaction or event that enabled
the Company to satisfy the stockholders’ equity requirement for continued listing; |
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3. |
A balance sheet no older than 60 days with pro forma adjustments
for any significant transactions or event occurring on or before the report date. The pro forma balance sheet must evidence compliance
with the stockholders’ equity requirement; and |
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4. |
A disclosure that the Company believes it also satisfies the
stockholders’ equity requirement as of the report date and that Nasdaq will continue to monitor the Company’s ongoing compliance
with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance,
that it may be subject to delisting. |
The
Company is unable to guarantee that certain proposed financing transactions referenced above will be consummated. If
the Company fails to evidence compliance upon filing its periodic report for the period ended October 31, 2023 with the SEC
and the Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy the terms set forth in the Notice,
Nasdaq will provide written notification to the Company that its securities will be delisted. At such time, the Company may appeal such
determination to a Hearings Panel.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Bruush
Oral Care Inc. |
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(Registrant) |
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Date: |
June
23, 2023 |
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By: |
/s/
Aneil Singh Manhas |
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Name: |
Aneil
Singh Manhas |
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Title: |
Chief
Executive Officer |
Bruush Oral Care (NASDAQ:BRSH)
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