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 |
December
18, 2023 |
|
|
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
On
December 18, 2023, Bruush Oral Care Inc. (the “Company”) and Arrive Technology Inc. (“Arrive”) issued a joint
press release announcing that Bruush’s pending merger partner Arrive has
acquired AirBox Technologies (“Airbox”), a company
in the business of delivering medications to remote locations through its smart solution products which offer an app-controlled, industrial
grade, web-connected package delivery solution. Airbox has secured patents pertaining to winch capabilities, a key component for autonomous
delivery drones. In addition to acquiring the patent portfolio, AirBox’s chief executive officer, Brandon Pargoe, has joined the
Arrive team as Vice President of Product Operations.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Additional
Information and Where to Find It
This
Report on Form 6-K relates to the press release, but does not contain all the information that should be considered concerning the transaction
conducted by Bruush’s pending merger partner and is not intended to form the basis of any investment decision or any other decision
in connection with the disclosed transaction conducted by Bruush’ pending partner. Bruush intends to file with the SEC a registration
statement on SEC Form F-4 relating to the registration of the shares to be issued by the combined public company upon the closing
of the merger, as further described in Bruush’ report on Form 6-K filed with SEC on December 15, 2023 relating to the merger. Bruush’s
shareholders and other interested persons are advised to read, when available, the registration statement and the amendments thereto
and the documents incorporated by reference therein filed in connection with the merger and the registered shares, as these materials
will contain important information about the combined public company, its business and all related transactions. Before making any investment
decision, investors and securities holders of Bruush are urged to carefully read the registration statement, and all other relevant documents
filed or which will be filed with the SEC in connection with the merger and the shares issued by the combined public company as they
become available. Investors and securities holders will be able to obtain free copies of the registration statement and all other relevant
documents filed or which will be filed with the SEC by the combined public company through the website maintained by the SEC at www.sec.gov.
In addition, the documents filed by the combined public company may be obtained free of charge from Bruush’s website at https://bruush.com.
Forward-Looking
Statements
This
Report on Form 6-K contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, as amended. Statements that are not historical facts, including
statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations
and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can
identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,”
“expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “pending,” or “continue,” or the negative
of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned
that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements.
Forward-looking
statements included in this report speak only as of the date each statement is made. Neither Bruush nor any person undertakes any obligation
to update any of these statements in light of new information or future events, except to the extent required by applicable law.
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.
|
|
|
BRUUSH
ORAL CARE INC. |
|
|
|
|
Date: |
December
18, 2023 |
|
By: |
/s/
Aneil Singh Manhas |
|
|
|
Name: |
Aneil
Singh Manhas |
|
|
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Arrive
Acquires AirBox Technologies in Advance of Brüush Merger
Acquisition
Broadens Patent Portfolio and Propels Arrive’s Smart Mailbox as a Service Capabilities
VANCOUVER,
BC and INDIANAPOLIS, IN / December 18, 2023 – Bruush Oral Care Inc. (Nasdaq: BRSH) (“Brüush”)
announced today that its pending merger partner, Arrive Technology Inc. (“Arrive”), a technology company focused on facilitating
the last inch of the last-mile for autonomous delivery, has acquired AirBox Technologies (“AirBox”). This acquisition includes
AirBox’s patent portfolio, which Arrive believes will broaden the capabilities of its high-tech mailbox system designed for autonomous
and conventional package delivery. In addition to acquiring the patent portfolio, AirBox’s CEO Brandon Pargoe has joined the Arrive
team as Vice President of Product Operations.
Mr.
Pargoe, who has a background as a medical grade manufacturer and telecom network engineer, founded AirBox in 2015 with the goal of delivering
medications to remote locations. Based in Falls Church, Virginia, AirBox offers two smart solution products: Airbox Home and Airbox Deep.
Both products offer an app-controlled, industrial grade, web-connected package delivery solution. Additionally, Airbox has secured patents
pertaining to winch capabilities, a key component for autonomous delivery drones. Airbox was the first to fly drones beyond a visual
line of sight with partners in Antigua, in collaboration with the government of Antigua, the United Nations Office for Project Services
and ACT Antigua.
“We
are excited to welcome AirBox and Brandon to our team. We believe his extensive background in technology, medical grade manufacturing
and marketing will be accretive to our business,” stated Arrive CEO Dan O’Toole. “AirBox holds patents that extend
beyond their smart mailbox, covering the entire drone delivery process. We regard this acquisition as a valuable addition to our patent
portfolio, a pivotal asset for our organization.”
Mr.
O’Toole added that just like Arrive, AirBox was meticulously developed from the ground up and its innovative intellectual property
reinforces Arrive’s standing at the forefront of smart mailbox technology.
Terms
of the Arrive acquisition of AirBox were not disclosed.
Merger
Between Brüush and Arrive
On
December 14, 2023, Brüush and Arrive entered into an agreement and plan of merger (the “Merger”). The business combination,
conducted in the form of a reverse triangular merger via an all-stock transaction, includes the registration of the securities issued
by the continuing combined company (“Combined Company”) upon the Merger closing. The Combined Company will focus on the advancement
and implementation of Arrive’s smart Mailbox-as-a-Service (MaaS) platform that makes the exchange of goods between people, robots
and drones frictionless through the use of artificial intelligence (“AI”). The Combined Company is expected to operate under
the name Arrive Technology Inc., with its shares listed on the Nasdaq Capital Market under the ticker symbol ‘ARRV’. The
Merger is expected to close in the first quarter of 2024, subject to customary closing conditions.
Additional
details and support documents about the Merger have been provided in a Form 6-K filed by Brüush with the Securities and Exchange
Commission (“SEC”) publicly available at www.sec.gov.
About
Arrive Technology Inc.
Headquartered
in Indianapolis, Indiana, Arrive (formerly Dronedek) is a technology company focused on facilitating the last inch of the last-mile for
autonomous delivery. Founded by serial entrepreneur Dan O’Toole, Arrive’s smart Mailbox-as-a-Service (MaaS) platform makes
the exchange of goods between people, robots and drones frictionless through the use of artificial intelligence (“AI”). Arrive’s
patented smart mailbox system leverages climate-assisted cargo space, smart alerts and advanced chain of custody controls to secure the
last inch of the last-mile for all shippers, delivery services and autonomous delivery networks. Arrive’s solutions are critically
and uniquely positioned in the supply chain to leverage its unique data assets for artificial intelligence to provide users with machine-learning
based insights that can aid businesses and consumers to lower logistical costs and capture new growth opportunities, among other benefits.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws. Such statements are based upon current
plans, estimates and expectations of the management of Brüush and Arrive in light of historical results and trends, current conditions
and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially
from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates
and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,”
“believe,” “may,” “will,” “should,” “plan,” “could,” “continue,”
“target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,”
“possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance
used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other
than historical facts, including statements regarding the expected timing of the closing of the merger; the ability of the parties to
complete the proposed transaction considering the various closing conditions of the merger; the expected benefits of the merger; the
competitive ability and position of the company after the transaction contemplated; and any assumptions underlying any of the foregoing,
are forward-looking statements. Additional factors that may affect the future results of Brüush are set forth in its filings with
the United States Securities and Exchange Commission, including Brüush’s most recently filed Annual Report on Form 20-F, current
reports on Form 6-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties
described above and in the SEC filings are not exclusive and further information concerning Brüush and Arrive and their respective
businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating
results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements
and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in
other documents that Brüush and Arrive files from time to time with the SEC. The forward-looking statements in this release speak
only as of the date of this release. Except as required by law, Brüush and Arrive assume no obligation to update or revise these
forward-looking statements for any reason, even if new information becomes available in the future.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Investor
Relations Contact
Colette
Eymontt
colette@tradigitalir.com
Media
Relations Contact
Cheryl
Reed
cheryl@dronedek.com
Sources:
Bruush Oral Care Inc. and Arrive Technology Inc.
Bruush Oral Care (NASDAQ:BRSH)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Bruush Oral Care (NASDAQ:BRSH)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024