As filed with the Securities and Exchange Commission on March 1, 2023

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Odd Burger Corporation
(Exact name of Registrant as specified in its charter)

James McInnes
Odd Burger Corporation

505 Consortium Court

London, ON

N6E 2S8
+1-800-286-2145
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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

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

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

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

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

Emerging growth company x

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

†        The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 2,108,963 Common Units, Each Consisting of a Common Share and a Warrant to Purchase Once Common Share

Up to 2,108,963 Pre-funded Units, Each Consisting of a Pre-funded Warrant to Purchase One Common Share and a Warrant to Purchase One Common Share

Odd Burger Corporation

This is the initial public offering (“IPO”) of securities of Odd Burger Corporation, a British Columbia corporation, in the United States. We are offering 2,108,963 common units (each a “common unit”). Each common unit consists of one common share, no par value per share (a “common share”) and one warrant (each a “warrant”) to purchase one common share to be sold together on a one for one basis in a firm commitment public offering at an assumed public offering price of US$5.69 per common unit. We have estimated the offering price range for the offering between US$5.44 and US$5.94 per common share and accompanying warrant, and the assumed offering price is the midpoint of this range. Each warrant will entitle the holder to purchase one common share at an exercise price of US$      per share, equal to 125% of the public offering price of one common unit. The warrants are exercisable immediately and expire five years from the date of issuance.

A holder will not have the right to exercise any portion of a warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder prior to issuance, 9.99%) of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants (the "Warrant Exercise Limitation"). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days' prior notice from the holder to us.

We are also offering to those purchasers, if any, whose purchase of common units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each a “pre-funded unit”) in lieu of common units. We are offering a maximum of 2,108,963 pre-funded units. Each pre-funded unit will consist of one pre-funded warrant to purchase one common share at an exercise price of US$0.01 per share (each a “pre-funded warrant”) and one warrant. The purchase price of each pre-funded unit is equal to the price per common unit being sold to the public in this offering, minus US$0.01. The pre-funded warrants will be immediately exercisable and may be exercised at any time and are subject to the Warrant Exercise Limitation. Neither company insiders nor company affiliates have indicated an intention to purchase pre-funded units.

For each pre-funded unit we sell, the number of common units we are offering will be decreased on a one-for-one basis up to 2,108,963 common units and pre-funded units will not be certificated. The common shares included in the common units or pre-funded units, as the case may be, and the warrants included in the common units or the pre-funded units, can only be purchased together in this offering, but the securities contained in the common units and pre-funded units are immediately separable and will be issued separately.

The offering also includes the common shares issuable from time to time upon exercise of the pre-funded warrants and warrants.

Although this is our IPO for securities in the United States, our common shares are listed on the TSX Venture Exchange in Toronto, Canada (“TSX Venture”) under the symbol “ODD,” and are quoted on the OTC Markets Group, Inc. OTCQB Market under the symbol “ODDAF.” We intend to apply to list our common shares and warrants on the Nasdaq Capital Market (the “Nasdaq”) under the symbols “ODDB” and “ODDBW,” respectively. No assurance can be given that our application will be approved. On February 22, 2023, the last reported sale price of our common shares on the TSX Venture was CAD$0.24 (approximately US$0.18 per common share, assuming an exchange rate of CAD$1.0 = US$0.74) and the last reported sale of our common shares on the OCTQB was US$0.16. The common share prices quoted on the TSX Venture and the OTCQB may not be indicative of the final offering price or the market price of our securities on the Nasdaq. This offering will only occur if Nasdaq approves the listing of our common shares and warrants.

In connection with our application to list our common shares and warrants on Nasdaq, we intend to effect a one for forty (1-for-40) reverse stock split of our common shares (the “Reverse Split”). All information respecting outstanding common shares and other securities of the company, including net loss per share, in the current and comparative periods presented are on a Reverse Split basis. The Reverse Split is subject to TSXV regulatory and shareholder approval (greater than 50% to be by written shareholder consent.

We have assumed a public offering price of US$5.69 per common share and accompanying warrant, the midpoint of the estimated price range for this offering. The final public offering price will be determined through negotiation between us and the representative of the underwriters in the offering and the assumed offering price used throughout this prospectus may not be indicative of the final offering price. There is no established public trading market in the United States for our securities. At present, there is a very limited public trading market for our common shares and no public trading market for our warrants. We do not expect a market for such securities to develop. The trading price of our common shares has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in “Risk Factors”.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10. Neither the Securities and Exchange Commission or any state securities commission, nor any Canadian securities commission, has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 

The offering is being conducted on a firm commitment basis. The underwriter is obligated to take and purchase all of the common units and pre-funded units offered under this prospectus if any such securities are taken.

We have granted a 45-day option to the representative of the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional 316,344 common shares, representing 15% of the common shares sold in the offering, and/or up to 316,344 pre-funded warrants, representing 15% of the pre-funded warrants sold in the offering, and/or up to 316,344 warrants, representing 15% of the warrants sold in the offering, in each case, solely to cover over-allotments, if any (the “Over-Allotment Option”). The Underwriter will not receive commissions or discounts for the exercise of the Over-Allotment Option with respect to the warrants. See “Underwriting” for more information.

If the option is exercised solely in full for common shares or pre-funded warrants, we will receive incremental proceeds of approximately US$1.67 million, after the underwriting discount of 7%, but before other expenses, and if the option is exercised solely in full for warrants, will receive total gross proceeds of approximately US$3.16.

The underwriters expect to deliver the securities against payment on or about      , 2023.

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The date of this prospectus is                   , 2023

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Table of Contents

Page

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 (the “Registration Statement”), that we filed with the Securities and Exchange Commission (the “SEC”).

You should read this prospectus and the related registration statement carefully. This prospectus and registration statement contain important information you should consider when making your investment decision. See “Where You Can Find More Information” in this prospectus.

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus.

We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have taken any action to permit a public offering of our securities or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Our financial statements are prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) issued by International Accounting Standards Board (“IASB”). Our functional currency is Canadian Dollars. Our historical results do not necessarily indicate our expected results for any future periods.

In this prospectus, unless the context otherwise requires:

Enforceability of Civil Liabilities

We are incorporated under the laws of British Columbia. Some of our directors and officers, and the experts named in this Prospectus, are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States. There can be no assurance that United States investors will be able to enforce against us, members of our Board of Directors, officers or certain experts named herein who are residents of Canada or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications, research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Where information has been sourced from third parties, this information has been accurately reproduced. As far as we are aware and are able to ascertain from information published by those third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources and we do not make any representation or warranty as to the accuracy or completeness of this information (even if we believe it to be reliable). The inclusion of these publications and third-party should also not be considered as the opinion of such third parties as to the value of the common shares and/or warrants or the advisability of investing in the common shares and/or warrants. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. See “Special Note Regarding Forward-Looking Statements.” These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties. While we believe our internal research is reliable and the definition of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source.

TRADEMARKS AND SERVICE MARKS

We own various trademark registrations and applications, and unregistered trademarks and service marks. “Odd Burger,” “Preposterous Foods,” the Odd Burger logo and other trademarks or service marks of Odd Burger Corporation appearing in this prospectus are the property of Odd Burger Corporation or its subsidiaries. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. We do not intend to use or display other companies’ trademarks and trade names to imply any relationship with, or endorsement or sponsorship of us by, any other companies.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before deciding whether to purchase our common shares and/or warrants. If any of the following risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our common shares and/or warrants could decline, and you could lose part or all of your investment. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties not presently known, which management currently deems immaterial or which are like those faced by other companies in our industry or business in general, may also impair our business operations. Please also see “Special Note Regarding Forward-Looking Statements and Other Information Contained in This Prospectus.”

Risks Related to our Business and Operations

Our business depends largely on the business and technical expertise of our senior management team and key personnel, including James McInnes and Vasiliki McInnes. If we lose the services of James McInnes, Vasiliki McInnes, or other members of our senior management team or key personnel, there may be material adverse effects on our business and results of operations.

We strongly depend on the business and technical expertise of our management team and there is ‎little possibility that this dependence will decrease in the near term. Our success will depend in large ‎measure on certain key personnel including James McInnes and Vasiliki McInnes. The loss of the ‎services of our key personnel could have a material adverse effect on our business, results of operations and prospects, as we may not be ‎able to find suitable individuals to replace them on a timely basis, or at all. The contributions of the existing ‎management team to our immediate and near term operations are likely to be of central importance.‎

Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of our ‎management. The amount of time and expertise expended on our affairs by each of our ‎management team and our directors will vary according to our needs. We do not intend to acquire ‎any key-person insurance policies and there is, therefore, a risk that the departure of any member ‎of management, our Board, or any key employee or consultant, could have a material adverse ‎effect on our future.

Additionally, the market for key personnel in the plant-based food industry is highly competitive. As a ‎result, ‎we may not be able to attract and retain key personnel with the skills and expertise necessary to ‎manage our ‎business and pursue our growth strategy.‎

Failure to protect our intellectual property could adversely affect our business.

We rely on unpatented proprietary expertise, recipes and formulations and other trade secrets to develop and ‎maintain our competitive position. Our success depends, to a significant degree, upon our ability to protect ‎and preserve our intellectual property. Our employees with access to such information are subject to ‎confidentiality provisions contained in their employment agreements which prohibit them from disclosing ‎information acquired by them during, as a consequence of or in connection with their employment. We rely ‎on these agreements to protect our intellectual property rights. Nevertheless, trade secrets are difficult to ‎protect. Although we attempt to protect our trade secrets, our confidentiality provisions may not effectively ‎prevent disclosure of our proprietary information and may not provide an adequate remedy in the event of ‎unauthorized disclosure of such information.‎

We have applied for three trademarks with both the Canadian Intellectual Property Office and the U.S. Patent ‎and ‎Trademark Office. These marks include Globally Local, Preposterous Foods and Odd Burger. Our ‎Globally Local trademark registration ‎was filed nearly two years ago, however, an objection was raised in ‎Canada. We do not plan on challenging this objection as we are no longer ‎using the Globally Local brand. The U.S. Patent and Trademark Office objected to our trademark ‎registration for Globally Local ‎and, we also plan on abandoning this mark. Preposterous ‎Foods and Odd ‎Burger are both newly filed trademarks. Our marks can be challenged during the consideration of ‎the ‎registration which can take up to 24 months to determine. The U.S. Patent and Trademark Office have ‎approved the Odd Burger mark, however we now must show use of the mark before a registered mark ‎will be issued. We plan on applying for an extension or demonstrating usage. Preposterous Foods has ‎been challenged by the examiner due to confusion with other marks, however we feel that the objections ‎can be overcome as our use is unique from other marks with the same name. We have not yet had a ‎response on our marks from the Canadian Intellectual Property Office.

Failure to protect our trademark ‎rights could prevent us in the future from challenging third parties who use names and logos similar ‎to our trademarks, which may in turn cause consumer confusion or negatively affect consumers’ ‎perception of our brand and products. In addition, if we do not keep our trade secrets confidential, ‎others may produce products with our recipes or formulations. Moreover, intellectual property ‎disputes and proceedings may be protracted with no certainty of success, and an adverse outcome ‎could subject us to liabilities, force us to cease use of certain trademarks or other intellectual ‎property or force us to enter into licenses with others. Any one of these occurrences may have a ‎material adverse effect on our business, results of operations and financial condition.‎

We have experienced net losses since incorporation.

We anticipate that our operating expenses and ‎capital expenditures will increase substantially in the foreseeable future as we continue to invest to ‎increase the number of restaurant locations, retail products, supplier and distributor networks, ‎invest in production and distribution facilities, in particular, the London, ON facility, hire additional ‎employees and enhance our production capabilities. Our expansion efforts may prove more ‎expensive than anticipated, and we may not succeed in increasing sales and margins sufficiently to ‎offset the anticipated higher expenses. We incur expenses in developing our products, obtaining ‎and storing ingredients and other products and marketing the products we offer. In addition, many ‎of our expenses, including the costs associated with our existing or any proposed future ‎production/distribution facilities, are fixed. Accordingly, we may not be able to achieve or sustain ‎profitability, and we may incur significant losses for the foreseeable future.‎

We have had negative cash flows from operations and if we are not able to obtain further ‎financing, our business operations may fail.

We had negative cash flow from operating activities of for the fiscal year ended September 30, 2021. We anticipate that we will require ‎additional financing while we operate and expand our new business. Consequently, the net ‎proceeds from sales of securities may be used to fund anticipated negative cash flow from ‎operating activities in future periods. There can be no assurance that any financing will be available ‎to us or, even if it is, if it will be offered on terms and conditions acceptable to us. Our inability to ‎obtain additional financing in a sufficient amount when needed and upon terms and conditions ‎acceptable to us could have a material adverse effect upon us. If additional funds are raised by ‎issuing equity securities dilution to existing or future shareholders will result. If adequate funds are ‎not available on acceptable terms when needed we may be required to delay, scale back or ‎eliminate the expansion of our business.‎

Fluctuations in foreign currency exchange rates may impact our business.

Our functional currency is Canadian dollars. However, as Odd Burger is expanding into the U.S., we are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities. While many of these risks offset each other with our operations, we still have net exposure to foreign currency fluctuations, particularly in regard to the Canadian dollar. We generally do not pursue instruments to hedge certain foreign currency risks and we are not protected against foreign currency fluctuations. As a result, Odd Burger’s reported earnings may be affected by changes in foreign currency exchange rates. Moreover, any favorable impacts on profit margins or financial results from fluctuations in foreign currency exchange rates are likely to be unsustainable over time.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results and financial condition.

The industry we operate in is intensely competitive and we face competition from numerous brands ‎that produce plant-based protein products including small and large independent companies as well ‎as large-scale manufacturers. We also face intense competition in the fast food industry with many ‎large and established players who have many more store locations and much larger marketing ‎budgets. Many of these competitors have substantial financial backing and established brand ‎reputation. Competition is based on product availability, product quality, speed of service, price, ‎effective promotions, and the ability to target changing consumer preferences. Failure to compete ‎against other similar companies could have a material adverse effect on our business, financial ‎condition and results of operations.‎

We also face competition from companies outside of the plant-based food industry. Specifically, competitors that offer similar products that focus on health, wellness and sustainability may be used as substitutes for the Company’s products and impact current and future customers. Any potential trends that increase the demand of alternative health-based products could also have a negative effect on the Company’s current and future operations.

Failure to manage our production capacity may result in adverse effects on our Company’s expansion initiatives.

The Company intends to build a new 50,000 square foot manufacturing facility to supply franchisees with food needed to operate their restaurants. Failure or delays in opening the new manufacturing facility could result in adverse effects on franchisees ability to operate their restaurants and could have an adverse effect on the company’s expansion initiatives. The Company intends to use current manufacturing facilities while the new facility is being constructed, however there is a risk that current facilities will not meet demand from franchisees. If demand is maximized at the current facility, the Company may look expanding its current facility, however there is a risk that the Company will be unable to expand in an effective way or the timing of such expansion may not match up with demand. Failure to supply franchisees with food could have adverse effects on the Company’s current and future operations and could have a negative effect on the Company’s common share price.

Our business experienced, and may again experience, an adverse impact from the ongoing COVID-19 pandemic as new variants of COVID-19 continue to emerge and spread.

In March 2020, the World Health Organization characterized a novel ‎strain of the coronavirus, known as COVID-19, as a pandemic. The COVID-19 pandemic has, and likely will continue to, adversely affect the business of Odd Burger, its ‎financial condition and results of operations. The global spread and unprecedented impact of COVID-19 continues to create significant volatility, ‎‎uncertainty and economic disruption. COVID-19 has led governments and other authorities around the ‎world ‎to implement significant measures intended to control the spread of the virus, including social ‎distancing ‎measures, business closures or restrictions on operations, quarantines and travel bans. While ‎some of these ‎restrictions have been lifted or eased in many jurisdictions as the rates of COVID-19 ‎infections have ‎decreased or stabilized, a resurgence of COVID-19 and the discovery of various new ‎COVID-19 variants in ‎some markets has slowed, halted or reversed the reopening process altogether. ‎While the rollout of COVID-‎‎19 vaccines is currently underway in Canada and in the U.S., there is significant uncertainty relating to the number of doses required to protect against the virus and declines in the public’s perception of the safety of the vaccines and their willingness to take the vaccines.

The specific impacts that we may experience as a result of COVID-19 include disruptions to our ‎operations ‎and lost revenue if a significant number of our employees are asked to self-isolate and are ‎unable to work or ‎if we are required to temporarily suspend production as a result of an outbreak of ‎COVID-19. We could ‎also be negatively affected if our suppliers, distributors, ‎logistics providers or equipment vendors ‎experience disruptions within their operations.‎

The COVID-19 pandemic and related containment measures have already ‎caused a global economic downturn and it is likely that the current outbreak and continued spread of COVID-19 ‎will cause a global recession. We are unable to predict the extent and duration of any such downturn or recession or ‎the ultimate impact of the pandemic on the business of Odd Burger and the Company due to various ‎uncertainties, such as the duration and severity of the outbreak, actions that may be taken by governmental ‎authorities, businesses and individuals in response to the pandemic, and the effect on our customers. While ‎COVID-19 and related containment measures had limited impact on Odd Burger’s business as at the date ‎hereof, the impact of the pandemic on its business and the business of the Company in the future could be ‎material. While Odd Burger has implemented measures and plans designed to mitigate the effects of the ‎COVID-19 pandemic which have been effective to date, these efforts may prove to be inadequate with future variants or government measures.‎

Overall, the ongoing effects of COVID-19 could have a material adverse impact on our business, results ‎of ‎operations, financial condition, and cash flows and may adversely impact the price of our Common ‎Shares.‎

Errors, defects or disruptions at our facilities may diminish demand, adversely impact our financial results and subject us to liability.

Currently, all of our products are manufactured at our London, Ontario, Canada production facility. A natural ‎disaster, fire, power interruption, work stoppage or other calamity at this facility, or at any future ‎facility at which we produce our products, would significantly disrupt our ability to deliver our products and operate ‎our business. If any material items of our machinery or inventory were damaged, we would be ‎unable to meet our contractual obligations and cannot predict when, if at all, we could replace or ‎repair such machinery, which could materially adversely affect our business, financial condition ‎and results of operations. Similarly, if disruptions to the operations at our restaurant locations ‎require us to shut down any of these locations for any reason, including as a result of fire, ‎earthquake, other natural disaster, civil disruption or a health crisis such as the current COVID-19 ‎outbreak, this could cause significant disruption and expense to our business and operations and ‎could have an adverse effect on our business.‎

Consumers’ confidence in and real or perceived quality of our products may affect our business.

We believe our consumers rely on us to provide them with high-quality plant-based products. Therefore, ‎real ‎or perceived quality or food safety concerns or failures to comply with applicable food regulations and ‎‎requirements, whether or not ultimately based on fact and whether or not involving us (such as incidents ‎‎involving our competitors), could cause negative publicity and reduced confidence in our Company, brand ‎or ‎products, or the industry as a whole, which could in turn harm our reputation and sales, and could ‎materially ‎adversely affect our business, financial condition and operating results. Although we believe we ‎have a ‎rigorous quality control process, there can be no assurance that our products will always comply ‎with the ‎standards set for our products, and although we strive to keep our products free of pathogenic ‎organisms, ‎they may not be easily detected and cross-contamination can occur.‎

We have no control over our products once purchased by consumers or franchise partners. Accordingly, consumers or franchise partners may ‎prepare ‎our products in a manner that is inconsistent with our directions or store our products for long ‎periods of ‎time, which may adversely affect the quality and safety of our products. If consumers do not ‎perceive our ‎products to be safe or of high quality, then the value of our brand would be diminished, and ‎our business, ‎results of operations and financial condition would be adversely affected.‎

Any loss of confidence on the part of consumers in the ingredients used in our products or in the safety ‎and ‎quality of our products would be difficult and costly to overcome. Any such adverse effect could be ‎‎exacerbated by our position in the market as a purveyor of high-quality plant-based protein products and ‎‎may significantly reduce our brand value. Issues regarding the safety of any of our products, regardless ‎of ‎the cause, may have a substantial and adverse effect on our brand, reputation and operating results.‎

Recalls of our product may result in significant losses.

Food producers are sometimes subject to the recall or return of their products for a variety of reasons, ‎‎including product defects, such as contamination, unintended harmful side effects or interactions with ‎other ‎substances, packaging safety and inadequate or inaccurate labeling disclosure. We could be ‎required to ‎recall certain or a large portion of our products, including in the event of contamination or ‎adverse test ‎results or as a precautionary measure. There is also a risk that not all of the product subject ‎to the recall will ‎be properly identified, or that the recall will not be successful or not be enacted in a timely ‎manner. A ‎product recall could result in significant losses due to its costs, destruction of product ‎inventory and lost ‎sales due to the unavailability of the product or potential loss of current or new ‎customers as a result of an ‎adverse impact on our reputation.

Cost of raw materials are volatile and can increase our cost of sales.

The cost of a key ingredient for the Company (such as vital Wheat Gluten) has gone up tremendously due to global supply ‎shortage. We do not know when this shortage will improve and this could negatively impact our profit ‎margins.‎ To date, supply chain disruptions have not materially affected our results of operations or financial condition, including our outlook, business goals, restaurant operations or our ability to produce food. However, there is no assurance that such supply chain disruptions will not materially affect our results of operations or financial condition, including our outlook, business goals, restaurant operations or our ability to produce food in the future.

Costs of the ingredients and packaging for our products are volatile and can fluctuate due to ‎conditions that are difficult to predict, including global competition for resources, weather ‎conditions, consumer demand and changes in governmental trade and agricultural programs. ‎We mitigate supply chain risks primarily by working with multiple suppliers that overlap in the supply of our key raw ingredients. This allows us to switch suppliers as needed if one of our suppliers were to terminate their relationship with us or not be able to supply a key raw ingredient. Furthermore, we have the ability to reformulate products at our manufacturing facility as needed or utilize other existing plant-based products on the market as a temporary solution to supply chain disruptions. Nevertheless, volatility in the prices of raw materials and other supplies we purchase could increase our cost of ‎sales and reduce our profitability. Moreover, we may not be able to implement product price ‎increases to cover any increased costs, or any price increases implemented may result in lower sales ‎volumes. If we are not successful in managing our ingredient and packaging costs, and unable to increase our prices to cover increased costs or if such price increases reduce sales volumes, then such increases in costs will adversely affect our ‎business, results of operations and financial condition.

Changes in consumer trends could materially and adversely affect our business.

Our business is focused on the development, manufacture, marketing and distribution of branded ‎plant-based products as alternatives to meat-based protein products as well as vegan fast food ‎restaurant operations as alternatives to traditional fast food establishments. Consumer demand ‎could change based on a number of possible factors, including dietary habits and nutritional values, ‎concerns regarding the health effects of ingredients and shifts in preference for various product ‎attributes. If consumer demand for our products decreases, our business and financial condition ‎would suffer. In addition, sales of plant-based protein or meat-alternative products are subject to ‎evolving consumer preferences that we may not be able to accurately predict or respond to. ‎Consumer trends could change based on a number of possible factors, including economic factors ‎and social trends. A significant shift in consumer demand away from our products could reduce ‎sales, which would harm our business and financial condition.‎

Our failure to manage our supply chain property could have a material adverse effect on our business, financial condition ‎and results of operations.

Insufficient or delayed supply of products threaten our ability to meet customer demands while ‎over capacity threatens our ability to generate profit. Accordingly, any failure by us to properly ‎manage our supply chain could have a material adverse effect on our business, financial condition ‎and results of operations. We do not currently have written supply agreements with our suppliers. Because of the absence of such contracts, any of such suppliers could seek to alter or terminate its ‎relationship with us at any time, which could result in disruption in our supply chain.‎

Extreme or unusual weather conditions, earthquakes, fires, floods and other natural disasters or acts of God could have a material adverse effect on our business results.

A number of the ingredients in our products such as legumes and vital wheat gluten derived from ‎wheat flour are vulnerable to adverse weather conditions and natural disasters, such as floods, ‎droughts, frosts, earthquakes, hurricanes and pestilence. Adverse weather conditions and natural ‎disasters can lower crop yields and reduce crop size and quality which, in turn, could reduce the ‎available supply of, or increase the price of quality ingredients. Moreover, we strive to use locally ‎sourced ingredients which are more limited in supply than conventional product ingredients. We ‎also compete with other food producers in the procurement of ingredients, and as consumer ‎demand for plant-based protein products increases, this competition may increase. If supplies of ‎quality ingredients are reduced or there is greater demand for such ingredients, we may not be able ‎to obtain sufficient supply on favourable terms, or at all, which could impact our ability to supply ‎products to distributors and retailers and may adversely affect our business, results of operations ‎and financial condition.‎

As discussed earlier, the cost of Wheat Gluten has gone up tremendously due to global supply ‎shortage. We do not know when this shortage will improve and this could negatively impact our profit ‎margins.‎

Any failure by us to properly price our products could ‎have ‎a material adverse effect on the Odd Burger’s financial condition and results of operations.

We do not have the history with pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers. Our success is dependent, in part, on our ability to make pricing decisions regarding our products that, ‎on ‎one hand encourage consumers to buy, yet on the other hand recoup development and other costs ‎‎associated with those products. Products that are priced too high will not sell and products priced too low ‎‎will not generate an adequate return. Accordingly, any failure by us to properly price our products could ‎have ‎a material adverse effect on the Odd Burger’s financial condition and results of operations.‎

We have experienced rapid growth recently, which may not be sustainable.

We have grown rapidly since inception and since completing our IPO, which places significant demands ‎on ‎our management, financial, operational and other resources. The anticipated growth and expansion of ‎our business and our product offerings will continue to place considerable demands on our management ‎and ‎operations teams and will require substantial resources to meet our needs, which may not be ‎available in a ‎cost-effective manner, or at all. As we move forward, we expect our growth to bring new ‎challenges and ‎complexities that we have not faced before. We cannot anticipate all the demands that ‎expanding operations ‎would impose on our business, and our failure to appropriately address these ‎demands could have an ‎adverse effect on us. If we do not effectively manage our growth, we may not be ‎able to execute on our ‎business plan, respond to competitive pressures, take advantage of market ‎opportunities, satisfy customer ‎requirements or maintain high-quality product offerings, any of which ‎could harm our business, brand, results ‎of operations and financial condition.‎

The success of our growth strategy is dependent on, among other things, our ability to expand production ‎‎through added capacity, drive revenue growth through increased sales across our distribution network, ‎raise ‎brand awareness, innovate, diversify our product portfolio, effectively integrate newly acquired ‎businesses ‎as well as other factors which are beyond our control, including general economic conditions.‎

If we fail to execute any one or more of these initiatives or fail to fully realize the benefits expected to ‎result ‎from these initiatives, our results of operations could be materially adversely impacted, and the ‎price of our ‎Common Shares could decline.‎

We are reliant on third parties for payment processing.

We rely on third party payment processors for all in store debit and credit transactions at our ‎ restaurant locations. These payment processors may change their rates, may change their ‎technology or may have a disruption in their services that could adversely affect our ‎business. Furthermore, we rely on these payment processors for secure processing and any ‎breaches in their security could affect our brand or reputation. Any issues with our payment ‎processing may inhibit our growth, sales and profitability.‎

Union attempts to organize our employees could negatively affect our business.

None of our employees ‎are ‎currently subject to a collective bargaining agreement. As we expand our operations, unions may ‎attempt to ‎organize all or part of our employee base. Responding to such organization attempts may ‎divert the attention ‎and efforts of management and employees and may have a negative financial impact ‎on our business. The ‎maintenance of a productive and efficient labor environment and, in the event of ‎unionization of these ‎employees, and the successful negotiation of a collective bargaining agreement, ‎cannot be assured.‎

Protracted and extensive work stoppages or labor disruptions such as strikes or lockouts could have a ‎‎material adverse effect on our business, financial condition and results of operations.‎

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.

Generally accepted accounting principles and related accounting pronouncements, implementation ‎guidelines ‎and interpretations with regard to a wide range of matters that are relevant to our business, ‎including but not ‎limited to revenue recognition, impairment of assets, leases, inventory, income taxes ‎and litigation, are highly ‎complex and involve many subjective assumptions, estimates and judgments. ‎Changes in these rules or their ‎interpretation or changes in underlying assumptions, estimates or ‎judgments could significantly change our ‎reported financial performance or financial condition in ‎accordance with generally accepted accounting ‎principles.‎

Climate change, including measures to address climate change, could adversely impact our business and financial results.

There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an ‎adverse impact on global temperatures, weather patterns and the frequency and severity of extreme ‎weather and natural disasters. If such climate change has a negative effect on agricultural ‎productivity, we may be subject to decreased availability or less favorable pricing for certain ‎commodities that are necessary for our products, such as legumes or vital wheat gluten.‎

Additionally, physical risks resulting from climate change can be event-driven (acute) or long-term (chronic) shifts in ‎‎climate patterns that may have negative impacts on our business, including direct damage to assets such ‎as ‎our facilities and indirect impact to our supply chain. As climate change accelerates, its impacts are ‎‎becoming more widespread and unpredictable. The incidence and impact of severe weather-related ‎events, ‎long term changes in weather patterns that lead to extreme weather and natural disasters ‎including flooding ‎and drought, may have a negative effect on agricultural productivity, which may result ‎in decreased ‎availability or less favourable pricing for some or many of the ingredients in our products ‎such as such as ‎legumes and vegetables. Furthermore, evolving regulatory and legal frameworks to ‎tackle climate change ‎today and in the future may lead to adverse impacts to our business. These may ‎include, but are not limited ‎to, costs related to compliance, resources, and transportation.‎

Certain ‎events may materially adversely ‎impact the availability ‎of adequate insurance coverage or result in significant premium increases to us.

We maintain insurance including liability insurance, property and business interruption insurance and ‎‎directors’ and officers’ insurance, with deductibles, limits of liability and similar provisions. However, there ‎is ‎no guarantee that our insurance coverage will be sufficient, or that insurance proceeds will be paid to ‎us on a ‎timely basis. In addition, there are types of losses we may incur but against which we cannot be ‎insured or ‎which we believe are not economically reasonable to insure. If we incur these losses and they ‎are material,‎ our business, financial condition and results of operations may be adversely affected. Also, ‎certain material ‎events may result in sizable losses for the insurance industry and materially adversely ‎impact the availability ‎of adequate insurance coverage or result in significant premium increases. ‎Accordingly, we may elect to self-‎insure, accept higher deductibles or reduce the amount of coverage in ‎response to such market changes.‎

Risks Related to Certain Regulatory and Legal Matters

We are subject to a complex regulatory environment, and failure to comply with and adapt to these regulations could result in penalties or otherwise adversely impact our business.

Our operations are subject to regulation by government agencies including, among others, Health ‎Canada and the Canadian Food Inspection Agency (“CFIA”) and local public health units, and our pending U.S. operations may be subject to the U.S. Food & Drug Administration (FDA), the Federal Trade Commission (FTC), and other state and local regulations. These agencies regulate the processing, ‎packaging, storage, distribution, advertising, and labelling of our products, including food safety ‎standards as well as regulate the operations and licensing of our restaurant and manufacturing locations. Our ‎manufacturing facility, restaurant locations and products are subject to inspection by federal, ‎provincial, state, and local authorities. We strive to maintain compliance with all laws and regulations and ‎maintain all permits and licenses relating to our operations. Nevertheless, there can be no assurance ‎that we are in compliance with all such laws and regulations, have all necessary permits and ‎licenses, and will be able to comply with such laws and regulations, or obtain such permits and ‎licenses in the future including for example, license required under the Safe Food for Canadians Act (“SFCA”), food facility registration requirements under the US Federal Food, Drug and Cosmetic Act (FDCA), or state and local licensing requirements for both restaurant and manufacturing facilities. In the US, the FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to alleged false or deceptive advertising under federal, state, and foreign laws and regulations. Failure by us to comply with ‎applicable laws and regulations and permits and licenses could subject us to adverse inspectional findings or enforcement actions, civil remedies, ‎including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could ‎have a material adverse effect on our financial condition and results of operations. In addition, ‎enforcement of existing laws and regulations, changes in legal requirements and/or evolving ‎interpretations of existing regulatory requirements may result in increased compliance costs and ‎create other obligations, financial or otherwise, that could adversely affect our business, financial ‎condition or results of operations.‎

Failure to properly label our products may result in increased compliance costs and could have an adverse effect on our business.

Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the CFIA, Health Canada, FDA or U.S. Department of Agriculture (USDA), state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with plant-based protein products could adversely affect our business, prospects, results of operations or financial condition.

The CFIA, Health Canada, FDA, USDA, state regulators or similar foreign regulatory authorities, such as authorities of the UK, the EU or the EU member states, could take action that impacts our ability to use the term “meat” or similar words (such as “beef”, “burger” or “sausage”) to describe or advertise our products. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the FDA, CFIA, EU member state authorities or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our plant-based protein products as false or misleading or likely to create an erroneous impression regarding their composition.

In recent years a number of plant-based meat and dairy alternative companies have been the ‎subject of CFIA investigations relating to the use of words such as dairy and meat in connection ‎with plant-based products. In certain instances the matter was resolved through the use of a ‎hyphenated modifier such as “plant-based” or “dairy-free” but in others, revisions to the labeling of ‎products was required in order to distinguish the products at issue from the conventional ‎understanding of meat and cheese products. The U.S. market also presents potential risk of governmental scrutiny, including regulation at the state level. For example, in 2018, the state of Missouri passed a law prohibiting any person engaged in advertising, offering for sale, or sale of food products from misrepresenting a product as meat that is not derived from harvested production livestock or poultry. The state of Missouri Department of Agriculture has clarified its interpretation that products which include prominent disclosure that the product is “made from plants,” or comparable disclosure such as through the use of the phrase “plant-based,” are not misrepresented under the Missouri law. Additional states, including Mississippi and Oklahoma, have passed similar laws, and legislation that would impose additional requirements on plant-based meat products is currently pending in a number of other states.

While we employ the use of clear modifiers or ‎different spelling to distinguish our products from the conventional understanding of meat ‎products, we also market certain products under names commonly associated with animal-based ‎meat products and employ the word “meat” as a general descriptor in relation to our plant-based ‎product portfolio including on our labels and more generally on our website and social media. ‎While we currently believe that our product labels and marketing materials are not misleading or ‎deceptive, there is a risk that regulatory authorities will take up enforcement action against our Company. Should regulatory authorities take action with respect to the use of the term “meat” or similar terms, such that we are unable to use those terms with respect to our plant-based products, we could be subject to enforcement action or recall of our products marketed with these terms, we may be required to modify our marketing strategy, or required to identify our products as “imitation” in our product labels, and our business, prospects, results of operations or financial condition could be adversely affected. Competitors may also try to bring legal action against us. Any ‎such review could divert resources from our management and result in increased compliance costs ‎and could have an adverse effect on our business.‎

Food safety and food-borne illness incidents or advertising or product mislabeling may adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing operating costs and reducing demand for product offerings.

Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regarding food safety. Our internal processes, training and quality control and food safety procedures and compliance may not be effective in preventing contamination of food products that could lead to food-borne illness incidents (such as e. coli, salmonella or listeria). Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell or manufacture, or involving our suppliers, could result in the discontinuance of sales of these products or our relationships with our suppliers, increased operating costs, regulatory enforcement actions or harm to our reputation. If consumers lose confidence in the safety and quality of our products or plant-based products generally, even in the absence of a recall or a product liability case, our business, financial condition and results of operations could be materially and adversely affected. Shipment of adulterated or mislabeled products, even if inadvertent, can result in criminal or civil liability. These incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce our capital resources.

The occurrence of food-borne illnesses or other food safety incidents, whether real or perceived, could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by us, could compel us, our suppliers and our customers, depending on the circumstances, to conduct a recall in accordance with CFIA or FDA regulations, comparable state and locality laws, or international laws. If we are found to be out of compliance with respect to food safety regulations, an enforcement authority could issue a warning letter and/or institute enforcement actions that could result in additional costs, substantial delays in production or even a temporary shutdown in manufacturing and product sales while the non-conformances are rectified. Also, we may have to recall the product or otherwise remove the product from the market, and temporarily cease our manufacturing and distribution process, which would increase our costs and reduce our revenues. Food recalls could result in significant losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time, potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any product liability claims resulting from the failure to comply with applicable laws and regulations would be expensive to defend and could result in substantial damage awards against us or harm our reputation. Any of these events would negatively impact our revenues and costs of operations.

In addition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering, and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. Recently issued FDA regulations require companies like us to analyze, prepare and implement mitigation strategies specifically to address tampering (i.e., intentional adulteration) designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of intentional adulteration, we could face possible seizure or recall of its products and the imposition of civil or criminal sanctions, which could adversely affect our business, financial condition and operating results.

Further, if we are forced, or voluntarily elect, to recall certain products, the public perception of the quality of our food products may be diminished. We may also be adversely affected by news reports or other negative publicity, regardless of their accuracy, regarding other aspects of our business, such as public health concerns, illness, safety, security breaches of confidential consumer or employee information, employee related claims relating to alleged employment discrimination, health care and benefit issues or government or industry findings concerning our retailers, distributors, suppliers or others across the food industry supply chain.

We store and process personal data of our employees, suppliers and customers. If the security of this information is compromised or otherwise subjected to unauthorized access, our Company’s reputation may be harmed and the Company may be exposed to liability.

A compromise of our security systems that results in our customers’ or suppliers’ information, or ‎confidential information about our employees or our business being obtained by unauthorized ‎persons or a breach of information security laws and regulations could adversely affect our ‎reputation, financial condition and results of operations, and could result in litigation against us or ‎the imposition of penalties. In addition, a security breach could require that we expend significant ‎additional resources related to remediation, including changes in the information security systems, ‎and could result in a disruption of our operations.‎

Adverse litigation judgments or settlements resulting from legal or arbitral proceedings in which we may be involved could expose us to monetary damages, equitable restraints or limit our ability to operate our business.

We may become party to litigation from time to time in the ordinary course of business which ‎could adversely affect our business. Should any litigation in which we become involved be ‎determined against us, such a decision could adversely affect our ability to continue operating, and ‎could affect the market price for the Common Shares, and could use significant resources. Even if ‎we are successful in any litigation, litigation can redirect significant resources and may also create a ‎negative perception of our brand.‎

Additionally, the nature of our relationship with our franchise partners may give rise to disputes or litigation. We may also engage in future litigation to enforce the terms of our franchise agreements and compliance with our brand standards and customer experience standards. Engaging in such litigation may be costly and time-consuming and may distract management and materially adversely affect our relationships with our franchise partners or potential franchise partners and our ability to attract new franchise partners. Litigation could also damage our reputation and brand.

Risks Related to our Strategy and Brand

If we fail to maintain and enhance our brand, our business, results of operations and prospects may be materially and adversely affected.

Our success largely depends on our ability to maintain and grow the value of the Odd Burger, ‎Odd Burger Food Services and the Odd Burger brands. Maintaining, promoting and positioning our brands ‎and reputation will depend on, among other factors, the success of our product offerings, food ‎safety, quality assurance, marketing and merchandising efforts and our ability to provide a ‎consistent, high-quality customer experience. Brand value is based on perceptions of subjective ‎qualities, and any incident that erodes the loyalty of customers or suppliers, including adverse ‎publicity or a governmental investigation or litigation, could significantly reduce the value of our ‎brand and adversely affect our business, results of operations and financial condition.‎

Failure to effectively develop and expand the Company’s marketing, sales, customer service, and content management capabilities could harm its ability to increase the Company’s customer base and achieve broader market acceptance of the Company’s products.

We believe that our brand image has contributed significantly to the success of our business to date and ‎‎that maintaining, promoting and positioning our brand image and increasing brand awareness is ‎important to ‎maintaining and expanding our customer base. Maintaining and enhancing our current brand ‎image and ‎awareness or any future brands we develop or acquire will require us to make investments in ‎areas such as ‎public relations and marketing. These investments, including digital marketing campaigns ‎and organic social ‎media through influencer engagement, may be substantial, and our efforts may not ‎ultimately be successful. ‎If our current marketing efforts are not successful, there may be no immediately ‎available or cost effective ‎alternative means to build or maintain brand awareness, which could negatively ‎impact our business, financial ‎condition and results of operations.‎

Our brand image and reputation may be impacted by actions taken by our employees, product attributes ‎‎‎(including food safety and quality assurance issues that may result in recalls) and negative commentary ‎or ‎reviews. Real or perceived quality or food safety concerns or failures to comply with applicable food ‎‎regulations and requirements, whether or not ultimately based on fact and whether or not involving us or ‎‎incidents involving our competitors, could cause negative publicity and reduced confidence in us and our ‎‎products, which could cause harm to our brand, reputation and sales, and could materially adversely ‎affect ‎our business, financial condition and results of operations.‎

In addition, as we aim to increase our influencer relationships to promote our brand and products to targeted ‎‎consumer groups, if one of our influencers promotes our brand in a negative way or does not adhere to ‎‎applicable guidelines required by law, this may negatively impact our brand and reputation. Widespread ‎use ‎and access to social media campaigns and viral messaging or imagery could significantly broaden ‎the ‎scope and impact of any such events or circumstances. Consumers may act on information ‎conveyed ‎through social media without further investigation and without regard to its accuracy. The harm ‎to our brand ‎may be immediate without affording us an opportunity for redress or correction, and there ‎can be no ‎assurances that we will respond in an appropriate or timely manner. Brand value is based on ‎perceptions of ‎subjective qualities, and any incident that erodes the loyalty of consumers, including ‎adverse publicity, ‎governmental investigation or litigation, could significantly reduce the value of our brand ‎and adversely ‎affect our business, results of operations and financial condition.‎

Changes to internet ‎search engine algorithms or social media algorithms may adversely affect our business.

In order to attract new customers and retain existing customers, it is important that Odd Burger’s ‎brands show up prominently in internet search results and social media pages. Changes to internet ‎search engine algorithms or social media algorithms or any changes in terms of service could cause ‎our website or social media pages to appear less prominently in search results and may require ‎additional funds or effort in order to achieve the same exposure.‎

We are heavily reliant on delivery platforms as a main sales channel for our restaurant ‎locations.

The majority of our total sales at our restaurant locations are placed through third party delivery ‎partners such as Doordash. These platforms provide technology whereby customers place orders ‎for pickup or delivery through an app or website. We are therefore heavily reliant on the ‎technology from these third party delivery platforms as a main sales channel for our restaurant ‎locations. Furthermore, the delivery platforms provide delivery zones around each restaurant ‎location that are defined and set by them. The radius around each restaurant location can vary in ‎size and can change dynamically and without notice. We make every effort to position our ‎ restaurants based on a radius range provided by our delivery partner, however, this radius can ‎change drastically and may result in our locations being less suitable than we had originally ‎believed them to be. This may result in certain customers not receiving delivery service from us and ‎may negatively affect our brand and performance from a given restaurant location. Any disruption ‎in service from our delivery partners or any changes in their delivery algorithms could negatively ‎affect our sales and profits.‎

Consumers’ real or perceived quality or food safety concerns may cause materially adverse effect on our business.

Real or perceived quality or food safety concerns or failures to comply with applicable food ‎regulations and requirements, whether or not ultimately based on fact and whether or not involving ‎us or incidents involving our competitors, could cause negative publicity and reduced confidence in ‎us and our products, which could cause harm to our brand, reputation and sales, and could ‎materially adversely affect our business, financial condition and results of operations. The growing ‎use of social and digital media increases the speed and extent that information or misinformation ‎and opinions can be shared. Negative publicity about us, our brand or products on social or digital ‎media could seriously damage our reputation. Without a favorable perception of our brand and ‎products, our sales and profits could be negatively impacted.‎

We face risks associated with leasing our commercial and retail space.

We do not own any real estate. Instead, we lease our production and restaurant ‎locations. Accordingly, we are subject to all of the risks associated with leasing, occupying and ‎making tenant improvements to real property, including adverse demographic and competitive ‎changes affecting the location of the property and changes in availability of and contractual terms ‎for leasable commercial and retail space. Changes in areas around our restaurant locations that ‎result in reductions in customer foot traffic or otherwise render the location unsuitable or altogether ‎unavailable due to unforeseen or extraordinary circumstances including as a result of the COVID-‎‎19 pandemic, road construction or shifts in demographics could result in lower sales volumes and ‎adversely affect our business, results of operation, and financial condition.‎

Failure to develop and innovate new products may inhibit our growth, sales and profitability.

Our growth in part depends on our ability to develop and market new products and improvements ‎to our existing products that appeal to consumer preferences. The success of our innovation and ‎product development efforts is affected by our ability to anticipate changes in consumer ‎preferences, the technical capability of our production team in developing and testing product ‎prototypes, including complying with applicable governmental regulations, the success of our ‎management and sales and marketing team in introducing and marketing new products and positive ‎acceptance by consumers. Failure to develop and successfully market and sell new products, ‎including gluten-free, soy-free and other products we are currently working to develop may inhibit ‎our growth, sales and profitability.‎

If we fail to maintain and improve the quality of our product, we may not be able to attract and retain customers.

Our success, and our ability to increase revenue and operate profitably depends, in part, on our ‎ability to acquire new customers and retain existing customers, so that they continue to purchase the ‎Company’s products and visit our restaurants. We may fail to acquire or retain customers across our ‎distribution channels due to negative value and quality perceptions, a lack of new and relevant ‎products or a failure to deliver customers’ orders in a timely manner.‎

Failure ‎to abide by our own corporate policies may adversely affect our brand.

We have set certain social responsibilities for our brand and our staff, including a workplace free ‎of harassment and discrimination as well as a mission to give back to our community. Any failures ‎to abide by our corporate policies may adversely affect our brand. Issues resulting from racism, ‎discrimination, harassment or other failures in our social responsibility may result in litigation, ‎negative perceptions cast about our organization on social media and overall damage to our ‎reputation. Failures to uphold our social responsibilities could result in lower sales volumes and ‎adversely affect our business, results of operation, and financial condition.‎

We may have exposure to additional tax liabilities.

Depending on the global expansion, Odd Burger may operate and be subject to income taxes and other forms of taxation in multiple tax jurisdictions. Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and may be impacted by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. We may have greater than anticipated exposure to tax liabilities or expenses.

Our success, in part, depends on attracting and retaining franchise partnerships and relationships.

The opening of additional franchised locations of Odd Burger depends, in part, upon the availability of prospective franchise partners. We may not be able to identify, recruit or contract with suitable franchise partners in our target markets on a timely basis or at all. Additionally, franchise partners may not be able to access the financial or management resources that they need to operate the business. The ongoing COVID-19 pandemic and the events and circumstances resulting from the pandemic may result in a negative impact on our ability to identify, recruit or contract with suitable franchise partners in the target markets. If we are unable to recruit suitable franchise partners or if franchise partners are unable or unwilling to open new locations as planned, our growth may be slower than anticipated, or cease, which could materially adversely affect our ability to increase our revenue and business.

Additionally, our success, in part, is dependent on our relationships with our franchise partners. There can be no assurances that we will be able to maintain positive relationships with all of our franchise partners. Further, there can be no assurances that franchisees will not organize together to lobby Odd Burger. Adverse publicity resulting from such activities may affect our brand and reputation.

Failure to collect franchisee fees may materially adversely affect our revenue.

Our financial performance is dependent, in part, on our franchisee’s ability to generate revenue and to pay franchise fees and royalties. Additionally, locations opened by franchise partners may not be profitable initially, and may adversely impact the profitability of Odd Burger and our ability to collect payments due under franchise agreements. The financial performance and ability to pay franchisee fees under the franchise agreements of Odd Burger’s franchisees could have a material adverse effect on the revenue and cash flow of Odd Burger.

We have limited experience managing a company outside of Canada.

Our future growth depends, in part, on our expansion efforts outside of Canada. We have limited ‎operating ‎experience outside of Canada including with respect to regulatory environments and market ‎practices and ‎cannot guarantee that we will be able to penetrate or successfully operate in any market ‎outside of Canada. ‎In connection with any future expansion efforts outside of Canada, and in particular ‎in the U.S., we would expect to encounter additional obstacles, including increased costs ‎and expenses ‎associated with international shipping, including inventory management and distribution, ‎cultural and ‎linguistic differences and differences in regulatory environments and market practices ‎including with respect ‎to food safety, manufacturing, labeling, distribution, marketing, and advertising and ‎privacy laws. Failure to successfully develop new markets outside of Canada may ‎harm our business, growth and results of operations and could cause the market ‎price of our Common ‎Shares to decline.‎

We are reliant on the performance of area representatives to secure new franchisees.

The Company plans on largely relying on area representatives to secure new franchisees, as well as assist franchisees with finding a location, completing construction, opening the restaurant and maintaining ongoing restaurant operations according to brand standards. If the area representative’s performance is poor, the Company could secure fewer franchisees than expected, may not secure locations in a timely manner, restaurant construction could be over budget or delayed, franchisees may have poor execution when they initially open their restaurants and the restaurants may not operate according to brand standards. In cases where area representative’s performance is poor, Odd Burger may have to terminate their area representative agreement, which may incur significant legal expenses and also, Odd Burger may have to take over territory development itself which will add significant operational costs. This could damage the brand’s reputation and have a significant effect on the ability of the brand to grow in that region or in other regions. Failure in performance of area representatives could have a material adverse effect on the revenue and cash flow of Odd Burger.

We face risks associated with the expiries of leases.

Expiries of leases for Odd Burger Real Estate Inc. and other properties that the Company may acquire and lease to tenants will ‎occur from time to time over the short and long-term. No assurance can be provided that the Company will ‎be able to renew any or all of the leases upon their expiration or that rental rate increases will occur or be achieved ‎upon any such renewals. The failure to renew leases or achieve rental rate increases may adversely impact the ‎Company’s financial condition and results of operations. Although certain, but not all, leases contain a ‎provision requiring tenants to maintain continuous occupancy of leased premises, there can be no assurance that ‎such tenants will continue to occupy such premises. There can be no assurance that tenants will continue their ‎activities and continue occupancy of the premises. Any cessation of occupancy by tenants may have an adverse ‎effect on the Company and could adversely impact the Company’s financial condition and results of ‎operations and decrease the amount of cash available for distribution. In addition, certain leases contain a ‎provision which gives tenants the right to terminate their leases upon payment of a penalty.‎

We may co-invest in businesses or properties through joint ventures in the future.

The Company may, in the future, co-invest in businesses or properties through joint ventures or other joint ‎equity structures. In any such joint venture, the Company would not be in a position to exercise sole decision-‎making authority regarding the properties owned through joint ventures. Investments in joint ventures may, under ‎certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint ‎venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture ‎partners may have business interests or goals that are inconsistent with the Company’s business interests or ‎goals and may be in a position to take actions contrary to the Company’s policies or objectives. Such ‎investments also have the potential risk of impasse on strategic decisions, such as a sale, because neither the ‎Company nor the joint venture partner would have full control over the joint venture. Any disputes that may ‎arise between the Company and its joint venture partners could result in litigation or arbitration that could ‎increase the Company’s expenses and distract its officers and/or directors from focusing their time and effort ‎on the Company’s business. In addition, the Company might in certain circumstances be liable for the ‎actions of its joint venture partners.‎

We anticipate significant capital expenditures related to maintenance costs.

Certain significant expenditures, including property taxes, maintenance costs, mortgage and leasehold payments, ‎insurance costs and related charges, must be made throughout the period of ownership of real property, regardless ‎of whether the property is producing sufficient income to pay such expenses. In order to retain desirable rentable ‎space and to generate adequate revenue over the long term, the Company must maintain or, in some cases, ‎improve Odd Burger’s property condition (and the condition of other properties that the Company may ‎acquire) to meet market demand. Maintaining a property in accordance with market standards can entail ‎significant costs, which the Company may not be able to pass on to its tenants. Numerous factors, including ‎the age of the relevant building structure, the material and substances used at the time of construction or currently ‎unknown building code violations could result in substantial unbudgeted costs for refurbishment or modernization.‎

If the actual costs of maintaining or upgrading the Odd Burger property and other properties that the Company may acquire exceed estimates of the Company, or if hidden defects are discovered during maintenance ‎or upgrading, which are not covered by insurance or contractual warranties, or if the Company is not ‎permitted to raise the rents due to legal constraints, the Company will incur additional and unexpected costs. ‎If competing properties of a similar type are built in the area where the Odd Burger property or other properties ‎that the Company may acquire are located or similar properties located in the vicinity of the Company’s ‎properties are substantially refurbished the net operating income derived from and the value of the Company’s properties could be reduced.‎

Failure to secure loans may limit the Company’s growth.

Obtaining loans to finance the constructions of our restaurant locations or production center is an important aspect ‎of our growth strategy. If we are unable to secure loans, this will impede or greatly limit our growth ‎strategy. Furthermore, Indebtedness in the future may be incurred that bears interest at a variable rate or loans ‎may be required to be refinanced at higher rates. Accordingly, increases in interest rates above that which have been ‎anticipated based upon historical trends could adversely affect the Company’s cash flows. To mitigate the ‎fluctuation in interest rates, management can attempt to lock in cash returns on assets for the longest period ‎consistent with exposure to debt maturing and leases expiring in any given year. Nevertheless a failure to obtain ‎financing or drastic changes in interest rates may have a significant effect on our sales, growth and cash flows.‎

We face risks associated with tighter credit conditions, illiquid credit markets and wider credit spreads.

Global market and economic conditions over the past few years have been unprecedented and challenging with ‎tighter credit conditions and slower growth. Continued concerns about the systemic impact of inflation, the ‎availability and cost of credit, the declining real estate market, energy cost, geopolitical issues and increased market ‎uncertainty have contributed to increased market volatility and diminished expectations for the global economy. ‎These conditions, combined with declining business activity levels and consumer confidence, increased ‎unemployment and volatile oil prices have contributed to unprecedented levels of volatility in the capital and credit ‎markets. We have mitigated inflationary pressures by increasing the menu prices at our restaurant locations and by increasing the prices at which our manufacturing division sells its food to our wholesale distributor. We have also implemented a number of recipe reformulations to utilize more readily available and cost-effective ingredients, which has allowed us to further mitigate inflationary pressures and prevent or minimize the need for certain cost increases. If the global market and economic crisis intensifies or continues for a long period of time however, disruptions in the capital ‎and credit markets may adversely affect the business, financial condition and results of operations. Additionally, if our menu prices increase significantly due to significant additional inflationary pressures, such significantly higher prices may deter customers from visiting our restaurants, which would have a material adverse affect on the business, financial condition and results of operations.

As a result of these market conditions, the cost and availability of credit have been and may continue to be ‎adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets ‎generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce ‎and, in some cases, cease to provide funding to businesses and consumers. There can be no assurance that the ‎markets will stabilize in the near future.‎

Risks Related to Ownership of our Securities

Investments in the Company involve risks due to the speculative nature of investments.

An investment in our common shares, pre-funded warrants and/or warrants carries a high degree of risk and should be considered as a ‎speculative investment. We have a limited operating history, have not paid dividends, and are ‎unlikely to pay dividends in the immediate or near future.‎

The Company faces risks related to raising additional funding.

We will need to raise funds in the future through equity or debt. The sale of additional equity may ‎result in additional dilution to our shareholders and such securities may have rights, preferences or ‎privileges senior to those of our common shares. To the extent that Odd Burger relies upon debt ‎financing, we will incur the obligation to repay the funds borrowed with interest and may become subject to covenants and restrictions that restrict operating ‎flexibility.‎

Global financial conditions are subject to volatility. This may impact our ability to obtain equity, ‎debt or bank financing in the future on terms commercially reasonable to us or at all and may ‎adversely impact our operations. Continued volatility and market turmoil caused by a variety of ‎issues that are outside of our control (such as the COVID-19 pandemic) could have a material ‎adverse effect on our business, financial condition, results of operations and cash flows if we are ‎not able to secure sufficient funding or our ability to make required payments on debt outstanding, if any.‎

Our common share price may be volatile and may decrease substantially. Correspondingly, the market price of our warrants may also be volatile.

The trading price of our common share has fluctuated substantially, and we expect that it will continue to do so. The price of our common share, and correspondingly the price of the warrants, in the market on any particular day depends on many factors including, but not limited to, the following:

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of our share price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

In addition, if the market for equity stocks of companies in our industry, or the stock market in general, experiences a loss of investor confidence, the market price of our common share could decline for reasons unrelated to our business, financial condition, or results of operations. If any of the foregoing occurs, it could cause the price of our common share to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to our Board of Directors and management.

Risks Related to the Offering

We are selling a substantial number of our common shares, pre-funded units and warrants to purchase common shares in this offering, which is expected to cause substantial dilution and could cause the price of our common shares to decline.

In this offering, we will sell 2,108,963 common units (assuming no sale of any pre-funded units and no exercise by the underwriters of their over-allotment option). As a result, immediately following the completion of the offering, based on the number of shares outstanding as of February 23, 2023, we will have common shares and warrants to purchase up to 4,493,449 common shares outstanding (assuming no sale of any pre-funded units and no exercise of the underwriters’ over-allotment option). We cannot predict the effect, if any, that market sales of those common shares or the availability of those common shares for sale will have on the market price of our common shares. Any decline in the price of a share of common shares will also have a negative effect on the price in the market of a warrant.

The common shares and warrants offered in the offering may be resold in the public market immediately without restriction, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act, which may be resold only if registered under the Securities Act or in accordance with the requirements of Rule 144 or another applicable exemption from the registration requirements of the Securities Act. Common shares and warrants held by our directors and executive officers will be subject to the lock-up agreements described in the “Underwriting” section of this prospectus. If, after the period during which such lock-up agreements restrict sales of the our common shares and warrants or if the underwriters waive the restrictions set forth therein (which may occur at any time), one or more of these securityholders sell substantial amounts of common shares or warrants in the public market, or the market perceives that such sales may occur, the market price of the common shares and our ability to raise capital through an issue of equity securities in the future could be adversely affected.

Immediately following the consummation of this offering, we do not expect to have any outstanding options to purchase               common shares with exercise prices that are below the assumed public offering price of our common shares offered hereby. To the extent that any options are exercised, there will be further dilution to the purchasers of our common shares and warrants. The existence of the potential additional common shares in the public market, or the perception that such additional shares may be in the market, could adversely affect the price of our common shares.

We might be unable to list our common shares on the Nasdaq, and/or the TSXV may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We intend to apply to list our common shares on the Nasdaq. In order to make a final determination of compliance with its listing criteria, the Nasdaq may look to the first trading day’s activity and, particularly, the last bid price on such day. In the event the trading price for our common shares drops below Nasdaq’s minimum bid requirements, the Nasdaq could rescind our initial listing approval. If we fail to list the common shares on Nasdaq, the liquidity for our common shares would be significantly impaired, which may substantially decrease the trading price of our common shares.

In addition, in the future, our securities may fail to meet the continued listing requirements to be listed on the Nasdaq, or the TSXV. If the Nasdaq or TSXV delists our common shares from trading on its exchange, we could face significant material adverse consequences, including:

There has been no prior market for the common shares and warrants on a national U.S. securities exchange and an active and liquid market for the securities may fail to develop, which could harm the market price of the common shares.

Prior to the offering, while our common shares have been traded on TSX Venture since July 2021 and have been quoted on the OTCQB since October 2021, there has been no public market on a national U.S. securities exchange for our common shares or warrants.

Although we intend to apply to list the common shares and warrants on Nasdaq, an active trading market for the common shares and warrants may never develop or be sustained following the offering. The offering price may not be indicative of the market price of the common shares and/or warrants on Nasdaq on or after the offering. In the absence of an active trading market for the common shares and warrants, investors may not be able to sell their common shares or warrants at or above the offering price or at the time that they would like to sell.

Following the offering and after the common shares and warrants begin trading on Nasdaq, our common shares will continue to be admitted to trading on TSX Venture. We cannot predict the effect of this dual listing on the value of the common shares and warrants. However, the dual listing of the common shares and warrants may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for the common shares and warrants in the U.S.

The dual listing of our common shares and warrants following the U.S. offering may adversely affect the liquidity and value of the common shares.

Following the offering and the listing and trading of our common shares and warrants on Nasdaq, our common shares will continue to be listed on TSXV. Trading in our securities these markets will take place in different currencies (U.S. dollars on Nasdaq and Canadian dollars on the TSXV), and at different times (due to differences in trading days and public holidays between the U.S. and Canada). The trading prices of our securities on these two markets may differ due to these and other factors. Any decrease in the price of our common shares and warrants on the TSXV could cause a decrease in the trading price of the common shares and warrants on Nasdaq. Investors could seek to sell or buy our common shares or warrants to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the trading prices on one exchange and the securities available for trading on the other exchange. However, the dual listing of the common shares and warrants may reduce the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for the common shares and warrants in the U.S.

There is no assurance that a market for the warrants being sold in this offering will develop.

There is no established public trading market for either the warrants or the pre-funded warrants being sold in this offering. We intend to list the warrants being sold in this offering on Nasdaq, however there is no assurance that any market will develop. We will not list the pre-funded warrants on any securities exchange or nationally recognized trading system, including Nasdaq. Therefore, we do not expect a market to ever develop for the pre-funded warrants. Without an active market, the liquidity of the warrants will be limited.

The warrants and the pre-funded warrants are speculative in nature.

The warrants and pre-funded warrants do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire common shares at a fixed price. Commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common shares and pay the stated exercise price per share prior to five years from the date of issuance, after which date any unexercised warrants will expire and have no further value. Commencing on the date of issuance, holders of the pre-funded warrants may exercise their right to acquire the common shares and pay the stated exercise price per share until exercised in full. There can be no assurance that the market price of our common shares will ever equal or exceed the exercise price of the warrants offered by this prospectus, and if so, the warrants would expire without value.

The warrants included in the pre-funded units are expected to be listed on Nasdaq separately upon the pricing of this offering, and may provide investors with an arbitrage opportunity that could adversely affect the trading price of our common shares.

Because the pre-funded units will never trade as a unit, and the warrants are expected to be traded on Nasdaq, investors may be provided with an arbitrage opportunity that could depress the price of our common shares.

In the event that our common share price does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants may not have any value.

Until holders of the warrants acquire our common shares upon exercise thereof, holders of the warrants will have no rights with respect to our common shares.

There is no assurance that any of the warrants will be exercised and we will receive the exercise proceeds therefrom.

The warrants have an exercise price above the price of a share of common share in this offering. If the price of our common share does not exceed the warrant exercise price, then it is unlikely that the warrants will be exercised. The warrants will expire on the fifth anniversary of their issuance, which if they expire without being exercised the Company will not receive any proceeds therefrom.

Additionally for the warrants to be exercised for cash, the Company must keep an effective registration statement available for issuance of the common shares on exercise of the warrants. If the Company fails to maintain an effective registration statement, then the warrants may be exercised on a cashless basis, and the Company will not receive any cash amount from their exercise.

We have broad discretion over the use of the net proceeds from the offering and may use them in ways with which you do not agree and in ways that may not enhance our operating results or the price of the common shares.

Our board of directors and executive management will have broad discretion over the application of the net proceeds that we receive from the offering. We may spend or invest these proceeds in ways with which our shareholders disagree or that do not yield a favorable return, if at all. We intend to use the net proceeds from the offering, together with our existing cash resources as described in “Use of Proceeds.” However, our use of these proceeds may differ substantially from our current plans. Failure by our management to apply these funds effectively could harm our business, results of operations, cash flows, financial condition and/or prospects. Pending their use, we may invest the net proceeds from the offering in a manner that does not produce income or that loses value.

Certain of our significant shareholders may have different interests from us and may be able to control us, including the outcome of shareholder votes.

Before this offering, James McInnes and Vasiliki McInnes together beneficially own approximately    % of our common shares and are on our board of directors (see “Certain Relationships and Related Transactions”). As a result, such shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendment of our articles of association and approval of certain significant corporate transactions. This control could have the effect of delaying or preventing a change of control of the Company or changes in management, in each case, which other shareholders might find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant shareholders.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of the common shares and warrants and their trading volume could decline.

The trading market for the common shares and warrants depend in part on the research and reports that securities or industry analysts publish about us or our business. If no or only limited securities or industry analysts cover our Company, the trading price for the common shares and warrants could be negatively impacted. If one or more of the analysts who covers us downgrades our equity securities or publishes inaccurate or unfavorable research about our business, the price of common shares and warrants would likely decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, or downgrades our securities, demand for common shares and warrants could decrease, which could cause the price of the common shares warrants or their trading volume to decline.

We intend to retain all available funds and any future earnings and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the common shares.

We have never declared or paid any cash dividends on common shares, and we intend to retain all available funds and any future earnings to fund the development and expansion of our business. In addition, while our current debt agreement does not restrict our ability to pay dividends, there is no assurance that future debt agreements will not restrict our ability to pay dividends. Therefore, you are not likely to receive any dividends on you common shares for the foreseeable future and the success of any investment in common shares will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of their holdings of common shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that the common shares will appreciate in value or even maintain the price at which our investors have purchased them. Investors seeking cash dividends should not purchase the common shares.

In addition, if we choose to pay dividends in the future, exchange rate fluctuations may affect the amount of Canadian dollars that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay, if any. Any dividends will generally be subject to withholding tax. See “Taxation — Material Canadian Federal Income Tax Considerations” for a more detailed description of Canadian taxes on dividends. These factors could harm the value of the common shares.

Investors should be aware that the rights provided to our shareholders under the corporate law of British Columbia and our articles of association differ in certain respects from the rights that you would typically enjoy as a shareholder of a U.S. company under applicable U.S. federal and state laws.

We are, and will upon the consummation of the offering be, a Canadian public company with limited liability. Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in British Columbia. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights and obligations of shareholders and boards of directors in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, our board is required by British Columbian law to consider the interests of our Company, its shareholders, its employees, and other stakeholders. It is possible that some of these parties will have interests that are different from, or in addition to, the interests of our shareholders. See “Description of Share Capital and Articles of Association.”

We are an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, the common shares and warrants may be less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we are required to report only two years of financial results and selected financial data compared to three and five years, respectively, for comparable data reported by other public companies. We may take advantage of these exemptions until we are no longer an emerging growth company. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the aggregate market value of our common shares and warrants held by non-affiliates exceeds US$700 million as of the end of our second fiscal quarter before that time, in which case we would no longer be an emerging growth company as of the following September 30^th (the last day of our fiscal year). We cannot predict if investors will find the common shares and warrants less attractive because we may rely on these exemptions. If some investors find the common shares and warrants less attractive as a result, there may be a less active trading market for the common shares and warrants and the price of the common shares may be more volatile.

As a foreign private issuer and as permitted by the listing requirements of Nasdaq, we will rely on certain home country corporate governance practices rather than the corporate governance requirements of Nasdaq.

We qualify as a foreign private issuer and have intend to apply to have the common shares and warrants listed on Nasdaq. As a result, in accordance with the listing requirements of Nasdaq, we will rely on home country governance requirements and certain exemptions thereunder rather than relying on the corporate governance requirements of Nasdaq. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we currently publish annual and semi-annual reports on our website pursuant to the rules of TSX Venture and expect to file such financial reports with the SEC, we will not be required to file periodic reports with the SEC as frequently or as promptly as U.S. public companies. Specifically, we will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K that a domestic company would be required to file under the Exchange Act. Accordingly, there may be less publicly available information concerning our Company than there would be if we were not a foreign private issuer.

In addition, the Listing Rules of Nasdaq require a minimum quorum for a shareholders meeting of 33 1/3% of the outstanding common shares. Under Canadian law and pursuant to our notice of articles, a quorum shall be present at a shareholder meeting if two or more holders of common shares representing at least 5% of the total number of voting rights attaching to the said common shares entitled to be voted at the meeting are present or represented by proxy. Further, the Listing Rules of Nasdaq require a majority of the directors of a listed U.S. company to be independent, whereas in British Columbia, only two directors need to be independent. The Listing Rules of Nasdaq further require that each of the nominating, compensation and audit committees of a listed U.S. company be comprised entirely of independent directors. Our board of directors has no plan to change the composition of our audit committee and compensation committee, and we intend to follow home country practice to the maximum extent possible. Therefore, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

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

As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Following the consummation of the offering, the determination of foreign private issuer status will be made annually on the last business day of our most recently completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on March 31, 2023. There is a risk that we will lose our foreign private issuer status in the future.

We would lose our foreign private issuer status if, for instance more than 50% of our common shares are owned by U.S. residents or persons and more than 50% of our assets are located in the U.S. and we continue to fail to meet additional requirements necessary to maintain our foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly greater than the costs we incur as a foreign private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion and modifications would involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers, which could also increase our costs.

U.S. Holders may suffer adverse tax consequences if we are characterized as a passive foreign investment company (a “PFIC”).

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the value of its assets (based on an average of the quarterly values of the assets during such taxable year) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. A separate determination must be made after the close of each fiscal year as to whether a non-U.S. corporation is a PFIC for that year. For purposes of the above calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains and certain rents and royalties. Cash is generally a passive asset for these purposes. The value of goodwill is generally treated as an active asset if it is associated with business activities that produce active income.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined below under “Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders”) holds common shares, we will continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns the common shares regardless of whether we continue to meet the PFIC test described above, unless the U.S. Holder makes a specified election once we cease to be a PFIC. If we are classified as a PFIC for any taxable year during which a U.S. Holder holds common shares, the U.S. Holder may be subject to adverse tax consequences regardless of whether we continue to qualify as a PFIC, including ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements.

Our PFIC status for any taxable year is an annual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time. The determination of whether we are a PFIC is fact-intensive, and the applicable law is subject to varying interpretation. There can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will agree with our position or that the IRS will not successfully challenge our position, including our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets.

A U.S. Holder may, in certain circumstances, mitigate the adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (a “QEF”), or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. However, we do not currently intend to provide the information necessary for U.S. Holders to make a QEF election if we were treated as a PFIC for any taxable year and prospective investors should assume that a QEF election will not be available. Furthermore, if a U.S. Holder were to make a mark-to-market election with respect to its common shares, the U.S. Holder would be required to include annually in its U.S. federal taxable income (taxable at ordinary income rates) an amount reflecting any year end increase in the value of its common shares. For further discussion of the PFIC rules and the adverse U.S. federal income tax consequences in the event we are classified as a PFIC, see “Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules.”

The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. Holders are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition ofthe securities (as defined below under “Taxation- Material U.S. Federal Income Tax Considerations for U.S. Holders”), and the availability of certain U.S. tax elections under the PFIC rules.

If a U.S. Holder is treated as owning at least 10% of our common share capital, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. Holder (as defined below under “Taxation—Material U.S. Federal Income Tax Considerations for U.S. Holders”) is treated as owning, directly, indirectly or constructively, at least 10% of the value or voting power of our share capital, such U.S. Holder may be treated as a “U.S. shareholder” with respect to each “controlled foreign corporation” (a “CFC”) in our group, if any. Because our group currently includes at least one U.S. subsidiary, under current law, any of our current non-U.S. subsidiaries and any future newly formed or acquired non-U.S. subsidiaries will be treated as CFCs, regardless of whether we are treated as a CFC. A U.S. shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of  “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by CFCs, regardless of whether we make any distributions. An individual that is a U.S. shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. shareholder that is a U.S. corporation. Failure to comply with CFC reporting obligations may subject a U.S. shareholder to significant monetary penalties. We cannot provide any assurances that we will furnish to any U.S. shareholder information that may be necessary to comply with the reporting and tax paying obligations applicable under the CFC rules of the Code. U.S. Holders should consult their tax advisors regarding the potential application of these rules to their investment in the securities. See “Taxation — Material U.S. Federal Income Tax Considerations for U.S. Holders — U.S. Holders” for a more detailed discussion.

We will incur significant increased costs as a result of operating as a company that is publicly listed on both Nasdaq in the U.S. and TSX Venture in Toronto, Canada, and our management will be required to devote substantial time to new compliance initiatives.

As a U.S. public company listed on Nasdaq, we will incur legal, accounting, and other expenses that we did not previously incur. We will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Nasdaq listing requirements and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” and/or a foreign private issuer. The Exchange Act would require that, as a public company, we file annual, semi-annual and current reports with respect to our business, financial condition and result of operations. However, as a foreign private issuer, we are not required to file quarterly and current reports with respect to our business and results. We currently make annual and semi-annual reporting with respect to our listing on TSX Venture.

Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior management personnel or members for our board of directors.

However, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Further, being a U.S. listed company and a Canadian public company with shares admitted to trading on the TSX Venture impacts the disclosure of information and requires compliance with two sets of applicable rules. From time to time, this may result in uncertainty regarding compliance matters and result in higher costs necessitated by legal analysis of dual legal regimes, ongoing revisions to disclosure and adherence to heightened governance practices. As a result of the enhanced disclosure requirements of the U.S. securities laws, business and financial information that we report is broadly disseminated and highly visible to investors, which we believe may increase the likelihood of threatened or actual litigation, including by competitors and other third parties, which could, even if unsuccessful, divert financial resources and the attention of our management from our operations.

If we fail to implement and maintain effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common shares.

For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an “emerging growth company” for up to five years. At the time when we are no longer an emerging growth company, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur remediation costs. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We may be subject to securities litigation, which is expensive and could divert management’s attention.

The market price of the common shares and warrants may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Takeover provisions in the BCBCA may make a takeover difficult.

There are several provisions of the BCBCA, such as the obligation to disclose important shareholdings and merger control, that may apply to us and which may make an unfriendly tender offer, merger, change in management or other change in control, more difficult. These provisions could discourage potential takeover attempts that third parties may consider and thus deprive the shareholders of the opportunity to sell their shares at a premium (which is typically offered in the framework of a takeover bid).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.  Forward-looking statements give our current expectations or forecasts of future events. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus.  These statements may be found principally under the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and include, among other things, statements relating to:

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Actual results may differ materially from those discussed as a result of various factors, including, but not limited to:

These statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents referenced in this prospectus and filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our common units (assuming no sale of any pre-funded units) in this offering will be approximately US$11,040,000 (or approximately US$12,696,000 if the underwriters exercise their over-allotment option in full), after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on as the assumed public offering price of US$5.69 per common unit (with an estimated offering price range for the common units between US$5.44 and US$5.94).

Proceeds from this offering will be used for working capital and other general corporate business purposes to support our growth as we add franchisees into the system and expand our geographic reach.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. As a result, our management will have broad discretion over how these proceeds are used. Proceeds held by us will be invested in short-term investments until needed for the uses described above.

Each US$1.00 increase (decrease) in the assumed public offering price of US$5.69 per common unit would increase (decrease) net proceeds to us by approximately US$1,940,246 (or US$2,312,283 if the underwriter exercises its over-allotment option in full), assuming the number of common units we sell, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 common units offered by us would increase (decrease) the net proceeds to us by US$523,479, assuming the assumed public offering price remains the same and after deducting underwriting discounts and commissions.

MARKET FOR OUR SECURITIES

Prior to this offering, our common shares were listed on the Toronto Stock Exchange Venture under the symbol “ODD” and were quoted on the OTC Markets Group, Inc. OTCQB Marketplace under the symbol “ODDAF.” Trading on the OTCQB Marketplace has been infrequent and limited in volume, therefore, the prices at which such transactions occurred may not necessarily reflect the price that would be paid for our common shares in a more liquid market.

As of  February 23, 2023, there were approximately 49 record holders of our common shares.

There is no established trading market for the pre-funded warrants. We do not expect a market for such securities to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

We intend to apply to list our common shares and warrants on Nasdaq under the symbols “ODDB” and “ODDBW,” respectively. However, we cannot assure you that a liquid trading market for our common shares or warrants will develop or be sustained after this offering. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. See “Underwriting” for more information regarding our arrangements with the underwriters and the factors considered in setting the public offering price.

DIVIDEND POLICY

We have never paid any dividends on our common shares. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness and other factors the board of directors deems relevant.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our actual cash and cash equivalents and capitalization, each as of  September 30, 2022:

The as adjusted information below is illustrative only and assumes no sale of any pre-funded units. Our capitalization following the closing of this offering may differ from that shown below based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information together with the sections entitled “Summary Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes, which appear elsewhere in this prospectus.

Each US$1.00 increase (decrease) in the assumed public offering price of US$5.69 per common unit, would increase (decrease) the as adjusted amount of cash, total shareholders’ equity and total capitalization by approximately US$1,940,246, assuming the number of common units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities we are offering. Each increase (decrease) of 100,000 securities in the number of common units offered by us would increase (decrease) the as adjusted amount of cash and cash equivalents, total shareholders’ equity and total capitalization by approximately US$523,479, assuming that the assumed public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The number of common shares to be outstanding after this offering (including common shares underlying warrants) is based on 4,394,449 shares outstanding as of February 23, 2023, and excludes:

Unless otherwise indicated, the foregoing information assumes: (i) no exercise by the underwriters of their over-allotment option to purchase additional securities to cover over-allotments; (ii) no exercise of any warrants or pre-funded warrants sold in the offering; (iii) no exercise of warrants issued to the representative of the underwriters; (iv) no exercise of outstanding options to purchase common shares; (v) the exercise of all outstanding exercisable warrants to purchase common shares; and (vi) excludes common shares reserved for future issuance pursuant to our Stock Option Plan.

For additional information regarding our capital structure, see “Description of Share Capital.”

DILUTION

All share-related information presented in this section gives effect to the Reverse Split.

If you invest in the common units in this offering, your interest will be diluted to the extent of the difference between the public offering price per common unit (assuming no value is attributed to the warrants and no pre-funded warrants are sold in the offering) paid by purchasers in the offering and our as adjusted net tangible book value per common shareafter completion of the offering (assuming no value is attributed to the warrants and no pre-funded warrants are sold in the offering). Dilution results from the fact that the public offering price per common unit is substantially in excess of the net tangible book value per common share.

As of September 30, 2022, we had a historical net tangible book value of CAD$9,710 corresponding to a net tangible book value of CAD$0.00 per common share. NIL Net tangible book value per common share represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets, divided by the total number of our common shares outstanding as of September 30, 2022.

After giving further effect to the Reverse Split, the sale by us of 2,108,963 common units in the offering, and after deducting the underwriting discounts and commissions and estimated expenses payable by us, our as adjusted net tangible book value as of CAD$14,928,629, 2022 would have been US$11,047,185, representing an as adjusted net tangible book value of US$2.51 per common share (assuming no value is attributed to the warrants and no pre-funded warrants are sold in the offering). This represents an immediate increase in net tangible book value of US$2.51  per common share to existing shareholders and an immediate dilution of US$ per common share to new investors purchasing common units in the offering. Dilution per common share to new investors is determined by subtracting the as adjusted net tangible book value per common unit after the offering from the offering price per common share paid by new investors.

The following table illustrates this dilution to new investors purchasing common shares in the offering.

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A US$1.00 increase in the assumed initial public offering price of US$5.69 to US$6.69 per common unit (assuming no value is attributed to the warrants and no pre-funded warrants are sold in the offering) would increase our as adjusted net tangible book value as of 1,940,246, 2022, after this offering by US$0.44 per share, and would increase dilution to new investors by US$NIL per share. An increase of 100,000 in the number of common units we are offering would increase our as adjusted net tangible book value as of 523,480, 2022, after this offering by US$0.06 per share, and would decrease dilution to new investors by US$NIL per share, assuming the assumed initial public offering price per common unit remains the same (assuming no value is attributed to the warrants and no pre-funded warrants are sold in the offering).

If the underwriters exercise in full their option to purchase additional common shares, the as adjusted net tangible book value after the offering would be US$13,278,468 per common share, the increase in the as adjusted net tangible book value to existing shareholders would be US$0.30 per common share, and the dilution to new investors participating in this offering would be US$NIL per common share.

The number of common shares to be outstanding after this offering is based on 2,285,485 shares outstanding as of February 23, 2023, and excludes:

The foregoing calculation assumes:

The following table summarizes, on the as adjusted basis described above as of September 30, 2022, the differences between the existing shareholders and the new investors in this offering with respect to the number of shares, including shares represented by shares purchased from us, the total consideration paid to us and the average price per share based on an assumed public offering price of US$5.69 per share before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled “Summary Financial Data” and our financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements and Other Information Not Contained in This Prospectus.” Our actual results may differ materially from those described below. You should read the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Odd Burger Corporation is a food technology company which owns, operates and franchises a chain of vegan fast-food restaurants, and manufactures and distributes a line of proprietary plant-based protein and dairy alternatives under the brand Preposterous Foods. Odd Burger restaurants operate as smart kitchens, which use state-of-the art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Odd Burger’s mission is to revolutionize the fast-food industry by creating guilt-free fast food.

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the International Financial Reporting Standards. The consolidated financial statements are presented in Canadian Dollars, except when otherwise indicated.

The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying accounting policies. The areas involving a higher degree of judgment or complexity are areas where assumptions and estimates are significant to the consolidated financial statements.

When preparing the consolidated financial statements, judgments, estimates and assumptions are made that affect the carrying amount of certain assets and liabilities as well as revenues and expenses. These judgments, estimates and assumptions have been reviewed for each year and are reviewed on a regular basis, taking into consideration past experience and other factors deemed relevant under the then prevailing economic conditions. Changes in such conditions might accordingly result in different estimates in our future consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

While our critical accounting estimates and assumptions are described in Note 2to our consolidated financial statements found elsewhere in this prospectus, we believe that the following critical accounting policies and estimates are those most important to the judgments and estimates used in the preparation of our consolidated financial statements.

Results of Operations

Results of Operations for the Year ended September 30, 2022 as Compared to the Year Ended September 30, 2021

Food Sales were $2,910,663 for the year ended September 30, 2022 versus $1,139,216 for the previous year. This 155.5% increase in food sales year over year is directly attributable to new store openings, contributing an additional 42 months of restaurant operations.

Franchise revenue of $41,365 was recorded in the current year versus $30,118 in the previous year. The increase in franchise fees is directly attributable to the new franchise agreements that were signed in 2022.The initial franchise payment for these agreements is amortized over the life of the agreement, which is generally 10 years.

Gross margin for the year ended September 30, 2022 was $412,235 versus $55,806 for the year ended September 30, 2021. As store sales grow the Company’s manufacturing facility continues to gradually improve its efficiencies. Both the restaurants and Preposterous have been faced with the challenge of inflation in 2022. Input cost inflation, at the restaurant level has been running at over 13% per annum. To offset inflation, the Company has reformulated some of its proprietary items to take advantage of lower cost inputs and will continue to do so. The Company has also gone to the menu board to offset the inflationary costs several times in 2022, increasing prices in line with inflation.

Selling, general and administrative (SG&A) expenses for the year ended September 30, 2022 were $1,595,847 versus $1,017,978 for the year ended September 30, 2020. This 56% increase in SG&A was driven by the growth in the sales volume of the Company and a growth in the investor relations budget as the Company continues to navigate challenging capital market conditions. An increase in depreciation of $172,927 and an increase in rent expense of $120,976 also contributed to this growth. In 2021, the Company had $2,528,924 of listing expense with respect to the Reverse Takeover Transaction (RTO).

Salaries and wages were $1,930,861 for year versus $988,642 for the fiscal year 2021. In the first six months of 2021, the Company ran on a very low staffing model and reduced salaries to help offset the challenges of Covid. With the RTO on April 13, 2021, the Company had to staff up to handle the increasing complexities of regulatory reporting and to handle the growth of the business. In 2022, there was $625,445 of stock-based compensation expense in salaries and wages versus $341,902 in 2021. The majority of the options were granted in April 2021, so there were 12 months of amortization fiscal 2022 versus 6 months in 2021.

Professional fees were $919,208 for the year ended September 30, 2022 versus $965,801 for the year ended September 30, 2021. The reduction is the largely the result of the decline in stock-based compensation which relates to professional fees, which declined $90,567 year over year. This has been partially offset by the spend related to opening up franchising in the USA.

Interest expense for the year ended September 30, 2022 was $238,994 versus $99,770 for the year ended September 30, 2021. Interest accretion on lease liabilities was $219,612 for 2022 and $82,459 for 2021. This increase is reflected in the increase in restaurant operating months and the increase in locations.

Critical Accounting Judgements and Estimates

The preparation of the consolidated financial statements requires management to make various judgments, estimates and assumptions in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. These judgements and estimates are based on management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Management has applied significant estimates and assumptions related to the following:

Accounts receivable

Management reviews amounts receivable at each consolidated statement of financial position date to determine whether the amounts due to the Company are recoverable. Management determines the recoverability of its amounts receivable balances by reviewing the aging of outstanding balances, payment history and the creditworthiness of its franchisees. The process of determining recoverability requires management to make estimates regarding expected future recovery of cash balances based on these inputs.

Estimated useful lives and amortization of property, plant and equipment

Amortization of property, plant and equipment is dependent upon estimates of useful lives based on management’s judgment.

Inventories

Inventories are valued at the lower of cost and net realizable value. There is judgement in determining the net realizable value. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Leases

In classifying a lease as either finance or operating, management has to make certain assumptions in estimating the present value of future lease payments and the estimated useful lives of the related assets. These assumptions include the allocation of value between land and building, and discount rates.

In determining the carrying amount of the right-of-use asset or lease receivable and corresponding lease liabilities, assumptions include the non-cancellable term of the lease plus periods covered by an option to renew the leases and incremental borrowing rate. Renewal options are only included in the lease term if management is reasonably certain to renew. The Company is also required to estimate the incremental borrowing rate specific to each portfolio of leased assets with similar characteristics if the interest rate in the lease is not readily determined. The incremental borrowing rate reflects the interest rate the Company would have to pay to borrow the funds necessary to obtain a similar asset at a similar term, with a similar security, in a similar economic environment.

Management determines the incremental borrowing rate using the Government of Canada bond yield with an adjustment that reflects the Company’s credit rating, security adjustment plus a risk premium over leases with similar terms.

Judgement is required in determining the commencement date of leases under IFRS 16. Management determines the commencement date of its right-of-use assets as the date in which the Company has possession of the leased assets.

Income and other taxes

The calculation of current and deferred income taxes requires management to make certain judgements regarding the tax rules in jurisdictions where the Company performs activities. Application of judgements is required regarding classification of transactions and in assessing probable outcomes of claimed deductions including expectations of future operating results, the timing and reversal of temporary differences, the likelihood of utilizing deferred tax assets and possible audits of income tax and other tax filings by the tax authorities.

Provisions and contingencies

Management reviews provisions at each consolidated statement of financial position date utilizing judgements to determine the probability that an outflow of economic benefit will result from the legal or constructive obligation and an estimate of the associated obligation. Due to the judgmental nature of these items, future settlements may differ from amounts recognized.

Simple agreement for Future Equity (“SAFE”)

The Company previously entered into SAFE arrangements as described in Note 15. The fair value of SAFE arrangements was estimated at the date of the consolidated statement of financial position as the value of a similar derivative liability. Assumptions are made and judgements are used in applying valuation techniques. Such judgement is inherently uncertain. Changes in the valuation assumptions could materially affect the fair value estimate of the SAFE arrangements.

Share based payments

The Company uses the Black-Scholes option pricing model to determine the fair value of options in order to calculate stock-based compensation expense. The Black-Scholes model involves six key inputs to determine fair value of an option: risk-free interest rate, exercise price, market price at the date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control.

The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of stock-based compensation expense. Refer to Note 17 for further details.

Going concern

Assessing the Company’s ability to continue as a going concern required management to estimate future cash flows and other future events, the outcome of which is uncertain.

The significant accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

Emerging Growth Company and Foreign Private Issuer Status

Emerging Growth Company Status

As a company with an annual revenue under CAD$2,952,028 (US$2.184 billion), we qualify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest to occur of  (i) the last day of the fiscal year in which we have more than US$1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer” with at least US$700 million of equity securities held by non-affiliates; (iii) the issuance, in any three-year period by our company of more than US$1.0 billion in non-convertible debt securities held by non-affiliates; and (iv) the last day of the fiscal year ending after the fifth anniversary of this public offering of our common shares. In this prospectus, we have presented only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, and intend to take advantage of the exemption from the auditor attestation on the effectiveness of our internal control over financial reporting. Accordingly, the information that we provide shareholders may be different than you might obtain from other public companies.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to avail ourselves of this extended transition period and, as a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable. We have elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.

Foreign Private Issuer Status

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

BUSINESS

Overview

Odd Burger Corporation is a chain of company-owned and franchised vegan fast-food restaurants as well as a food technology company that manufactures and distributes a line of plant-based protein and dairy alternatives under the brand Preposterous Foods to foodservice channels. Odd Burger restaurants operate as smart kitchens, which use state-of-the art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food.

History

As of 2018, James and Vasiliki McInnes spent years developing a vegan fast food menu through two ‎corporate-owned ‎restaurant locations which at the time were branded as Globally Local. One location opened in late 2016 in downtown London, Ontario ‎while the second was a 24 ‎hour drive thru that opened in June 2017. The chain was popular ‎and one of the first vegan fast food concepts in ‎the world at the time. Although James and Vasiliki had success in the restaurant industry, their goal was to scale the ‎business by franchising the concept and creating a food ‎technology division that would centralize food production, allow for the continuous ‎research and ‎development of products and ultimately produce unique, proprietary plant-based food on a large ‎scale.

In 2019, Odd Burger launched its smart kitchen technology package at all locations and removed all antiquated equipment from its restaurants. Smart Kitchens use automation technology within the cooking equipment to standardizes cooking time, temperature and preparation methods. Smart kitchens were able to drastically improve food quality, ‎while ‎reducing the need for higher skilled kitchen staff. Preposterous Foods also modified some of its ‎products so ‎that they would cook properly in the new equipment. These two factors combined ‎allowed for the creation of a truly consistent food experience at restaurant ‎locations while still delivering quick ‎service and low cost.‎

Once cooking equipment was upgraded, a new restaurant ‎design was created that focused on takeout and delivery business. This new store ‎concept ‎included self-checkout kiosks and eliminated the use of cash and significantly reduced the restaurant footprint to around 1000 square feet. The new store design lowered rental rates for new locations and reduced labour costs as restaurants were now able to run with as little as one person.

In March 2020, all operations and construction projects were temporarily closed for approximately 2 months due to the COVID-19 ‎pandemic. During this time, the restaurants secured Personal Protective Equipment and developed policies that would comply with Public Health recommendations. The business re-opened with success in May and greatly benefited from its previous focus on delivery and takeout sales channels as well as the previously implemented Smart Kitchen design that increased safety for staff due to less personnel needed on site. Despite the ongoing pandemic, Odd Burger’s first franchise location opened in Windsor, ON in August 2020.

Significant Financing Transactions

In 2018, Odd Burger received its first major investment from, BoxOne Ventures ‎(not an arm’s length transaction), ‎of ‎‎CAD$500,000 to facilitate ‎the launch of their food technology and manufacturing division, Preposterous Foods. In addition the Business Development Bank of Canada approved two term loans, together totaling CAD$250,000 to finance ‎‎equipment purchases and leasehold improvements that would be needed by Preposterous Foods at its newly opened facility at 505 Consortium Court in London, ON. This facility centralized food production for the two restaurant locations, and after numerous expansions and equipment upgrades, this facility still supplies all restaurant locations with their food today.

In mid-2019, Odd Burger raised CAD$400,000 in capital from friends and family, to launch its first location in Toronto. This location was the first restaurant that fully implemented the new Smart Kitchen, as well as the new compact store design. The location opened with success with an estimated 1000 people attending the grand opening day alone. This established Odd Burger as a legitimate brand in a major Canadian city. By late 2019, Odd Burger commenced its franchise operations and signed its first franchise agreement for a location in Windsor, Ontario. Shortly ‎thereafter, ‎an additional CAD$449,982 in capital was raised through a second financing round with ‎strategic investors.

In November 2020 a letter of intent was signed between Black Lion Capital Corp. and Odd Burger for a ‎proposed ‎qualifying transaction on the TSX Venture Exchange. The purpose of the transaction was to ‎raise at least ‎‎CAD$3,200,000 for the resulting issuer. In addition, the company commenced signing leases for additional corporate locations to increase brand awareness and test the restaurant concept in multiple cities. The initial corporate-owned restaurant growth strategy was done in order to accelerate franchise sales, by giving confidence to prospective franchisees that the Odd Burger model was viable in different markets and that there was demand for its concept. In December 2020, a private placement in the amount of CAD$350,000 was completed at a price of CAD$0.40 per share.‎

In April, 2021, Black Lion and Globally Local (the company’s name previous to its rebrand as Odd Burger Corporation) completed the Transaction. Pursuant to the Transaction, the Company: (a) consolidated its common shares on the basis of 1 ‎‎post-consolidation common ‎share for every 2.5 pre-consolidation common share; (b) acquired all of the ‎‎securities of Globally Local in exchange for securities of the Company pursuant to the terms of the ‎‎Amalgamation Agreement; (c) effected an amalgamation between 2801318 Ontario Ltd, a wholly owned ‎‎subsidiary of Black Lion (“Subco”) and ‎Globally Local, with Globally Local being the surviving entity, on ‎‎the terms and ‎conditions set forth in the Amalgamation Agreement, whereby the holders of the ‎securities ‎‎of Globally Local received securities of the Company on a one-for-one basis‎; (d) reorganized the ‎‎management and the board of directors of the Company; and (e) approved and registered a name ‎‎change of the Company from Black Lion Capital Corp. to “Globally Local Technologies Inc.” ‎

Globally Local also completed the previously announced Offering of CAD$4,200,000 of ‎aggregate gross ‎proceeds of subscription receipts. The subscription receipts were offered at an issuance price of CAD$0.40 ‎‎per subscription receipt and each subscription receipt automatically entitled the holder thereof, without ‎payment of any additional consideration and without any further action on the part of the holder, to ‎acquire one Globally Local share upon the satisfaction of certain escrow release conditions, all in ‎accordance with the terms and conditions of a subscription receipt agreement dated April 13, 2021 ‎between Globally Local, what was formerly Black Lion Capital Corp., the Agent and AST Trust Company ‎‎(Canada) (the “Subscription Indenture”). All of the subscription receipts have now been converted and ‎exchanged for Company ‎Shares. The Private Placement was led by Canaccord Genuity Corp. In ‎connection with the Offering, the Agent (and sub-agents) were paid a cash commission of CAD$336,000, a ‎corporate finance fee of CAD$50,000 and received 840,000 Agents’ Compensation Options to acquire ‎‎840,000 common shares at a price of CAD$0.40 per share for a period of two years.

During the year ended September 30, 2021, Odd Burger completed the private placement of 2, 375,000 shares of common stock at the price of CAD$0.40 per share for gross proceeds of CAD$950,010, and during the year ended September 30, 2022, Odd Burger completed the private placement of an additional 2,322,500 shares of common stock at the price of CAD$0.40 per share for gross proceeds of CAD$812,000.

In January 2023, Odd Burger completed the second tranche of a private placement of 1,960,000 units, with each unit consisting of one common share and one warrant to purchase common shares, each at a price per share of CAD$0.25 per unit, for aggregate gross proceeds of CAD$490,000.

Additional Significate Developments

Effective April 1, 2021, Odd Burger entered into an agreement with Sysco Southwestern Ontario, a division of Sysco for the distribution by Sysco to the foodservice industry throughout Canada of Odd Burger’s proprietary plant-based protein and dairy alternatives products and sauces. ‎

In June 2021, the Company announced a rebranding of its restaurant ‎chain to the name Odd Burger, and Ted Sehl joined the Company on a full-time basis. The Company’s ticker was changed in July 2021 to ODD on the TSXV, and the Company ‎ initiated listing it’s shares on the OTCQB exchange in October 2021 under the ticker ODDAF.

Between June 2021 and November 2021, Odd Burger opened 4 additional corporate locations in Ontario including Vaughan, London, Waterloo and Hamilton with success. The company also signed franchise agreements in Calgary, Ottawa and Victoria during this same period.

In March 2022, Odd Burger signed an area representative agreement with Sai-Ganesh Enterprises (“SGE”) to develop 36 locations in Alberta and British Columbia over 7 years. In this agreement, SGE will be responsible for finding franchisees, assisting with securing a location, constructing the locations, setting up the restaurants and providing ongoing operational support and brand compliance management. In exchange for developing its territory, SGE would get a split of franchise fees, development fees and ongoing royalties for the area.

In April and May 2022, Odd Burger opened a new corporate location in Whitby, ON with success bringing the total number of stores operational to 7. In the same period, Odd Burger also signed a franchise agreement for a location in Vancouver, BC.

In June 2022, Odd Burger signed an area representative agreement with Starke Corporation to develop 40 locations in Ontario over 8 years. Terms for the agreement were similar to the agreement signed with SGE. In addition, a franchise agreement was signed for a location in Edmonton, AB bringing the total number of franchises sold and under development (but not yet operational) to 5. Odd Burger also closed a private placement, raising gross proceeds of CAD$929,000 during the period of October 1, 2021 to June 30, 2022, at a price of CAD$0.40. Founders James McInnes and Vasiliki McInnes participated in the placement by purchasing a total of 1,500,000 shares at a price of CAD$0.40.

In July 2022, Odd Burger secured land for new 50,000 sq. ft. food manufacturing facility, to be operated by Preposterous Foods in London, ON. The 5.5-acre parcel of land was purchased from the City of London Ontario. The company expects to have facility built and operational 1-2 years after permit approval.

In August 2022, Odd Burger signed 4 new franchise agreements for locations in Brampton ON, Regina SK, Surrey BC and Oakville ON bringing the total number of franchises sold and under development (but not yet operational) to 9. The company also launched its mobile app that includes a customer loyalty program. The app had nearly 1000 downloads in the first 48 hours after launch.

In October 2022, Odd Burger launched its U.S. franchising operations by forming a Delaware corporation that will serve as the franchisor of, and that will operate, Odd Burger’s U.S. franchise division. The company also announced that it had completed its US franchise disclosure document and franchise agreement and will be able to sell franchises in 25 U.S. states. Additionally, Odd Burger signed a franchise agreement in Nanaimo BC, bringing the total number of franchises sold and under development (but not yet operational) to 10.

In December 2022, Odd Burger signed a non-binding letter of intent with Franchise Investment AG to develop up to 25 new locations in Florida in the United States and an additional 25 locations in Germany, Switzerland and Austria, both over 8 years. The letter of intent is subject to certain conditions, including the execution of a definitive franchise agreement and compliance with applicable franchise registrations and disclosures.

Significant Acquisitions and Dispositions

Odd Burger has not conducted any significant acquisitions or dispositions as defined by National Instrument 51-102 - Continuous Disclosure Obligations.‎ The Transaction was a reverse takeover and Globally Local was the acquiror.‎

Products and Services

Manufactured Food Products

Preposterous Foods is our food manufacturing division that creates our ‎proprietary plant-based food. ‎Preposterous Foods currently manufactures 20 different plant-based proteins and dairy alternatives. The food product line is completely nut free and has ‎certain items that are gluten ‎free and/or soy free. The current product line is designed for the food service industry ‎and is packaged and priced in ‎a way that fits into that business model.

Plant-based proteins

Plant-based dairy alternatives

Quick Service Restaurant ‎Services

Our restaurant division is called Odd Burger and its mission is to radically change the ‎fast food industry by ‎providing better quality foods that use healthier, more sustainable plant-based ingredients while ‎still delivering an indulgent fast food ‎experience. Most of the products developed at Preposterous ‎Foods found their beginning at our restaurant chain. ‎Preposterous Foods then continued the ‎development of these early prototypes and implemented processes and ‎technology to scale the ‎manufacturing of food products needed by Odd Burger. The restaurants provided an ‎incredible ‎testing platform, which allowed us to create many iterations of our products, ultimately creating ‎food that ‎is loved and craved by a wide spectrum of consumers. The full Odd Burger menu is ‎shown below and is comprised of over 40 items.

Odd Burger Fast Food Menu

Industry

Odd Burger is part of a relatively new and early stage industry called the plant-based (or vegan) fast food market. This industry is comprised of the intersection of the plant-based food market which is a rapidly growing, technology driven field and the fast food market which is a very large, well established industry that is seeing yearly growth.

Traditional, mainstream fast food restaurants have started to adopt more plant-based options in an attempt to service the growing needs of consumers, however there has yet to be a dominant brand that has captured any significant share of the plant-based fast food market. Large, mainstream chains are often limited in how many plant-based products they can offer as they must also maintain their animal-derived menu items. Furthermore, most major chains struggle with cross contamination issues when preparing plant-based menu items, which is typically not well received by consumers that are looking to avoid animal products.

The fast food market is also serviced by smaller, locally owned, single store restaurant concepts that provide comfort food designed to mimic the fast food experience. Smaller concepts typically struggle with offering competitive pricing and often don’t have the systems in place to allow them to scale to multiple locations or offer franchising opportunities.

Both large and small restaurant chains typically source their plant-based menu ingredients from consumer-focused plant-based brands such as Beyond Meat, Eat Just or Impossible Foods. Utilizing external plant-based ingredients lowers the barrier of entry into the plant-based industry, but also reduces the ability of a restaurant to create a truly unique menu. Some restaurant chains partner with food manufactures to create custom plant-based products and formulations, however it’s often challenging to control intellectual property around these formulations and counterparty risk can be challenging to mitigate. In either case, restaurants are purchasing huge amounts of food from external vendors, instead of utilizing a vertically integrated supply chain, which eliminates a huge potential revenue source for franchisors.

Consumer Overview

The vegan food market share is forecasted to reach approximately US$24.3 billion by 2026 and will grow ‎at an ‎estimated compound annual growth rate of 9.1% from 2019-2026 (Research & Markets, April 2020).

In comparison, total U.S. retail food dollar sales grew by only 4% over that same timeline. This shift is ‎driven ‎primarily from the health benefits of eating plant-based foods, ethical considerations around ‎animal use, and ‎reduced environmental impact from responsible food choices. Consumer awareness of ‎these benefits will be an ‎ongoing catalyst for the massive shift in demand towards plant-based foods.‎

Health Motivated Consumers

Consumers are turning to plant-based products in large part because of the documented health benefits ‎of doing so. ‎For instance, consumption of plant-based protein offers protective effects against chronic ‎degenerative conditions, ‎such as cardiovascular disease. Further, a 2016 study from PLOS Medicine ‎found a plant-based diet of high-‎quality plant foods reduced the risk of developing Type 2 diabetes by ‎‎34 percent. Perhaps most persuasive in ‎encouraging consumers to adopt a plant-based diet, it is that it has ‎been shown that whole-food plant-based diets ‎can be effective in helping individuals lose weight. A 2017 ‎study in Nutrition & Diabetes saw that overweight adults ‎who participated in their study saw an average ‎weight loss of 9.25 pounds when adopting a whole-food plant-based ‎diet for one year.

These are just a few examples of the beneficial health outcomes of adopting a plant-based diet, and ‎positive ‎outcomes can be seen across the spectrum when it comes to improving individuals’ health and ‎well-being.‎

Environmental Motivated Consumers

‎The concerns around environmental impacts of consuming animal products are well documented. The ‎United ‎Nations Environment Programme’s (UNEP) International Panel of Sustainable Resource ‎Management stated in ‎‎2010: “Impacts from agriculture are expected to increase substantially due to ‎population growth and increasing ‎consumption of animal products. Unlike fossil fuels, it is difficult to look ‎for alternatives: people have to eat. A ‎substantial reduction of impacts would only be possible with a ‎substantial worldwide diet change, away from ‎animal products.”‎ ‎ While the World Resource Institute went a ‎step further in 2019, claiming that the global ‎population will increase to roughly 10 billion by 2050, and ‎meat demand will rise by roughly 88%. They noted that ‎this is an unsustainable number and we are ‎headed for ecological catastrophe unless Americans and Europeans ‎substantially reduce their meat ‎consumption.

Animal Welfare Motivated Consumers

Undoubtedly, animals suffer the most from our reliance upon animal products and factory farming ‎techniques ‎that have cruel and unseen consequences. Animals have their teeth clipped, tails docked, and ‎their beaks trimmed so ‎that factory farming companies can pack animals more tightly together without ‎incident. ‎Cows are routinely ‎impregnated (typically annually) so that they can produce milk ‎continuously, while the calf is immediately taken ‎from its mother at birth, both having documented ‎detrimental effects on the well-being of these animals. ‎ Broiler ‎chickens are genetically selected and ‎bred to produce more meat, yet their organs fail and their limbs give out due to ‎the weight of their ‎bodies.‎ The inhumane treatment of farm animals can be addressed by reducing our reliance on ‎animal ‎products and turning instead to plant-based food.‎

Plant-Based Demand and our Industry

Odd Burger Corporation operates in two primary markets: the plant-based food manufacturing market, where we ‎‎operate our Preposterous Foods division, and the fast food market, where we operate our Odd Burger ‎Restaurants ‎division.‎

The plant-based food manufacturing market is a relatively new and rapidly growing industry that was ‎founded on ‎the success of companies such as Lightlife, Gardein, Daiya, Yves, Beyond Meat, ‎Impossible Foods and a number ‎of other smaller brands that have had success in the market. We see an ‎opportunity to provide a unique offering in ‎this space. Many food technology companies use highly ‎processed and engineered ingredients to create plant-based ‎foods that mimic the taste and texture of ‎animal protein. However, these highly processed plant-based foods have ‎come under scrutiny recently ‎because consumers want more natural products with wholesome ingredients, while still ‎delivering an ‎incredible taste. We believe that the future in plant-based food is creating products with this balanced ‎‎approach, because ultimately consumers want to feel good about what they eat. ‎

When it comes to our fast food vision, it is no secret that the fast food market is already well ‎established. The global ‎fast food market was estimated to be US$‎862 billion in 2020, and it is estimated to reach US$1.46 trillion by 2028, with a compound annual growth rate of 6.05% from 2021-2028 (Fortune Business Insights, Mar, 2022). This segment ‎is consistently growing and dominated ‎by international brands such as McDonalds, Burger King, ‎Wendy’s and Arby’s (to name a few). However, the plant-‎based fast food industry is still in its infancy, ‎and consumers who want plant-based options in this space have to ‎compromise their motivations by ‎turning to plant-based options within chains predominately serving animal ‎products. By increasing our ‎footprint in this space, we see an extraordinary opportunity to serve an ‎underrepresented and growing ‎market share, while also expanding our Odd Burger Food Services brand and product ‎awareness along with ‎our potential distribution networks.

Plant-Based Food Manufacturers

The plant-based protein & dairy alternative space is a highly competitive industry with many large and established ‎‎brands. These include Beyond Meat, Impossible Foods, Lightlife, Gardein, Yves, Field Roast, Tofurkey, Sol ‎‎Cuisine, Daiya, Silk, Tofutti and Earth Island to name a few. Many of these brands make both plant-based ‎‎proteins and dairy alternatives and also carry both retail product lines as well as food service product lines. The ‎‎primary competitive factors that exist in this industry include:‎

‎Preposterous Foods is our food manufacturing division and is a wholly owned subsidiary of Odd Burger Corporation. Our manufactured products are currently designed for the food service industry and we currently supply these ‎‎products only to our own restaurant chain, although we have started the process of offering select products to foodservice customers outside of the Odd Burger system. We believe that we are competitive in this space in several areas with ‎‎the potential to become much more competitive as we grow our distribution and sales channels. In particular, we ‎‎excel at cost, value, taste and texture, ingredient profile and ease of handling. We are also a nut-free and diary free ‎‎production facility, which reduces significant allergen risks for consumers. As we continue to develop our product line, we plan to expand our gluten-free and soy-free ‎‎options, and implement processes and facilities to ensure that these items are free of these allergens. One of the cornerstones of our food production methodology is the use of more natural and less processed ingredients. This provides consumers with food that they can feel better about eating, because the ingredients are relatable and understandable. Ultimately, we believe a growing number of consumers want food that tastes good, and provides some health benefits. Our ingredient selection is designed to meet this evolving consumer demand.

Our branding and packaging are ‎‎currently designed only for food service use; however, part of our goal is to launch retail products and thus develop ‎‎additional product and branding assets to support this endeavor. Once we launch our retail product line, we will ‎‎develop our sales channels and distribution partners to support this growth. Ultimately, we have a ‎proven product ‎line that has potential in both the food service space (beyond just servicing Odd Burger Restaurants) and the retail space. We are ‎competing against brands with far ‎greater resources, better distribution partners, longer operating histories, more ‎certification and higher production ‎capacities. We will require substantial resources and effort to bring our products ‎to a broader market and compete ‎in this industry.‎

Fast Food

The highly processed, factory farmed animal protein typically used by the fast food industry faces several potential challenges and concerns, including:

Sustainability challenges with production: two times the global greenhouse gas emissions (including livestock feed and as compared with plant-based equivalents)(Nature Food, Sept. 2021), large land acreage usage (MDPI, Sept. 2020) and potential loss of biodiversity (wp.lancs.ac.uk, Jan. 2021);

Health concerns with consumption: high cholesterol and saturated fat, low fiber (Clevland Clinic, Oct. 2021, SF Gate, Dec. 2018), increased risk factors for cancer, diabetes and heart disease (pubmed, 2015); and

Potential ethical issues posed by an estimated 80 billion land animals killed annually for food (faunaytics.org, July 2020).

The fast food industry is a highly competitive market with long term and established brands that have a large and ‎‎loyal customer base. These brands include: McDonalds, A&W, Wendy’s, Burger King, Harvey’s, Dairy Queen, ‎‎Arby’s and KFC to name a few. Many of these brands are now including some plant-based options into their ‎‎menus by partnering with various plant-based food manufacturers. There are also some plant-based fast food ‎‎chains beginning to emerge, including: Plant Power Fast Food, Slutty Vegan, Neat Burger, Halo Burger, Lord of Fries, and several ‎‎other small players. The primary competitive factors in the fast food industry include:‎

‎The Odd Burger fast food chain is currently well developed and highly competitive in many areas. In terms of cost, many ‎of ‎our menu items are within one dollar of large chains such as McDonalds, and price-matched on many menu items at other ‎‎smaller chains such as A&W. Given the importance that price plays in the fast food model, this is a critically important ‎‎accomplishment.

Our speed of service is slower than other major chains because we make our food to order rather than ‎‎use hot-holding. Because speed of service is critical to success in the fast food industry, we were challenged to ‎‎operate as a drive-thru model. We are of the opinion that the quality of product suffers with the use of hot-‎‎holding, thus we made the decision to focus on delivery sales channels rather than drive-thru. We believe that with further investments into our kitchen and automation technology, we will be able to achieve faster service, while still making food to order. Enhancing our kitchen technology will require a significant amount of research and development as well as investment.

Many fast food chains lack options ‎‎for customers with allergies and do not have significant staff training procedures in place to make their restaurants more allergen friendly. For example, rarely will fast food restaurants offer a gluten friendly bun or use separate cooking equipment for allergen sensitive guests. Furthermore, nearly every fast food chain uses dairy or eggs in their ingredients which are a major source of allergens. Odd Burger offers a completely dairy free, nut free and egg free dining experience and also offers a number of gluten free and soy free options which provides a plethora of options for customers with allergies. Furthermore, our staff are trained to use separate cooking surfaces and change their gloves for guests with allergies in order to reduce cross contamination. We believe that the allergen market is severely underserviced in the fast food industry and provides and additional market for Odd Burger to capitalize on.

Furthermore, ingredient quality is something that fast food has always been criticized for because most chains use highly processed ingredients in order to maximize flavour and reduce cost. We use much more natural and simple plant-based ingredients ‎‎that are not available at other chains. These products are manufactured by our food technology division, Preposterous Foods, allowing us to create a truly unique menu which is completely under our control. In terms of nutritional profile, we are comparable with other ‎‎fast food chains in terms of fat, sodium and calorie metrics. We don’t claim that Odd Burger is healthy, however we do claim that we are healthier fast food because of our focus on quality, plant-based ingredients. We use the word healthier, because we believe that our customers benefit from eating plant-‎‎based fast food because of increased fiber content, no cholesterol and no growth hormones. However, we want to ensure that our food is still appealing and indulgent to consumers and so we believe that there is an important balance between flavour and nutrition profiles.

We believe that consumers will be increasingly driven towards fast food that is more sustainable and better for the environment, especially as global warming worsens. We believe that Odd Burger is one of the most sustainable fast food concepts in the market because we are 100% plant based, our equipment and cooking practices are some of the most efficient in the industry and all of our packaging is 100% compostable. Our plant-based menu has significant sustainability advantages as the carbon footprint and water usage of a plant-based diet is significantly lower than animal-based foods. We are also investigating how to make our restaurants 100% garbage free for consumers by composting all of our consumer-side waste. Together we believe that our focus on sustainability and environment will be a critical competitive advantage over other chains that aren’t as focused on these initiatives.

Our store locations are optimized for delivery rather than offering large in-door dining rooms or drive thru services. We believe that delivery is the most significant sales channel for fast food in the future as more and more employees are now able to work from home. Furthermore, by optimizing ‎‎under these conditions, our smaller store footprint greatly reduce our operating costs and our chain does not have the legacy infrastructure of other more established chains. Currently we are a smaller player in terms of store count, however, we believe that with ‎an ‎increased number of locations our model will dominate the market as consumers shift their preference towards more sustainable plant-based fast food. The market is currently dominated by massive players with far greater resources, access to many ‎‎more customers due to huge numbers of locations and massive marketing budgets. Despite this, we feel that with ‎‎significant investment, a focus on technology and efficiency and rapid growth through a franchise model we are able to capture a large part of the plant-based fast food market. ‎

Operations Overview

Our overall operations are divided into three primary divisions: Corporate-owned restaurant operations, franchise restaurant operations and food manufacturing operations. Corporate owned restaurant locations are operated by our corporate team and provides a direct to consumer sales channel for the company, where the Company has control over all staff and service provided to the customers. Franchise restaurants are owned and operated by franchisees and franchisees are managed in a cooperative effort between Odd Burger’s franchise division as well the Area Representatives for each territory. Franchisees operate their own store, hire their own staff and provide service to customers. Franchisees pay the Company an upfront franchise free and recurring royalties on gross revenue, which is split between the Company and the Area Representative. The company’s manufacturing division, Preposterous Foods is where the Company produces the plant-based proteins and sauces for the corporate-owned and franchise-owned restaurant divisions. Food is manufactured in a Company owned manufacturing facility and then distributed through our distribution partners to the restaurants. Franchisees are required to use approved suppliers and therefore they are required to purchase their proteins and sauces from Preposterous Foods. Preposterous Foods is also in the process of offering select food products to external restaurants as well as developing a consumer product line for sale in grocery stores.

Restaurant Operations

Corporate-Owned Restaurant Operations

Odd Burger currently operates 6 corporate-owned restaurants. All corporate restaurant locations are in Ontario and include: Toronto, Vaughan, London, Waterloo, Hamilton and Whitby.‎ The corporate locations are managed by our operations manager, as well as on-site managers for each location. Each corporate locations has a staffing of approximately 10 people which include crew members, supervisors and a manager. Corporate locations are open 7 days per week and operate between the hours of 11am-9pm during the week, with hours extending on Friday and Saturday to 11pm closing time. Breakfast hours are still being considered, however this decision will likely vary by location.

Franchisee-Owned Restaurant Operations

Odd Burger currently has one franchise location operational in Windsor, ON. This location opened in the Summer of 2020. We have also signed franchise agreements for 5 other locations, including Ottawa ON, Vancouver BC, Victoria BC, Calgary AB and Edmonton AB. These additional franchise locations are in various stages of development with some still under site selection and others under active construction. Franchise locations are managed primarily by an area representative if the franchised locations is within their territory. If a franchised locations is not in an area representative’s territory, then the corporate operations team would manage this location until an area representative takes over the region.

Area Representatives

Area representatives are independent companies that have signed agreements with Odd Burger to oversee and develop a specific territory. The development of a territory includes selling franchise units to individual franchisees, assisting with site selection and lease negotiation, leading the construction process, assisting with store setup and grand opening and providing ongoing support for the franchisees as well as ongoing compliance monitoring for Odd Burger. Area representatives provide localized support for Odd Burger, which greatly reduces the corporate overhead needed to manage a territory and allow for more rapid growth, while still providing optimal support for franchisees. Odd Burger still acts as the franchisor in these agreements, and is still involved in approving franchisees into the system as well as critical decisions with store buildout and design or other operational components. Area representatives are also responsible to develop a set number of locations each year over a specific time period. This gives Odd Burger the ability to better project future demand for its manufactured food products and also provides more defined growth targets. To date Odd Burger has signed two area developments agreements. One agreement was signed in March 2022 with Sai-Ganesh Enterprises and specifies the development of 36 locations in the Canadian provinces of Alberta and British Columbia over 7 years. Furthermore, a development agreement was also signed in June 2022 with the Starke Corporation for the development of 40 locations in the Canadian province of Ontario over 8 years. Area developers generally pay an up-front fee for the right to develop a territory and then Odd Burger shares the franchise fee, development fee and recurring royalties with the area representative as the territory gets developed.

Restaurant Technology Systems and Vendors

Our restaurant technology systems play a key role in managing both corporate locations as well as franchised locations. Our restaurants are managed with a series of technology platforms that provide our corporate operations team, the area representatives and the franchisees with key data ‎‎and metrics to efficiently run the operations.

Our point-of-sale system provides self-checkout kiosk technology in addition to the kitchen display system and customer order status screens. In addition to the in-store technology, our POS provides real-time product/sales reports by location, order speed reporting, remote price management and the ability to implement food costing models.

We use an operations management platform to create and manage task lists that must be completed at certain ‎‎times of the day by our restaurant staff and management. This also provides staff/management a way of ‎‎documenting equipment failures, customer complaints and food issues so that our remote management team can ‎‎help to resolve issues quickly and effectively. We also use the platform to count inventory and create orders for ‎‎suppliers based on predefined inventory par levels ensuring that restaurants are always well supplied. ‎

Our digital menu boards are controlled with Raspberry Pi Linux boxes, running custom scripts and plugged into our menu ‎‎board screens. These menu board devices then connect to a company-managed secure web service, allowing us to ‎‎update digital menu boards remotely and in real time. This menu board technology provides a low cost, highly ‎‎flexible technology solution for digital screen management.

For building temperature control and monitoring we use smart thermostats that can be remotely managed and this system can also be setup to provide alerts if temperatures fall outside of a specific range. These thermostats can also be locked so that they cannot be adjusted by staff on site. This is particularly important as we want to maintain a standard temperature experience across restaurants. We also have implemented fridge and freezer temperature sensors in order to monitor that food is being stored at a safe temperature and identify any issues as early as possible. These sensors will send an alert to our operations team if temperatures are outside of food safe ranges so that appropriate actions can be taken to investigate the cause.

Our music systems are also run through a cloud-controlled service where the operations team can adjust volume levels and the music stations that are playing. This system is not accessible from in-store so staff are not able to adjust the music or volume levels. This is important as we want to ensure that our guest experience is consistent across locations, both in terms of volume levels and music styles that are playing.

We use one centralized management system to connect our various technology platforms ‎‎together into one place and provide upper management with an easy way to monitor all of the ‎operations. The system is also used to track/resolve support issues from our website, enter sales data and labour rates ‎to help track ‎profitability, manage operations tasks and allows members of the operations team a better way to ‎communicate ‎and collaborate on larger projects. By utilizing all of our technology platforms it enables us to scale our operations and open more ‎restaurant locations efficiently, while still ensuring high quality service, happy staff and satisfied customers.

Odd Burger’s automated kitchen technology (coined “Smart Kitchens”) are the cornerstone of how we efficiently serve food. Smart kitchens utilize semi-automated or fully automated cooking technology that is designed to improve efficiency, improve speed and increase consistency. The goal of smart kitchens are also to reduce labour costs and increase the amount of food output that an individual staff member can do. Currently, we utilize specialized rapid cook ovens that are designed to cook proteins in under a minute and are pro-programmed so that staff simply load their proteins in and press a button to cook. Once the program is complete, staff simply remove the protein and add it onto the burger bun. This eliminates the need for our restaurants to have a grill, which requires a tremendous amount of skill and training to operate. Our restaurants also utilize state of the art fryer technology which is used to make all of our deep fried products. Our fryers have auto-filtration technology which keeps our oil cleaner and higher quality while reducing oil usage and waste. The Fryers also utilize automated programs to ensure proper cook times. We also utilize a fully automated coffee machines that can froth plant-based milk and add it on top of espresso-based coffee – greatly reducing the training required on this machine and improving consistency of the final product.

We have also begun initial designs of an auto-garnish machine that is designed to automatically place sauces and produce onto burger buns, bread, wraps, salads and fries. Customers would be able to specify exactly how much sauce or produce they want on their food, which can then be applied the same way regardless of which location the customer visits. This concept of customizable consistency would be novel in the industry and would allow customers to create their own menu items, share them with friends and create their own Odd Burger experience regardless of which location they visit. This technology is still in the design phase and will require significant additional capital to continue to develop. We believe that our Smart Kitchen technology can revolutionize the fast food industry and with continuous investment, Odd Burger will likely see a significant competitive advantage from the development of this proprietary automated cooking technology.

Restaurant Food & Beverage Suppliers

The restaurant operations source product from a variety of suppliers needed to operate the business. The primary supplier is Odd Burger’s manufacturing subsidiary Preposterous Foods, which supply the restaurants with approximately 65% of the food inventory used. Sysco Corporation distributes food products manufactured by Preposterous Foods to the individual restaurant locations, along with other items such as French fries, condiments, packaging and other food items. Restaurants typically source their produce and bread from local suppliers stipulated by Odd Burger. Odd Burger uses Coca Cola as its primary beverage supplier, as well as Minute Maid for juices and Nespresso for Coffee.

Restaurant Service Providers

Odd Burger utilizes a number of service providers to efficiently and safely operate the business. A local linen service company is used to provide clean cloths, rugs, mats and aprons. Soiled linens are picked up weekly and replenished with new ones. The restaurants also utilize chemical management services in order to reduce the risk to staff handling dangerous chemicals and the service also provides proper concentrations of solutions for the restaurants. Chemicals used include dishwashing detergent and sanitizer, floor mopping chemicals, hard service sanitizer and disinfectant. Restaurants also utilize pest control services to monitor for rodent activity and other insects. In cases where pest control services are forced to exterminate, they are required to use methods that cause the least suffering to the animals and ideally utilize live trapping methods or other methods that cause no harm at all (although this may not always be possible or practical to implement). Pest control services are required to keep log books on site for public health officials and also inspect the building for any preventative maintenance that can be done to minimize the ability of pests to enter the building.

Food Manufacturing Operations

Facilities

Preposterous Foods is ‎‎located in an industrial area in London, ON and is a leased space approximately 5,000 square foot in size. We currently produce 13 different plant-based proteins and 8 plant-based sauces. Restaurant locations enter their orders for ‎Preposterous Foods products through the Sysco online ordering portal and these products get delivered along with ‎other products from other vendors listed with Sysco in weekly deliveries. Manufacturing product runs at Preposterous Foods are coordinated through ‎manufacturing software, which allows us to control all ‎aspects of our manufacturing process including inventory, ‎work orders, manufacturing runs, labeling, barcodes/lot ‎numbers, creation of purchase orders and processing of ‎sales orders. ‎

The total food currently produced is approximately 8,000 lbs. of product per week. We estimate that our ‎London ‎production facility can produce 40,000 lbs. of product per week once we add additional staff on both day ‎and night ‎shifts, upgrade our equipment and storage capabilities and increase our shipment frequency to Sysco. Our current facility would support approximately 25 restaurant ‎locations in total with an ‎annualized production in the range of 2,000,000 lbs. ‎ 

In July 2022, The company’s real estate division, Globally Local Real Estate Inc. entered into a land purchase agreement with the City of London ON for the purchase of a 5.5 acre parcel of land in an industrial park. This parcel of land will be the future site for a new 50,000 square foot manufacturing facility for Preposterous Foods. The facility will have the ability to support hundreds of restaurant locations as well as the ability to sell select products to external food service customers. Furthermore, the facility will also have the ability to produce a retail line for sale in grocery stores. The Company has retained an engineering firm to assist with the design and specification of the new facility and expects the facility to take between 1-2 years to construct once permits are approved. The creation of this facility will be the cornerstone of our aggressive growth strategy in franchising, food service sales and retail product sales.

Certification

In December 2018, we engaged a consultant to assist us in beginning the process of ‎‎obtaining our Analysis Critical Control Point (HACCP) and our Good Manufacturing Practices (GMP) certifications. The result of ‎‎this consultation were recommendations for significant renovations to our production space in order to meet ‎‎HACCP and our GMP standards. These renovations were completed approximately 12 months later and included ‎‎the addition of an exhaust plus fire suppression system, new flooring, new lighting and the addition/removal of ‎‎several walls. In July 2020, we engaged a company to aid us in ‎‎completing our HACCP certification. Our HACCP certification was issued in August ‎‎2021 after successfully completing our inspection. We also registered with the Canadian Food Inspection Agency (CFIA), however we are still waiting for an inspection.

Ingredients and suppliers

To date we have not had any significant ‎supply ‎disruptions that we have not been able to overcome, although there is a global shortage of vital wheat gluten, which ‎presents some risks to our manufactured food products and has increased our manufacturing costs for certain products containing this ingredient. We keep fairly large inventories of raw ingredients on ‎hand ‎so that any minor disruptions are less likely to affect us. All of our ingredients are readily available and some can be ‎sourced ‎from alternative suppliers if needed or required. As our production increases, we plan to maintain much ‎larger ‎supplies of raw ingredients. We plan to arrange supply agreements with some of our ‎suppliers and potentially work ‎directly with farmers/processors.

Real Property

Globally Local Real Estate Inc. (GLRE) is the company’s real estate division that manages all of the company’s real estate assets. Globally Local Real Estate Inc. currently holds the majority of leases for corporate locations, however some leases are held for franchise locations and then subleased back to franchisees. The Company has modified its franchise agreement for future locations to have franchisees be on the head lease for restaurant locations and so the Company does not plan on continuing to hold any additional leases going forward on behalf of franchisees. GLRE has also recently entered into its first land purchase agreement for a new manufacturing site in London, ON.

London, Production Centre – The London production centre, operated by Odd Burger Food Services is located at ‎two side-‎by-side units: 505 and 509 Consortium Court, London, ON. The first unit at 509 Consortium Court was ‎leased ‎February 12, 2018 from Skyline Commercial Real Estate Holdings Inc. and is 1495 square feet. The second ‎unit at ‎‎505 Consortium Court was added onto the original lease on May 1, 2018 and is 2955 square feet. The total ‎term on ‎both units was extended until April 2021. The two units were connected with two openings so that the ‎entire space ‎could be used as a single unit. Both units are subject to a 2 year lease term expiring April 30, 2023 and ‎are rented at ‎a rate of CAD$5.60 net per square foot per year. The additional rent on the space is approximately CAD$5.60 ‎per square ‎foot, with yearly adjustments applied as stipulated by our lease. Utilities are separately billed and are in ‎addition to ‎the rent. The production space totals approximately 4500 square feet, with about 10% used as office ‎space and ‎the rest dedicated to production and storage space. Our food truck is parked here and operates out of ‎this ‎facility. The space is leased by Globally Local Real Estate Inc. without any personal guarantees from any ‎of ‎the founders.‎

London, Land Purchase For New Production Center - In July 2022 GLRE entered into a purchase agreement with the City of London, ON for the purchase of a 5.5 acre parcel of land in an industrial park in London, ON. The land purchase price was CAD$115,000 per acre for a total purchase price of CAD$632,500. A 10% deposit was paid to the city for CAD$63,250 and the Company will seek financing for the remaining balance. The Company is currently working on generating its production facility designs for submission of its permit to the City of London. The new production facility must be at least 50,000 square feet in size as stipulated by the land purchase agreement and can be expanded up to a maximum of nearly 150,000 square feet in the future if production needs increase.

Toronto, College Street Restaurant – This location is located at 492 College St., Toronto ON. The location is ‎approximately 900 square feet on the ground ‎floor. It has a full basement with two washrooms and a prep kitchen. ‎The lease was executed in July 2019 with the ‎landlord Palmerston Gates Inc. for a term of 3 years, ‎ending September 30, 2022 and became ‎operational in November 2019. Initially, the rental rate was CAD$87 per square ‎feet including taxes, building ‎management, heat and gas. In June 2020, the landlord reduced the rent to CAD$80 gross ‎per square feet. As well, a ‎lease extension was executed, extending the term until September 30, 2025. The space is ‎leased by GLRE without any personal guarantees from any of the founders.

Toronto, 731 Broadview Avenue Restaurant – This 1100 square foot location currently under development is a ‎former fast food restaurant, with patio. A binding offer to lease was signed with an independent landlord and a ‎lease term of 10 years with 2x5 year renewal options. The space is ‎head leased by GLRE and it is strategically located within a two minute walk from the ‎Broadview subway station, Riverdale Park, and right next to the Don Valley Parkway. This location opening has ‎been substantially delayed due to landlord work that was not completed to code. The construction was halted, and ‎the landlord has since been working to rectify the deficiencies. Permits have since been resubmitted and approved by the City of Toronto, which includes the work that needs to be completed by the Landlord and the Landlord is now in the process of completing this work at which point Odd Burger can complete its work for the site. The projected opening date has since been moved to late 2022, however there remains risk of further delays.‎

Vaughan, 9960 Dufferin Street Restaurant – This 1100 square foot is a new build from shell. A binding offer to ‎lease was signed with Embee Properties, and the location opened in July 2021, with a lease term of 10 years with ‎‎2x5 year renewal options. The space is head leased by GLRE and it’s anchored by ‎Shoppers Drug Mart, LCBO, and Highland Farms.‎

‎Waterloo, Waterloo Town Square, 75 King St S Restaurant - This 1021 square foot location opened in September 2021 ‎and was a former restaurant. A binding offer to lease was signed with an independent landlord on February 8, 2021 ‎with a lease term of 10 years with 2x5 year renewal options. The space is head leased by GLRE and it’s anchored by LCBO, Valu-Mart, and has co-tenancies such as Beertown, Cora, Starbucks, SPINCO, ‎and more.‎

Hamilton, Kingfisher Plaza, 920 Upper Wentworth Street Restaurant - This 1063 square foot location, with ‎patio, opened in October 2021. A binding offer to lease was signed with ‎BentallGreenOak and Equitable Life of Canada on February 17, 2021, with a projected possession date of May 1, ‎‎2021 and a term of 10 years + 1x5 year option. The space is head leased by GLRE and ‎has co-tenancies such as Mark’s, Subway, Canada Computers, and Sleep Country Canada. Additionally, it is ‎shadow anchored by Lime Ridge Mall, Dollarama, Staples, The Bay, and more.‎

London, Wellington Corners, 631-645 Commissioners Rd East Restaurant - This 1059 square foot location ‎opened in August 2021. A binding offer to lease was signed with First Capital Realty on March 3, 2021. The space ‎is head leased by GLRE and is anchored by FreshCo with co-tenancies such as Bank of ‎Montreal, Tokyo Smoke, Starbucks, Subway, Pet Valu, and more.‎

‎Oshawa, 212 Ritson Road North Restaurant - This 1200 square foot location is under development and is a new ‎build. A binding offer to lease was signed with CHOICE REIT and RICE on March 4, 2021, with a projected ‎possession date of November, 2022, a projected opening date in early 2023, and a term of 10 years + 2x5 ‎year options. The space is head leased by GLRE and is anchored by Costco, No Frills, ‎Dollarama, Goodlife Fitness, Bulk Barn, LCBO, the Beer Store, with co-tenancies such as BMO, Panera Bread, ‎Mucho Burrito, Burger King, Popeye’s, and more.‎

Whitby, 150 Taunton Road Restaurant - This 1021 square foot location is in a developed area at the corner of ‎Taunton Road West and Baldwin Street opened April 2022. A binding offer to lease was signed with Calloway REIT August 10, 2021 with a term of ‎‎10 years + 5 year option. The space is head leased by GLRE and is located near a ‎Walmart Supercentre, Loblaw Grocery and Pharmacy, TD Canada Trust, LCBO, the Beer Store, with co-tenancies ‎such as Cora’s, Bulk Barn, Sally Beauty, and more. ‎

Brampton, 9055 Airport Road - This 1031 square foot location is a developed location located at the north-west ‎corner of Airport Rd & Queen St E, one of Brampton’s busiest intersections. A binding offer to lease was signed with ‎Airport Highway 7 Developments Limited on August 23, 2021, with a possession date of April ‎‎2021, a projected opening date of August, 2022, and a term 10 years + 5-year option. The space is head leased by ‎Globally Local Real Estate Inc., and is anchored by Home Depot, Petsmart and the Brampton Town Center mall, with co-tenancies such as Booster Juice, ‎Firehouse Subs with strong co-tenants such as RBC, TD Bank, CIBC, Bed Bath & Beyond, Cora’s, Pizza Hut, Thai ‎Express, and more. This location is a short drive from highway 410, 407, and 427. ‎

Calgary, 1515-14^th Street SW – This 1,664 square foot location is under development and is a new build. A binding offer to lease was signed with LUK & SONS LTD on January 6, 2022 with a projected possession date of June 1, 2021, a projected opening date of December 2022, and a term of 10 years + 2x5 year options. The space is head leased by Globally Local Real Estate Inc.

Marketing Strategy

Direct Advertising – Odd Burger’s franchise division collects a 2.5% fee on gross sales from franchisees that are allocated towards promotion of franchised restaurant locations and the Odd Burger brand. Generally, the funds are evenly distributed among local marketing efforts (for individual franchise locations) and national marketing campaigns to benefit all franchisees. The overall direct advertising and marketing strategies, including local and national allocations of funds, are managed by the Company’s leadership team.

Physical Locations – Our restaurant locations are one of our most powerful marketing tools because this is where ‎‎customers ultimately eat our food and fully experience our brand. The restaurant locations are styled in a way that ‎‎is consistent with our branding guide, which provides consistent colours, fonts, signage, interior murals, digital menu ‎‎boards and paint colours. Our branding guide allows us to tie the restaurant experience directly into the online ‎‎experience where we primarily promote our food in order to provide continuity and consistency with our ‎branding. ‎We also use our interior and exterior wall space to convey messaging about our products, ingredients, ‎brand, ethics ‎and other important ideas that we want to convey to our customers. Customers often use our ‎backdrops for taking ‎pictures and sharing content thus providing a critically important place for customers to ‎capture our brand and ‎experience.‎

Packaging – Our packaging is a key marketing tool that we use to reinforce our brand, both in store and at the ‎‎customer’s home/office. As we have evolved to a primarily takeout and delivery-based business, our packaging ‎‎has become even more important. Nearly all of our packaging is branded with Odd Burger colours, messaging and ‎logo and includes boxes, takeout bags, cups, fry bags, burger wraps and stickers. All of our packaging is plastic-free and as an alternative we use compostable paper and plant-based materials in ‎our ‎packaging which is a critically important part of our environmental leadership objectives. Our packaging is ‎‎ultimately what customers take away with them and is what gets photographed and posted on social media, thus it ‎‎is a key part of their food experience. ‎ We plan on implementing operational procedures to divert waste from landfills and compost our customer garbage once all branded packaging inventories stabilize.

Website – Our website is primarily a support tool and resource centre for customers seeking information and also to ‎‎provide various means of contact. All of our ingredients and allergens are listed on our website along with detailed ‎‎pictures of each product. We are currently working on the addition of a complete nutritional analysis of each menu ‎‎item so that customers can more easily integrate our food into any dietary programs. In addition, interested ‎‎persons can learn more about franchising and about our brand in general. We have integrated webforms that tie ‎‎directly into our CRM system so that franchise leads will automatically enter our sales pipeline. We track support ‎‎tickets from customers to ensure that we follow up with all customer inquiries. Our website is search engine ‎‎optimized and designed in such a way to provide maximum search results targeted at anyone searching for vegan ‎‎fast food.‎

Odd Burger App – Our app is a new marketing product that launched in July 2022 which is available for download on the Apple or Android marketplace. Our app features the ability for customers to place orders for pickup or delivery, earn points with each purchase, earn rewards at certain point levels, refer friends for a reward and receive important notifications about promotions and specials. The app also allows us to target specific customers and provide them with incentives to return to Odd Burger. The App provides a way for us to know our customers, engage with them and market directly to them without paying a third party social platform.

Social Media Marketing – Social media is our primary marketing tool. We have a strong following on both ‎‎Instagram and Facebook with high engagement rates. We also have more recently ‎started ‎building our LinkedIn, TikTok and Twitter pages, however, these platforms are still to be fully realized. Engagement is always ‎‎the most critical measure of success in any social media post and we design content to be fun and trendy. We post ‎‎on our social platforms every other day and we have a social media team that creates content on a regular basis. ‎‎This includes bi-monthly photo shoots, video production, digital graphics and the creation of copy. We engage with ‎our followers in near real-time so that they feel a sense of presence and community with ‎us. Most of our marketing ‎budget is spent on social media platforms where we promote posts or ‎advertisements.‎

Influencer Partnerships – Influencer partnerships are a key part of our marketing strategy as it creates engagement ‎on other pages about our brand. We currently partner primarily with food-based influencers or vegan influencers. ‎Our typical influencer has between 2,000-20,000 followers. We have also ‎partnered directly with other larger ‎influencers such as EdgyVeg (over 100,000 followers). We ‎plan to commit substantial marketing dollars for our influencer program as we partner with influencers ‎with a larger ‎followings and expand our micro-influencer program to other cities outside of Toronto.‎

Festivals/Special Events – Although most food festivals were canceled for the 2020/2021 seasons due to COVID-‎‎19, we ‎have had success marketing our brand with our food truck at these events. We have regularly seen ‎huge ‎lineups and have often sold out at these events, feeding thousands of people in a single day. We have a great ‎deal ‎of experience participating in large high-volume events, and we plan to attend and expand our festival ‎attendance ‎at some point in the future. Festivals allow us to bring our brand to new territories and obtain ‎marketing data ‎about a specific region without investing capital into a physical location. We also have the ability ‎to cater weddings ‎and other special events, further providing additional marketing opportunities.‎ Currently our mobile food truck is not operational, but may resume operations at some point in the future.

Charitable Partnerships – We have worked with many vegan and social justice non-profit organizations. We ‎‎believe that giving back to our community is a core part of our brand and mission, and that we also benefit from ‎‎these partnerships through co-marketing. Partnerships include store openings, festivals, special events and other ‎‎related activities whereby we donate money directly and provide exposure to farm sanctuaries, vegan social justice ‎‎organizations and human social justice organizations. We have donated 50% of sales to the Animal Save ‎Movement at each of our grand opening events, creating a donation of between CAD$2000-CAD$3000 per event this this ‎organization. We plan to greatly expand this initiative and further our ‎support of a vast number of community ‎organizations.

Government Regulations

Government regulation is a large part of the food industry. There are numerous regulatory bodies that are involved ‎‎in all parts of food manufacturing and serving food to the public. On the food manufacturing side, the primary ‎‎governing bodies involved are the Canadian Food Inspection Agency (CFIA) and Health Canada. These agencies ‎‎govern the manufacturing, distribution, labelling and advertising of consumer food products. On the restaurant ‎‎side, local public health officials oversee safe food handling practices performed by the restaurant staff and at the ‎‎restaurant facility.‎

All government food and health agencies have the right to inspect our facilities without notice and to ensure that we ‎‎are compliant with the regulations. The current laws and regulations that impact our business and operations in ‎‎Canada include:‎

Federal Regulation

The main federal laws fall under the following Acts & Regulations: The Safe Food for Canadians Act and ‎‎Regulations, and The Food and Drugs Act (FDA) and Regulations. Food labeling is shared between the Canadian ‎‎Food and Inspection Agency (CFIA) and Health Canada. Pursuant to the FDA, Health Canada administers ‎‎regulations regarding health and safety, nutritional quality, the labeling of nutrients or health concerns, presence of ‎‎allergens, and expiration dates. In recent years a number of companies that produce plant-based protein and dairy ‎‎alternatives have come under scrutiny for their use of the terms “meat,” “burgers” or “cheese,” to name a few. The ‎‎CFIA can impose harsh penalties for companies that mislead consumers and can impose fines up to CAD$250,000. On ‎‎occasion, producers were forced to change their use of the word completely, or add a hyphenated version or a ‎‎version with a different spelling. This was so as to avoid consumer confusion and to ensure that plant-based ‎‎products are clearly marked for what they are. We use every effort to properly distinguish our products as plant-‎‎based, including using words such as bacUN or chickUN and, in addition, adding the words plant-based as a ‎prefix. ‎We use the term “meat” in relation to a general word used for plant-based protein. Since we are still in the ‎process ‎of launching our retail products, our descriptions and product labels have not yet been reviewed by our legal ‎team, ‎which is part of the planning and process before the launch of these products. ‎‎

Provincial/Municipal Regulation

The Ontario Health Protections and Promotions Act requires at least one staff person with their Safe Food Handler ‎‎Certificate be on site at all times. We ensure that all managers and supervisors have acquired their Certificates and ‎‎that someone is on site at all times. Our restaurants operate subject to the regulation of local health officials, ‎‎currently including the Middlesex Public Health Unit, Windsor-Essex Public Health Unit and Toronto Public ‎Health. ‎We have passed all certification standards and currently hold Green Pass designations at all locations. We ‎are ‎inspected semi-annually, thus certification may be affected based on the results of inspections and any ‎corrective ‎actions required. We operate pursuant to the highest health standards and typically work with public ‎health ‎personnel to immediately correct any concerns to ensure the continued operations of our restaurants. Failure ‎to ‎pass inspection can result in cancellation of the business license, immediate closure of the business, prosecution, ‎‎inventory confiscation, fines, and damage to brand and reputation along with the public disclosure of reported ‎‎infractions. ‎

Intangible Assets

Trademarks

Our intellectual property and its protection are crucial to the operation of our business. We are committed to developing and protecting our intellectual property and, where appropriate, filing trademark applications or securing licenses to trademarks to protect our technology. We rely on a combination of copyright, trademark and other agreements with employees and third parties to establish and protect our proprietary intellectual property rights. We have registered trademarks for the following:

Trade Secrets

We have a number of trade secrets that are critical to our success, with the majority of these held by our ‎‎manufacturing company, Preposterous Foods. Our proprietary recipes, processes and formulae are all trade secrets ‎‎and we consider these to be highly confidential. Our employees all have a confidentiality clause in their ‎‎employment contracts that prohibit them from disclosing information to our competitors or anyone outside of the ‎‎organization. We rely on our employee agreements to protect our proprietary information. Our technology system ‎‎allows us to partially obfuscate our information by limiting access to full recipes and processes. We have broken ‎‎up our manufacturing process into smaller sections where staff work only on part of the manufacturing process and ‎‎often do not always see the full end-to-end production process of a given product. We plan to increase our ‎‎investment in automation technology at our manufacturing centre, which will further protect our trade secrets by ‎‎having machines replace people for some of the tasks. We believe that we have implemented a strong program ‎to ‎continue the protection of our trade secrets with many processes and legal protections already in place.‎

URL & Social Media

We have a number of URL addresses and social media handles that we consider to be intangible assets. We ‎‎currently own the following URL addresses: preposterousfoods.com, oddburger.com, oddshawarma.com, oddpizza.com, oddburrito.com, oddsubs.com, oddbutcher.com, oddkebab.com, oddwok.com. We also own the ‎following Instagram ‎handles: @preposterousfoods, @oddburgerfastfood. Twitter handles: @oddburger and @preposterousfoods, TikTok handles: @oddburger, @preposterousfoods

‎Cycles

We expect to have more demand at our restaurant locations during the summer months due to increased seasonal ‎‎sales of our ice cream products and generally additional foot traffic from in-store orders. During the winter months ‎‎we generally see a larger demand for delivery. We have seen a reduction in demand during major ‎‎holidays, as people generally eat less fast food during these times.‎

‎Employees

As of the June 30, 2022, Odd Burger ‎has 71 total employees, 11 of whom ‎are employed on a full time ‎salary basis and 60 who are hourly. We have not included employees of any franchised locations as those ‎employment agreements are ‎signed with the franchisee.‎

‎Workplace Values and Environment

Odd Burger is proudly vegan and this fundamentally drives our workplace and the environment in which we ‎‎operate. Vegan ethics differs from a simple plant-based diet in that it implies a moral baseline by which vegans ‎‎avoid all use or exploitation of animals. It extends to things such as furniture, clothing, art and other products not ‎‎necessarily related to food. Our mission drives our business and the following are important workplace values and ‎‎environmental practices that we have put in place:‎

Vegan community: We are strong supporters of vegan charitable organizations and farm sanctuaries, often holding ‎‎fundraisers at restaurant openings and raising money at anniversary events and during holiday seasons. It is our ‎‎mission to promote goodness in the world and this is a major contribution to that positive change.‎

Natural and Wholesome Ingredients: We believe that whole foods and natural plant-based ingredients are key to ‎‎improving human health and providing customers with food that will both nourish them and taste great. Our ‎‎commitment is to continue developing foods that are minimally processed and provide some positive health ‎‎benefits over traditional fast food.

Gender diversity: We believe that all genders should be equally represented and respected in our organization, ‎‎especially in management positions. This includes our gender neutral bathrooms, supporting the LGBTQ+ ‎‎community, providing a safe space for all genders at the work ‎‎place and empowering women throughout our organization in senior roles (one of our founders is a woman, as are ‎‎many past and present managers).‎

Racial diversity: We believe that all races should be equally represented, supported and respected in our ‎‎organization, especially in management positions. As an organization we have ‎‎committed to ensuring that racially diverse, qualified individuals are supported and encouraged to participate in all ‎‎aspects of Odd Burger, especially in management positions. ‎

Environmental Stewardship: We believe that our environmental mission is one of our most important tasks. We ‎‎believe that the world is in critical need of direction in terms of fixing our environmental problems. We believe that ‎‎our efforts to transform the fast food industry into a plant-based industry will have a positive ‎impact. All of our ‎consumer packaging is free of plastic and most is fully compostable. We do not use plastic bottles, bags, ‎forks or any plastic ‎or Styrofoam containers. We also are piloting a ‎waste diversion ‎program, which helps us to properly recycle, compost and ‎dispose of our ‎waste responsibly, while diverting as much as possible away from landfill.‎ Through this pilot program, we plan on composing all of our fast food packaging in store in the next 1-2 years.

Workplace harassment policies: We ‎have developed workplace harassment policies to which all employees are adhere to. We have made great effort to develop ‎and ‎document clear and open channels of communication that flow directly to senior management with the goal ‎that ‎employees can feel safe and secure in the workplace.

‎Impact of Covid-19 Pandemic‎

In March 2020, the COVID-19 pandemic spread to our area of Southwestern Ontario and had a significant impact ‎‎on our operations. The government imposed strict lockdown measures and quarantines which forced us to ‎‎temporarily close our operations while we put safety procedures and policies in place to handle the new health and ‎‎safety risks. To date the COVID-19 pandemic has affected our operations in several ways, requiring that we respond ‎‎with a number of adaptations to our business model:‎

Impact on restaurant operations

The restaurant operations have shifted to primarily a take-out and delivery sales channels since the start of the Covid-19 pandemic and have remained this way since. We have reduced our dependency on dine-in seating to drive sales ‎‎while also offering outdoor seating (weather/location permitting). We have also shifted to a cashless model, where customers can enter orders ‎‎only through our self-checkout terminals or place orders online for pickup and delivery thereby reducing direct contact between staff and customers. In the past we have also followed all other public health procedures successfully including mask enforcement, physical distancing, staff screening and sanitisation protocols, although many of these protocols are no longer required by public health officials. To date, our operations have not been significantly affected due to staff exposures to COVID-19.‎ We believe that we have sufficient safety measures in ‎‎place to provide a safe workplace and customer experience so that our business will continue to show strong growth ‎‎despite a potential resurgence of Covid-19.

Impact on food truck

Our food truck business line was not operational in 2020, 2021 or 2022 due to the cancellation of many festivals, concerts and large ‎‎gatherings. Our food truck business line depends on these events, thus we were forced to discontinue operations. ‎‎With the easing of COVID-19 restrictions we plan to relaunch our food truck operations in calendar year 2023.

Impact on food manufacturing

In the wake of COVID-19, adjustment to processes and procedures have been made at our food production facility. ‎‎Since there are no customers attending this facility, these adjustments have been policy driven and minor in nature. ‎‎We have implemented policies similar to our restaurants regarding masks, staff pre-screening health checks and ‎‎social distancing staff wherever possible, however many of these policies are no longer required by public health. Since the COVID-19 ‎‎pandemic began there have been no disruptions in food production and there have been no issues with our supply ‎‎chain that we were not able to overcome. Our operations have not been significantly affected due to staff exposures to COVID-19 and we have not had any public health reported ‎‎outbreaks. We continue to monitor the situation and follow public health best practices if there is a resurgence of Covid-19.

‎Future Developments and Growth Strategy

We believe that Odd Burger has significant growth potential across our organization with the ability to ‎substantially ‎disrupt the fast food industry. Our growth strategy is focused primarily on the addition of new restaurant locations with small footprints, low costs and optimized for ‎delivery coverage. Initially, our expansion was driven primarily by corporate restaurant ‎locations, however our future growth strategy will focus on franchise store expansion. Furthermore, we believe ‎that our Preposterous Foods manufacturing division, can drive significant revenue and can gain market share in both the foodservice space as well as the retail space through strategic product launches. Our planned expansion of the new Preposterous Foods manufacturing facility will be a primary driving force in our ability to service both our restaurant growth as well as new external food service customers and retail customers. We will also continue to develop our proprietary automation technology for our restaurants that will focus on creating robotics and software ‎systems to enhance the efficiency of the restaurant operations.

Preposterous Foods Facility Expansion

A major source of our planned growth will be through our food manufacturing division, Preposterous Foods. We have ‎‎recently completed our HACCP/GMP and have passed certification at our current facility and are awaiting our inspection from the Canadian Food Inspection Agency. This certification ‎will allow us to launch our ‎wholesale program and bring products into other external restaurant chains through our food service product line. ‎We are currently ‎focusing on food service product lines as we have already developed the products and have potential ‎distribution to many external restaurant customers through our partnership with Sysco. We plan on achieving significantly increased production capacity through the development of our new manufacturing facility in London, ON. The new facility is approximately 10 times the size of our current facility and will be designed to be highly automated and produce all our products much more efficiently than we are currently producing them. This will reduce a lot of manual labour steps that are currently involved in our manufacturing process and should greatly increase the profitability and output of the Preposterous Foods division.

Preposterous Foods Product Development

We are currently working on a number of new product launches from Preposterous Foods. These products will be launched into our Odd Burger restaurant division as new menu options. These items include:

Chickpea Patty (Gluten Free/Soy Free Version) – Our current chickpea patty has been in production for several ‎‎years and has been the cornerstone of our most popular burgers. Customers love the healthy aspects of this burger ‎‎and that it is made with whole food plant-based ingredients. We are currently working on the development of a ‎‎gluten-free and soy-free version to appeal to a broader spectrum of customers. The first version has been field ‎‎tested, however, a number of adjustments will be required to ensure that the taste and texture match our current ‎‎product. We expect this new allergen friendly version to replace our current version in 2022.

Fillet NO’ Fish Patty – An amazing fish free burger that we believe tastes even better than the original. This ‎product is still in the ‎early stage of development, with significant prototypes yet to be developed. We plan to ‎continue with ‎the development and product launch anticipated in 2022.

Tartar Sauce – Creamy, indulgent and a perfect match for our plant-based fishless fillet. This product will have as ‎‎its base our dairy free sauce which is used as a base in many of our other sauces currently in production. A test ‎‎version has been created and it will be field tested with our own plant-based fishless patty. This product is in its early ‎‎development and is expected to launch in 2022.

Odd Burger Canadian Franchise Expansion

Odd Burger will continue to focus on the expansion of its restaurant store count through a franchise growth model in the Canadian market. In Canada, we charge a CAD$35,000 franchise when each franchise agreement is executed and then charge a 5% royalty on gross sales for the duration of the franchise agreement. Franchisees also contribute 2.5% of gross sales to an advertising fund that is used to promote the brand as a whole as well and drive local traffic to each restaurant location. Franchising reduces the capital expenditure needed by the Company and provides local operators in each community the opportunity to run their own business and support their customers. In early 2022, we started utilizing a franchise growth strategy that involved selling territories to area representatives who would assist us in selling individual franchise units in their territory and help to support local operators. Area representatives get a split of the franchise fees and recurring royalty for compensation to develop and maintain restaurants in their area. In March 2022 and June 2022 we sold the territory rights for Alberta/British Columbia and Ontario respectively. This strategy is something that we plan on utilizing going forward in territories across North America as it has proved to be extremely effective so far. This also allows us to lock in our growth objectives as area representative must develop a specific number of locations each year. In addition, we receive a one-time licensing fee from the area representative in each territory. So far we have 92 locations operational or under development agreements in the Canadian market.

Odd Burger International Franchise Expansion

For our international strategy we plan to first focus on the U.S. market. Over the next 6 to 12 months ‎we intend to establish ‎key partnerships and relationships with industry professionals, potential area representatives and potential ‎franchisees in the US. In July 2022, we successfully drafted our U.S. franchise agreement in addition to our U.S. area representative agreement. We plan to begin the process of registering Odd Burger and our franchise agreements in any U.S. states that require registration. Currently we are seeking area representatives in specific states including, but not limited to, New York, Ohio, Illinois, Michigan, and Washington.

Outside of the U.S., our ‎international growth ‎strategy will be established and likely ready to implement within 1-2 years.‎

Odd Burger Franchise Sales Growth

We require our potential franchise partners to have a minimum of CAD$150,000 in liquid cash, and a ‎minimum net ‎worth of CAD$300,000. We prefer that our partners have previous restaurant experience, that ‎they are passionate about ‎our food and our mission. We prefer franchisees that desire to be owner-operators and we do not permit absent owners or investors in our system.

For franchise lead generation, we source potential franchisees through our marketing efforts and our lead ‎generation ‎partnerships. Additionally, we generate leads from targeted social media ads, as well as organic website traffic. Leads fill out our franchising application on our website, which initiates our sales team or area representatives to follow up with them. In the ‎future, we will expand our franchising efforts to include franchise shows and ‎additional lead generation ‎sources. Area representatives also provide leads through their individual networks.

Once a lead is received, we use internal management tools to qualify and follow up in a timely ‎manner. We move ‎‎”qualified” leads (those who meet our minimum requirements) to our interview ‎process, where we perform a video ‎conference interview to assess the viability of any candidate. ‎During these interviews we discuss their interest in the ‎brand, their past work experience and their vision for ‎operating their potential store. After the interview, we make an ‎assessment of the candidate’s viability, and if they pass this initial stage we ‎then invite them to ‎complete our application in which they answer important questions and detail their financial ‎standing. ‎Once the application is returned, and if the franchise lead meets our requirements, we present them with ‎‎opportunities within our system to franchise an existing store, or to franchise a store in development. Once their decision is ‎made we disclose to them and, at the expiry of the disclosure ‎period, the Franchise Agreement is finalized, executed ‎by all parties and funds are received from the ‎franchisee.‎

Once in our system, we provide extensive training to our franchise partners through a ‎combination of our online ‎training platform and our hands-on, in-store training program, along with ‎ongoing support to ensure they have the ‎resources and help needed to be successful‎. Area representatives are very involved in the store setup and training process and provide on-site support for franchisees.

Franchise Fee and Investment of Franchisees in Odd Burger Corporation

Franchisors typically charge franchisees a fee for purchasing a franchise and joining their franchise system. Historically, we have charged a single unit franchise fee in the range of CAD$25,000-$35,000 payable in cash at the time of the signing of the franchise agreement.

Recently, we have developed a program to encourage franchisees to become investors in the Company by agreeing to waive the initial franchise fee payable to purchase a franchise for franchisees that chose to invest an equivalent amount as the franchise fee in the Company’s common shares.‎ Franchisees can invest directly with the Company through one of the Company’s offerings from treasury or, with the consent of Odd Burger Franchise Inc., the operating entity for the Company’s franchises, the franchisee can instead acquire the Company’s common shares in the public market.‎ For the franchise fee to be waived, franchisees are required to hold the common shares acquired for a period of 12 months from acquisition of the shares.‎

This program allows franchisees to benefit from the growth of the whole company and provides ‎tremendous unity across the franchise organization so everyone is working towards the same ‎goal of increased growth and profitability.‎

As of February  , 2023, 8 franchisees had expressed an interest in becoming investors in the Company and had invested an aggregate of $495,000 in the Company’s common shares (and warrants). The franchisees who invested in the Company’s common shares through this program are eligible to qualify for the waiver of franchise fees.

Odd Burger Technology Initiatives

A major area for technological developments is in the automation solutions used at our restaurants. Partially automating the preparation of food has already had tremendous benefits for our operations by reducing staffing needs, reducing training time for new hires and improving consistency. The goal of expanding our automation technology centers around creating more proprietary automation solutions that are able to further automate our food preparation. Currently we have created conceptual drawings and designs for a piece of equipment that would automatically garnish food placed into the machine. This would allow customers to customize their orders down to a gram of toppings or a milliliter of sauce, store these settings in their online profile and then allow customers to have their food made exactly how they want it, regardless of which location they visit. As a next step, we plan on creating a prototype of this machine and continue development, although this will require significant capital.

Odd Burger Demographic Targets

One key to our restaurant expansion strategy is understanding our key demographics. For ‎Odd Burger, our early targets place a high value on post-secondary education, ‎high average household incomes, ‎female skewed, and lower average age. Markets that are strong on ‎these demographic markers historically have ‎been viewed as likely to consume more vegan and ‎vegetarian food. That said, we also have our own beliefs that will ‎be tested as we grow; for instance, ‎we see no impediment to ethnically diverse markets, as we fundamentally ‎believe that fast food can ‎transcend ethnic boundaries. Of course, our analysis will evolve, and each new store is ‎analyzed ‎against its surrounding demographics to help us better understand, over time, how our existing site ‎‎demographics relate to store performance.‎

Today, we are targeting markets that serve a census metropolitan area or census agglomeration ‎population of at ‎least 75,000 people, and potential sites must have access to that population within ‎either a five-kilometre radius or ‎a ten minute drive time. On a more granular level, we typically analyze ‎demographic variables in a one, three, and ‎five-kilometre radius from any given site within the market, ‎along with five and ten minute drive times. In dense ‎urban areas, we may include a two-kilometre ‎demographic analysis to better assess those specific trade areas.‎

‎Finally, it is important to note that our approach is not rigid, and many unique variables that are ‎particular to any ‎given site may alter our decision making. Details such as site specifications, vehicular ‎and pedestrian traffic ‎volumes, daytime population counts, and natural trade barriers (such as highways ‎or rivers) also play a role in ‎deciding whether to pursue a site.‎

Odd Burger Site Specification Strategy

Although franchisees are responsible for finding locations (with the assistance of their area representatives) we ultimately approve each location and perform an extensive analysis when approving a site. Each site has an exhaustive list of potential variables and physical characteristics that affect our ‎decision making. High level, our preference is for sites located on major arterial roadways, at major ‎transit junctions, near highways, ‎and/or within retail focused epicentres. We use multiple approaches ‎here, but fundamentally we source areas with ‎high AADT (Average Annual Daily Traffic) in vehicular and ‎pedestrian volumes. The viability of those traffic ‎volumes depends on whether we are searching in an ‎urban, light urban, or suburban setting. When sourcing urban ‎sites, we prefer opportunities that have ‎strong vertical density, and that are within five-minute walking distance of ‎public transit hubs, subway ‎stations, or sites that have light rail access.‎

While it is true that sites located within commerce epicentres carry heavy weight in our decision ‎making, equally as ‎important are sites with access to large populations within a three to five kilometre ‎radius of our stores. This local population density is important for our delivery business, which relies on people near each location, but who may be too far away to physically visit the restaurant or choose the convenience of delivery. Optimizing our delivery radius is an important factor for us, as we want to ensure that each restaurant has a maximum amount of delivery business with minimal cannibalization between restaurants. To that end, we have a goal of achieving complete ‎delivery coverage within major ‎metropolitan centres, while also ensuring that each restaurant has reasonable protections on their territory.

Finally, when determining whether a specific location is viable, we analyze whether it is anchored ‎or closely shadow-‎anchored by major grocery, large pharmacy chains, Walmart or Costco locations, ‎key fitness chains (such as LA ‎Fitness, Goodlife Fitness, etc.), or major beer/wine/cannabis stores. ‎Sites that have a combination of those anchors ‎and shadow anchors are typically where we will focus ‎our efforts. Related to these anchors, we also place a strong ‎importance upon ‘daily trips’ to drive ‎traffic towards our stores and make us part of customers’ routine, and to ‎create habit-forming ‎behaviours. Of course, proximity to other national or international food chains is important as ‎well, but ‎secondary to the importance of major draws or anchors. In that same vein, community and ‘place-‎making’ ‎spaces and places are another key variable, whether it be popular city parks in urban settings, ‎or lifestyle centres ‎within suburban markets. ‎

‎As a final step to verifying any potential site, we leverage our industry relationships to determine ‎the success of ‎retailers and chains within those markets, and then use that data as part of our overall ‎analysis.‎

Odd Burger Store Format and Deal Structure

We target stores anywhere from 750 to 1200 square feet, geared towards grab-and-‎go business, and ‎optimized for delivery. This small format allows us to keep fixed costs low. Our ‎preferred unit types are endcap or ‎inline CRU (Commercial Rental/Retail Units) with a minimum frontage ‎of 15 feet. Currently, we are not considering ‎drive-thru units due to their (typically) exorbitant cost, ‎however we continually review all potential deal formats for ‎unique opportunities. We are constantly ‎looking for strategic opportunities to expand our footprint in a cost-‎effective and low-risk manner.‎

We also target sites with strong visibility and accessibility. If a site is not immediately visible ‎from the main road ‎‎(typical in larger power-centres), we then negotiate either permanent pylon signage ‎or mobile signage to increase our ‎exposure. We prefer multiple signage opportunities to increase brand ‎awareness in the trade area. Regarding parking ‎and access, we prefer sites with 10 spaces per 1000 ‎square feet, with signalized access from the main road, and with ‎multiple ingress and egress points. ‎Ease of access and parking, especially in suburban centres, is a key consideration ‎for us.‎

Accessibility also refers to store layout in this case, and many variables come into play here as ‎well. For instance, we ‎target sites with minimal internal columns or obstructions which, in turn, allows us ‎to deliver a clean and navigable ‎build-out. Just as importantly, we avoid sites with multiple step-downs ‎or step-ups to the entrance, as we prefer ‎street-level access and barrier-free accessibility. Certain ‎markets (such as historic areas or dense urban settings) may ‎necessitate sites that break from this ‎format. Finally, we try to avoid sites that front onto either a steep incline or ‎decline, as market data has ‎shown that these sites tend to perform worse (in general) compared to level access.‎

Regarding our contract structure, our sites are headleased by the franchisee and structured as 10 year deals to match their franchise agreement (with two 5 year renewal options). Franchisees are required to get approval from corporate before submitting an OTL (offer to lease) or executing their lease so that we can ensure the site meets our selection criteria. Previously we had held leases through our real estate division Globally Local Real Estate Inc. and then entered into sublease agreements with franchisees, however we have since changed strategies as our geographic reach has expanded.

We typically suggest franchisees look for 90 days of lead time from a binding deal, 90 days of gross rent-free ‎fixturing from our ‎possession date, three months minimum rent-free after opening, and a tenant ‎allowance of CAD$20 per square foot. Our ‎rental targets in suburban markets will typically not exceed ‎‎CAD$5,000 per month gross rent, and our urban rental ‎targets typically will not exceed CAD$6,500 per month ‎gross rent.

Rental commitments and cost savings are important variables to navigate as we aim to keep our ‎risk profile low. ‎With that mindset, we suggest franchisees target stores with patio space, which typically allows us to increase ‎our footprint without ‎incurring additional rental costs. We also suggest franchisees look at other factors, such as taking locations that were former restaurants where some infrastructure could be reused.

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information relating to our directors and executive officers as of the date of this prospectus. The address for our directors and executive officers is: c/o Odd Burger Corporation, 505 Consortium Court, London, ON N6E 2S8. Directors are elected to serve until the next annual meeting or until their successors are elected or appointed, unless their office is earlier vacated.

(1)            Members of the Audit Committee and Compensation Committee.

The following sets forth the biographical information of the members of our board of directors, executive officers and other key employees:

Executive Officers and Key Employees

James McInnes, Co-Founder, CEO and Director. James is an accomplished entrepreneur with nearly 15 years of experience founding and building scalable, international businesses. Mr. McInnes was the co-founder and CEO of the financial technology firm Cyborg Trading System for nearly 8 years where he built a team of over 50 employees, opened international offices and serviced large clients. Previous to this, Mr. McInnes was an equities and derivatives trader where he gained extensive experience in arbitrage, risk management, macro-economics and capital markets. Mr. McInnes has nearly 20 years of experience with various technologies, including life sciences, software engineering, food technology, information technology and distributed systems. Mr. McInnes has been a passionate vegan for nearly 8 years with a strong desire to use his knowledge and skillset to change the world for the better. Mr. McInnes co-founded Odd Burger as a disruptive technology company whose mission is to transform the global food system. Mr. McInnes holds an Honors Bachelor of Science degree with a major in genetics from Western University.

Vasiliki McInnes, Co-Founder, COO and Director. Vasiliki McInnes is an accomplished leader with years of experience managing teams, building processes, and implementing policy.  In Vasiliki’s previous role, she was Director of Care at a long-term care facility for over 5 years where she was responsible for overseeing over 100 unionized employees including the nursing department and personal support worker department.  Before this, Vasiliki worked as a Registered Nurse in the vascular surgery department at a large hospital. Vasiliki successfully completed the Long-Term Care Administrator Program and was enrolled in the Master of Nursing, Nurse Practitioner program for nearly 3 years at Western University.  Vasiliki also completed her GMP/HACCP Implementation Certificate through SGS, which supported the creation of the food manufacturing capabilities of Preposterous Foods.  Vasiliki has been a passionate vegan for over 8 years with a proven ability to provide critical operational knowledge to Odd Burger.  Vasiliki co-founded Odd Burger with a strong desire to make plant-based food delicious and accessible by using natural plant-based ingredients. Vasiliki has an Honors Bachelor of Science degree in nursing from York University.

Ted Sehl, CFO and Director. Ted is a Principal at Mgmt2go and is a CPA. Ted is on the Board of Directors of Hammond’s Manufacturing Company Limited and is chair of their audit committee. Ted also serves on the Board of Guelph General Hospital, where he chairs the Governance Committee and is Chair of the Governance and Strategy council of the newly formed Guelph and Area Ontario Health Team. Ted provides business advice on financial literacy and process improvements as well as strategy and business planning. He has helped businesses from start-ups to scale ups and turn arounds. He has extensive experience as a CFO in the manufacturing industry and in the quick service food industry, including McDonald’s Canada where he was director of Finance for 11 years. Ted holds a Master of Business Administration from York University and has a Chartered Director designation.

Non-Employee Directors

Michael Fricker, Director. Michael is the CFO at Reunion Foods Inc. (makers of Mother Raw plant-based dressings and dips) and Qvella Corporation. Previously, Michael was CFO at Bento Sushi – North America’s second largest sushi brand with over 900 franchised locations. Michael is a seasoned executive with over 25 years of experience in various finance roles across a variety of industries including restaurant. Prior to Michael’s years as a CFO, his experience included private equity and venture capital (investment side), corporate finance and commercial banking. The common thread throughout his career is working closely with great management teams of high growth, entrepreneurial businesses. Michael is a CPA (CA) and CFA charter holder. He is currently a director of Hammond Manufacturing Co. Ltd.

Utsang Desai, Director. Utsang Desai is the President and Owner of the group of SGE, SAI-GANESH Enterprises Ltd. SGE is a family owned & operated hospitality group that specializes in Franchising & Commercial Construction. Utsang is an expert in Franchise Development, Real Estate Leasing and Construction. Utsang's background has involved running & executing new product launch programs, business development, developing marketing materials, and products sales. He thrives in challenging, fast paced environments where his project management, creativity and marketing research skills can directly affect how products and services are communicated and delivered to consumers. Utsang is experienced in Business Strategies, Investments, Wealth Management, Marketing and Public Relations. He is experienced in delivering superior social corporate responsibilities. Utsang understands Business Relations very closely and has made good relations with major suppliers, wholesalers, leasing agents, landlords and bank managers across Canada.

Francois Arbour, Director. Francois Arbour is a serial entrepreneur, technologist, and investor with more than 20 years of experience in digital marketing, e-commerce, and technology. He is currently the co-founder and CEO of designstripe.com, a design tool for non-designers. Francois founded Premiumbeat.com in 2004 as one of the first websites to sell royalty-free stock music online. He sold Premiumbeat.com to Shutterstock in 2015, where he stayed on as an executive for 2 years. Francois then invested in more than 80 startups, including companies like Oura Ring, Fightcamp, Palantir and Instacart. Francois has been working with technology since he was six years old—when he first learned to code on an Apple IIe computer—and he continues to be passionate about using technology for good.

Corporate Governance

Corporate governance relates to the activities of the board of directors, the members of which are elected by and are accountable to the shareholders of the corporation, and takes into account the role of the individual members of management who are appointed by the board of directors and who are charged with the day to day management of the corporation. Our board of directors is committed to sound corporate governance practices, which are both in the interest of the shareholders of Odd Burger and contribute to effective and efficient decision making. The Canadian Securities Administrators has issued corporate governance guidelines pursuant to National Policy 58-201-Corporate Governance Guidelines (the “Corporate Governance Guidelines”). Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), we are required to disclose our corporate governance practices as summarized below.

Board of Directors

The Board is currently comprised of six directors, James McInnes (Chairman), Edward (Ted) Sehl, Vasiliki McInnes, Michael Fricker, Utsang Desai and Francois Arbour. Michael Fricker and Francois Arbour are independent directors of the Company and have no ongoing interest or relationship with the Company other than their security holdings in the Company and serving as directors.

Under our articles and the BCBCA, a director may be removed with or without cause by a resolution passed by a special majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. To the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the removal of directors, in both instances whether by shareholders or directors, the directors shall hold office until the remainder of the unexpired portion of the term of the departed director that was replaced.

The disclosure set out below includes disclosure required by NI 58-101 describing our approach to corporate governance in relation to the Corporate Governance Guidelines of the TSX.

Director Independence

Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110-Audit Committees (“NI 52-110”).

Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our board of directors, be reasonably expected to interfere with a director’s independent judgment. National Policy 58-201 – Corporate Governance Guidelines suggests that the board of directors of a public corporation should be constituted with a majority of individuals who qualify as “independent” directors. The board of directors is responsible for determining whether a director is an independent director.

In addition, applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a material relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Consistent with these considerations, and based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has affirmatively determined that Michael Fricker and Francois Arbour are “independent” as that term is defined under the listing standards of Nasdaq and NI 58-101. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director. James McInnes (President and CEO), Edward (Ted) Sehl (CFO) and Vasiliki McInnes (COO), are members of management and, as a result, are not independent directors. Accordingly, our board of directors is not comprised of a majority of independent directors.

Directorships

The following directors of the Company are directors of other reporting issuers:

Orientation and Continuing Education

As of the date of this prospectus, each new director is given an outline of the nature of our business, our corporate strategy, and current issues with the Company along with a description of the committees constituted by our board of directors. New directors are also expected to be required to meet with our management to discuss and better understand our business and will be advised by the Company’s counsel of their legal obligations as directors of the Company. The introduction and education process will be reviewed on an annual basis by the board of directors and will be revised as necessary.

Ethical Business Conduct

Our board of directors has found that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the board of directors in which the director has an interest have been sufficient to ensure that our board of directors operates independently of management and in the best interests of the Company. Our board of directors has also found that the in camera sessions of the independent directors held in conjunction with our board of directors meetings also help to ensure that directors exercise independent judgement in considering transactions and agreements. Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Company also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Code of Business Conduct and Ethics

Our board of directors intends to adopt a Code of Business Conduct and Ethics that applies to our directors, officers and employees. A copy of this code will be made available on our website. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions.

Family Relationships

Except for the marital relationship between James McInnes and Vasiliki McInnes, there are no family relationships among our directors and/or executive officers.

Involvement in Certain Legal Proceedings

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

Nomination of Directors

Our board of directors presently seeks and determines new nominees to the board of directors, although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the board members, including both formal and informal discussions among the board members and officers.

Compensation

The remuneration of the directors and the Chief Executive Officer of the Company will be set and periodically reviewed by the board of directors on the recommendation of the Corporate Governance & Compensation Committee. The Corporate Governance & Compensation Committee is currently composed of Michael Fricker and Francois Arbour, each of whom are considered “independent” by the board of directors. The Corporate Governance & Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officer and director performance and will evaluate performance to determine compensation. The Corporate Governance & Compensation Committee will also make recommendations to the board of directors regarding compensation, including incentive and equity-based compensation plans and review director and executive officer compensation disclosure prior to public disclosure. See “Executive Compensation” and “Director Compensation.”

The Audit Committee

The primary function of the audit committee of our board of directors (the “Audit Committee”) is to assist the board of directors in fulfilling its financial oversight responsibilities by monitoring: (i) the quality and integrity of our financial statements and other financial information; (ii) the compliance of such statements and information with legal and regulatory requirements; (iii) the qualifications, independence and performance of our independent external auditors; and (iv) the performance of our internal accounting procedures. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and our board of directors. The Audit Committee is also mandated to review and approve all material related party transactions.

Audit Committee Charter

Our Board has adopted a written charter (filed as an exhibit to this Registration Statement) setting forth the purpose, composition, authority and responsibility of our Audit Committee (the “Audit Committee Charter”), consistent with National Instrument 52-110 – Audit Committees (“NI 52-110”).

Composition of the Audit Committee

Our Audit Committee consists of three directors, including Michael Fricker, as of July 26, 2022, Francois Arbour, and as of September 29, 2022, Utsang Desai. Michael Fricker and Francois Arbour are independent directors and financially literate within the meaning of NI 52-110.

Relevant Education and Experience of Audit Committee Members

Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.

Michael Fricker is the CFO at Reunion Foods Inc. (makers of Mother Raw plant-based dressings and dips) and Qvella Corporation. Previously, Michael was CFO at Bento Sushi – North America’s second largest sushi brand with over 900 franchised locations. Michael is a seasoned executive with over 25 years of experience in various finance roles across a variety of industries including restaurant. Prior to Michael’s years as a CFO, his experience included private equity and venture capital (investment side), corporate finance and commercial banking. The common thread throughout his career is working closely with great management teams of high growth, entrepreneurial businesses. Michael is a CPA (CA) and CFA charter holder. He is currently a director of Hammond Manufacturing Co. Ltd.

Utsang Desai is the President and Owner of the group of SGE, SAI-GANESH Enterprises Ltd. SGE is a family owned & operated hospitality group that specializes in Franchising & Commercial Construction. Utsang is an expert in Franchise Development, Real Estate Leasing and Construction. Utsang's background has involved running & executing new product launch programs, business development, developing marketing materials, and products sales. He thrives in challenging, fast paced environments where his project management, creativity and marketing research skills can directly affect how products and services are communicated and delivered to consumers. Utsang is experienced in Business Strategies, Investments, Wealth Management, Marketing and Public Relations. He is experienced in delivering superior social corporate responsibilities. Utsang understands Business Relations very closely and has made good relations with major suppliers, wholesalers, leasing agents, landlords and bank managers across Canada.

Francois Arbour is a serial entrepreneur, technologist, and investor with more than 20 years of experience in digital marketing, e-commerce, and technology. He is currently the co-founder and CEO of designstripe.com, a design tool for non-designers. Francois founded Premiumbeat.com in 2004 as one of the first websites to sell royalty-free stock music online. He sold Premiumbeat.com to Shutterstock in 2015, where he stayed on as an executive for 2 years. Francois then invested in more than 80 startups, including companies like Oura Ring, Fightcamp, Palantir and Instacart. Francois has been working with technology since he was six years old—when he first learned to code on an Apple IIe computer—and he continues to be passionate about using technology for good.

External Auditor Service Fee

The aggregate fees billed by the Company’s external auditors in each of the last two (2) fiscal years for audit and other fees are as follows:

Notes: 

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of Odd Burger’s consolidated financial statements and fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. 

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents and reviews of securities filings. 

(3) “Tax Fees” This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. 

(4) “All Other Fees” include all other non-audit services.

Audit Committee Oversight

The Audit Committee has not made any recommendations to our board of directors to nominate or compensate any auditor other than MNP.

Pre-Approval Policies and Procedures

Other than as set forth in the Audit Committee Charter, the Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Exemption

As a venture issuer, Odd Burger is relying upon on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

Assessments

The Board has not implemented a process for assessing its effectiveness. As a result of the Company’s size, its stage of development and the limited number of individuals on our board of directors, our board of directors has considered a formal assessment process to be inappropriate at this time.

Risk Oversight

The Board oversees a company-wide approach to risk management. The Board determines the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While the Board will have ultimate oversight responsibility for the risk management process, the Audit Committee will oversee risk in certain specified areas.

Our Audit Committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. The Board is responsible for overseeing the management of risks associated with the independence of our board of directors.

Board Diversity

While we 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 board of directors believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and shareholders.

On August 6, 2021, the Securities and Exchange Commission approved a proposed rule from Nasdaq on diversity of boards of directors of companies listed on Nasdaq. Under the rule as approved, “foreign private issuers” can meet the diversity requirement with either two female 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 requirement by having at least one director who meets the definition of “diverse” under the new rule. The requirements will become effective from August 7, 2023.

Differences between Our Corporate Governance Practices and the Listing Rules of the

The listing rules of Nasdaq include certain accommodations in relation to corporate governance requirements that allow foreign private issuers, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each instance of non-compliance with Nasdaq listing rules that we do not follow and describe the Canadian corporate governance practices that we do follow in lieu of the relevant Nasdaq corporate governance standard.

We intend to continue to follow Canadian corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

COMPENSATION OF OUR DIRECTORS AND EXECUTIVE MANAGEMENT

Summary Compensation Table

The following table sets forth all annual and long term compensation for the three most recently ‎completed financial years for services in all capacities to the Company and its subsidiaries, if any, ‎in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief ‎executive officer or chief financial officer and the three most highly compensated individuals whose ‎total compensation exceeded CAD$150,000 per annum (the ”Named Executive Officers” or “NEOs”). ‎

SUMMARY COMPENSATION TABLE

Notes:‎

Incentive Plan Awards

The Option Plan

The Company’s stock option plan (the “Option Plan”) permits the granting of options to purchase the Company’s common shares (Options) to directors, officers and employees of, and consultants to, the Company. The Option Plan limits the total number of common shares that may be issued on exercise of Options outstanding at any time under the Option Plan to 10% of the number of common shares issued and outstanding (less the number of common shares reserved for issuance under any other share based compensation arrangement of the Company), subject to the following additional limitations:

Each Option and all rights thereunder will expire on the date set out in the applicable option agreement. Under the Option Plan, in the event of the death of a participant, the Options previously granted to such participant will be exercisable only within one year after such death and then only to the extent that such deceased participant was entitled to exercise his Option at the date of his death. In the event that a participant shall cease to be a director, officer, consultant or employee of the Company or ceases to be a Management Company Employee (as defined in the Option Plan), for any reason (other than death), such participant may exercise his or her Option to the extent that the participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the participant ceases to be a director, officer, consultant, employee or a Management Company Employee, subject to extension at the discretion of the Board.

Pursuant to the Option Plan, the exercise price shall be fixed by the Board at the time that the Option is granted; however, no Option shall be granted with an exercise price at a discount to the market price. The market price shall be the closing price of the common shares on any stock exchange on which the common shares are then listed on the first day preceding the date of grant. The Option Plan also provides that the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, subject to any vesting restrictions imposed by any stock exchange on which the common shares are then listed. The Option Plan includes a black-out provision. Pursuant to the policies of the Company respecting restrictions on trading, there are a number of periods each year during which directors, officers and certain employees are precluded from trading in the Company’s securities. These periods are referred to as “black-out periods”. A black-out period is designed to prevent a person from trading while in possession of material information that is not yet available to other shareholders.

The Option Plan includes a provision that, should an Option expiration date fall within a black-out period or immediately following a black-out period, the expiration date will automatically be extended without any further act or formality, to that date which is the 10th business day after the end of the black-out period, and the 10 business day period may not be further extended by the Board.

Based on the policies of the TSXV and industry practice, the Option Plan specifies the types of amendments to the Option Plan and the Options granted thereunder that can be made by the Board without the approval of the shareholders. The Option Plan allows the Board to terminate or discontinue the Option Plan at any time without the consent of the Option holders, provided that such termination or discontinuance shall not alter or impair any Option previously granted under the Option Plan. The only amendments to the Option Plan that would be subject to shareholder approval are amendments that would:

Pursuant to the Option Plan, all benefits, rights and options accruing to any participant are not transferable or assignable except in the event of the death of a participant.

The Option Plan is administered by the Board (or a committee thereof), which has the power, subject to the limits imposed by the Option Plan, to (i) award Options under the Option Plan; and (ii) determine the terms under which Options are granted. In determining the persons to whom Options will be granted, the Board takes into account such factors as it determines in its sole discretion, which may include any one or more of the following:

Outstanding Share-Based Awards and Option-Based Awards

‎The following table provides details regarding outstanding Named Executive Officer option and share-based awards, as ‎applicable, for the most recent completed financial year:

Notes:

Please see “2021 Performance and Compensation - Stock Options” for a discussion of the Stock ‎Option Plan and determinations of awards during 2021. Please see “Securities Authorized for ‎Issuance under Equity Compensation Plans” for details regarding the Stock Option Plan.‎

Incentive Plan Awards – Value Vested or Earned During the Year

For each Named Executive Officer, the following table sets forth: (1) the value of option-based awards which vested or were earned ‎during the financial year ended September 30, 2022, (2) the value of non-equity incentive plan compensation earned ‎during the financial year ended September 30, 2022, and (3) the value of share-based awards which vested or were ‎earned during the financial year ended September 30, 2022.‎

Notes:

Pension Plan Benefits

Odd Burger does not have in place any deferred compensation plan or pension plan that ‎provides for payments or benefits at, following or in connection with retirement. ‎

Termination and Change of Control Benefits

Except as otherwise disclosed herein, Odd Burger has not entered into management contracts ‎with any director, ‎officer, employee or consultant. Except as disclosed herein, no management ‎function of Odd Burger or its ‎subsidiaries are performed by a person other than a director or ‎senior officer of Odd Burger. Except as outlined ‎below, there are no compensatory plan(s) or ‎arrangement(s), with respect to any NEO resulting from the resignation, ‎retirement or any other ‎termination of employment of an officer’s employment or from a change of NEO’s ‎responsibilities ‎following a change in control.‎

Each of the executive Employment Agreements with each of the Named Executive Officers ‎is ‎‎substantially the same.‎

The Named Executive Officers ‎have agreed to serve the named capacity for Odd Burger ‎and will ‎‎continue until terminated under the terms of the Employment Agreement. ‎

The employment agreements sets out the duties and terms of employment, as well as ‎compensation, ‎benefits, and ‎incentives. Under the terms of the employment agreement, each ‎Named Executive Officer ‎‎will have an initial annual salary, which amount ‎will be subject to annual ‎review by the Board or the Compensation ‎Committee.‎

The employment agreements include confidentiality and non-solicitation provisions which extend ‎beyond ‎‎termination of the agreement. The non-solicitation provision extends for 12 months ‎following termination. ‎

Employment Agreement with James McInnes

Effective December 30, 2020, Odd Burger has entered into an employment agreement with ‎James McInnes ‎dated pursuant to which James McInnes will act as President and CEO of Globally ‎Local. Under the terms of the ‎agreement, James McInnes is entitled to a base salary of CAD$150,000 ‎per annum. In addition, James McInnes is ‎eligible to participate in any benefit plan or program ‎offered from time to time.‎

In the event the James McInnes’ employment is terminated by Odd Burger with cause, by ‎‎voluntary resignation ‎of James McInnes, or by reason of illness, disability or incapacity, James ‎McInnes is entitled to receive, due and ‎payable in a lump sum within seven days ‎following the date ‎of termination, the portion of his annual salary and ‎benefits earned up to the date of ‎termination not ‎already paid. In the event James McInnes’ employment is ‎terminated by Odd Burger without ‎cause or there is a change of control of Odd Burger, James McInnes is ‎‎entitled to receive, due ‎and payable in a lump sum on the 15th day following the last day worked: (i) all salary ‎earned, but ‎not yet paid, up to the last day actually worked by the ‎executive, as well as all vacation pay due and ‎‎owing as of such date; (ii) any accrued but unpaid annual ‎bonuses; and (iii) a retiring allowance ‎equal to CAD$150,000 ‎plus the annual average of any annual bonus ‎amounts over the previous two ‎years. Upon a change of control, all ‎Options, prior to the change of control but unvested will ‎automatically and ‎irrevocably become vested in full.‎ ‎

Employment Agreement with Ted Sehl

Effective May 20, 2021, Odd Burger has entered into an employment agreement with Ted Sehl ‎‎‎dated pursuant to which Mr. Sehl will act as CFO of Odd Burger. Under the terms of the ‎‎‎agreement, Mr. Sehl is entitled to a base salary of CAD$200,000 per annum. In addition, Mr. Sehl is ‎‎‎eligible to participate in any benefit plan or program offered from time to time.‎

In the event the Sehl’s employment is terminated by Odd Burger with cause, by ‎voluntary ‎‎resignation ‎of Mr. Sehl, or by reason of illness, disability or incapacity, Mr. Sehl is entitled to ‎‎receive, due and ‎payable in a lump sum within seven days ‎following the date of termination, the ‎portion of his ‎annual salary and ‎benefits earned up to the date of ‎termination not already paid. In ‎the event Mr. Sehl’s ‎employment is ‎terminated by Odd Burger without cause or there is a change ‎of control of Odd Burger, Mr. Sehl ‎ is ‎‎entitled to receive, due and payable in a lump sum on the ‎‎15th day following the last day ‎worked: (i) all salary ‎earned, but not yet paid, up to the last day ‎actually worked by the ‎executive, as well as all ‎vacation pay due and ‎owing as of such date; (ii) any ‎accrued but unpaid annual ‎bonuses; and (iii) a retiring ‎allowance equal to CAD$100,000 ‎plus the annual ‎average of any annual bonus ‎amounts over the previous two years. ‎Upon a change of control, all ‎‎Options, prior to the change of control but unvested will automatically and ‎‎irrevocably become ‎vested in full.‎ ‎

Employment Agreement with Vasiliki McInnes

Effective December 30, 2020, Odd Burger has entered into an employment agreement with ‎Vasiliki McInnes‎ ‎‎dated pursuant to which Vasiliki McInnes‎ will act as COO of Odd Burger. Under ‎the terms of the ‎agreement, ‎Vasiliki McInnes‎ is entitled to a base salary of CAD$135,000 per annum. In ‎addition, Vasiliki McInnes is ‎eligible to ‎participate in any benefit plan or program offered from time ‎to time.‎

In the event the Vasiliki McInnes’ employment is terminated by Odd Burger with cause, by ‎‎voluntary ‎resignation ‎of Vasiliki McInnes‎, or by reason of illness, disability or incapacity, Vasiliki ‎McInnes is entitled to ‎receive, due and ‎payable in a lump sum within seven days ‎following the date ‎of termination, the portion of her ‎annual salary and ‎benefits earned up to the date of ‎termination not ‎already paid. In the event Vasiliki McInnes’ ‎employment is ‎terminated by Odd Burger without ‎cause or there is a change of control of Odd Burger, ‎Vasiliki McInnes is ‎‎entitled to receive, due ‎and payable in a lump sum on the 15th day following the last day ‎worked: (i) all salary ‎earned, but ‎not yet paid, up to the last day actually worked by the ‎executive, as well as all ‎vacation pay due and ‎‎owing as of such date; (ii) any accrued but unpaid annual ‎bonuses; and (iii) a retiring ‎allowance ‎equal to CAD$135,000 ‎plus the annual average of any annual bonus ‎amounts over the previous two ‎years. ‎Upon a change of control, all ‎Options, prior to the change of control but unvested will ‎automatically and ‎‎irrevocably become vested in full.‎ ‎

DIRECTOR COMPENSATION

The Company currently has six directors, three of which, James McInnes, Vasiliki McInnes‎, and ‎Ted Sehl are also a Named Executive Officers. For a description of the compensation paid to the ‎Named Executive Officers who also act as directors of the Company, see “Executive ‎Compensation.” ‎

The Corporate Governance & Compensation Committee is responsible for the development and ‎implementation of a compensation plan for the Outside Directors. The Company does not pay ‎any compensation to officers for acting as a director.‎

Members of the Board of Directors are not paid any remuneration in their capacities as such. ‎Directors are reimbursed, however, for miscellaneous out-of-pocket expenses in carrying out their ‎duties as directors and are granted Options pursuant to the Option Plan, respectively, from time to ‎time. The Corporate Governance & Compensation Committee determines the number of Options ‎awarded to directors. When determining the number of Options to be granted to directors, ‎consideration is given to the number of Options previously granted to the directors and the fact that ‎the directors do not receive any other form of compensation.‎

Director Compensation

Directors of the Company who are not officers did not receive and were not entitled to receive any fees for ‎their services in financial year 2022, other than as set out below.

Directors may receive Option grants as determined by the Board. The exercise price of such ‎Options is determined by the Board as described under “Securities Authorized for Issuance ‎under Equity Compensation Plans.”‎

Directors are also entitled to receive compensation, to the extent that they provided services to the ‎Company, at rates that would otherwise be charged by such directors for such services to arm’s length ‎parties or less.‎

Director Summary Compensation Table

The following compensation table sets out the compensation paid to each of the Company’s directors (other ‎than any directors who are also NEOs) for the most recently completed year:‎

Notes:

Incentive Plan Awards

The following table provides details regarding the outstanding option and share based awards held ‎by directors (other than any directors who are also NEOs) as at September 30, 2022:

Notes:

Please see “Securities Authorized for Issuance under Equity Compensation Plans” for details ‎regarding the Stock Option Plan.‎

Other Compensation

Other than as set forth herein, the Company did not pay any other compensation to executive ‎officers or directors (including personal benefits and securities or properties paid or distributed ‎which compensation was not offered on the same terms to all full time employees) during the last ‎completed financial year other than benefits and perquisites which did not amount to CAD$10,000 or ‎greater per individual.‎

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Company that are authorized for issuance under ‎equity compensation plans as at the date hereof.‎