Table of Contents

This prospectus is part of a registration statement that we filed with the SEC.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is offering to sell, and is seeking offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus speaks only as of the Changedate of this prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the Common Shares.

We may provide a prospectus supplement containing specific information about the terms of a particular offering by the selling shareholders, or their transferees. The prospectus supplement may add, update or change information in this prospectus. If information in a prospectus supplement is inconsistent with the information in this prospectus, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement hereto. See "Where You Can Find More Information" for more information.

This prospectus includes industry and market data and other information that we have obtained from, or which is based upon, market research, independent industry publications or other publicly available information. Any such data and other information is subject to change based on various factors, including those described below under the heading "Risk Factors" and elsewhere in this prospectus.

Our logo and some of our trademarks are used in this prospectus, which remain our sole intellectual property. This prospectus also includes trademarks, tradenames, and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the TM symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.

We have not, and the selling shareholders have not, authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or in any supplement to this prospectus or free writing prospectus, and neither we nor the selling shareholders takes any responsibility for any other information that others may give you. This prospectus is not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires, (i) the common shares referenced hereunder are those of Salona Global Medical Device Corporation and not those of our subsidiaries, and (ii) the terms "we," "us," "our" or the "Company" as used in this prospectus refer to Salona Global Medical Device Corporation together with its wholly-owned subsidiaries. See "Prospectus Summary".

iii

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business describedStartups Act of 2012, as amended ("the JOBS Act"). As an emerging growth company, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these exemptions until May 2025 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity under an effective Securities Act registration statement; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, therefore, while we are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies, unless we affirmatively and irrevocably opt out of the extended transition period.

We are also a "smaller reporting company" as defined in the Exchange Act. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

iv

All dollar amounts in this prospectus are expressed in Canadian dollars unless otherwise indicated. The Company's consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. Some of the Company's material agreements use Canadian dollars and the Company's common shares, as traded on the TSXV, are traded in Canadian dollars. As used herein, "C$" represents Canadian dollars, and US$ represents United States dollars.

The following table sets forth the rate of exchange for the Canadian dollar, expressed in United States dollars in effect on February 28 of each of the years indicated, based on the daily rate of exchange as reported by the Bank of Canada for conversion of Canadian dollars into United States dollars.

On July 18, 2022, the daily rate for United States dollars in terms of the Canadian dollar, as quoted by the Bank of Canada, was USD $1.00 = C$1.29.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this prospectus that are not purely historical are "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are identified by the use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "prospects," "forecasts," "expect," "intend," "may," "will," "plan," "target," and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors discussed in the section entitled "Change of Business and Related TransactionsRisk Factors" in this prospectus.

By way of example, and without implied limitation, such risks and uncertainties include:

v

These statements are necessarily subjective, are based upon our current plans, intentions, objectives, goals, strategies, beliefs, projections and expectations, and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based, or the success of our business.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management's belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include, without limitation, those discussed under the caption "Risk Factors" in this prospectus as well as other risks and factors identified from time to time in our SEC filings.

vi

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our common shares. Investing in our common shares involves a high degree of risk. For a more complete understanding of our Company and our common shares, we encourage you to read and consider the more detailed information included in this prospectus, including "Risk Factors," "Special Note Regarding Forward-Looking Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes, interim financial statements and related notes. See also "Where You Can Find Additional Information."

Company Overview

Salona Global Medical Device Corporation ("we," "us," "our," "Salona," or the "Company") is a United States-based medical technology company which aims to leverage the Canadian capital markets to acquire small to midsize US and internationally based medical device products and companies with the goal of expanding sales and improving operations to create a large, broad-based medical device company with a global reach. The closing priceCompany's common shares trade on the TSXV under the symbol "SGMD".

We operate through the following U.S. subsidiaries:

Private Offering

On February 15, 2022, we completed a private placement of 7,749,000 units (the "Units") at C$0.55 per Unit for gross proceeds of approximately C$4.26 million ("the "Private Offering") pursuant to the terms of subscription agreements with purchasers (the "Subscription Agreements") and an Underwriting Agreement (as defined below). Each Unit consisted of one common share on September 8, 2020, the date immediately preceding the announcement of the proposed ChangeCompany and one warrant (a "Warrant") to purchase one common share in the capital of Business, wasthe Company (a "WarrantShare") at an exercise price of C$0.12.0.70 expiring on February 15, 2025. The September 2020 market tradingexercise price may have littleof the Warrants is subject to adjustment for certain events, including without limitation, dividends, distributions or no relationstock splits, subsequent rights offerings by the Company, or in the event of the Company's consolidation, merger or reorganization. We intend to use the opening tradingproceeds of the Private Offering for working capital and general corporate purposes.

In connection with the Private Offering, we engaged Beacon Securities Limited, Canaccord Genuity Corp. and Leede Jones Gable Inc. (collectively, the “Underwriters”) to act as underwriters for the Private Offering on a “bought deal” basis pursuant to an Underwriting Agreement dated February 15, 2022 (the “Underwriting Agreement”).  At the closing of the Private Offering, we paid the Underwriters cash compensation equal to 7% of the gross proceeds of the Private Offering ($410,284), and issued broker warrants to purchase an aggregate of 542,431 common shares of the Company (the “Option Shares”) at an exercise price of C$0.55 expiring on February 15, 2025 (the “Compensation Options”). The exercise price of the Compensation Options is subject to adjustment for certain events, including without limitation, dividends, distributions or split of the Company's capital stock, subsequent rights offerings by the Company, or in the event of the Company's consolidation, merger or reorganization.

In connection with the closing of the Private Offering, we entered into a Registration Rights Agreement with the purchasers and the Underwriters (the “Registration Rights Agreement”) providing for the filing of a registration statement (the “Registration Statement”) with the Securities and Exchange Commission registering the resale of the common shares when trading resumes onissued and issuable in connection with the TSXV orPrivate Offering (collectively, the trading price when“Securities”). Under the shares being offered for resale pursuantRegistration Rights Agreement, we were obligated to this prospectus are sold. The common shares will not be issuedfile the Registration Statement no later than April 1, 2022 (45 days after February 15, 2022) and to use commercially reasonable efforts to cause the selling shareholders until on or about the day trading resumes on the TSXV.

The common shares will be offered by the selling shareholders at a price of C$0.4749 until trading resumes on the TSXV.

While we may in the future list our securities on a national exchange in the United States, we have no current plans to do so.

All dollar amounts reflected herein refer to U.S. Dollars unless otherwise noted.

Brokers or dealers effecting transactions in the shares should confirm the registration of these securities under the securities laws of the states in which such transactions occur or the existence of an exemption from such registration.

Certain selling shareholders and any participating broker-dealers may be deemedRegistration Statement to be "underwriters" within the meaningdeclared effective no later than 180 days after February 15, 2022, or August 14, 2022. The Securities are subject to resale restrictions in Canada for a period of 4 months after February 15, 2022 and to statutory resale restrictions under the Securities Act of 1933, as amended (the "“Securities Act”).  As a result of the Company’s delay in filing the Registration Statement, as of August 10, 2022, we are obligated to pay liquidated damages to the purchasers and the Underwriters in an aggregate amount of approximately $71.743 or 102,490 common shares based on the closing price of our common shares on August 9, 2022.  If we fail to cause the Registration Statement to be declared effective by August 14, 2022, we will be obligated to pay additional liquidated damages to the purchasers and the Underwriters. If paid in the form of common shares, the number of common shares to be issued will be calculated based on the closing price of the common shares on the date the liquidated damages payment is demanded, subject to a cap of 984,504 common shares.

The issuances of securities pursuant to the Private Offering were exempt from registration under Regulation S promulgated pursuant to the Securities Act. None of the purchasers in the Private Offering were “U.S. persons” or within the “United States” (each as defined in Regulation S under the Securities Act) and  no sales efforts were conducted in the United States.

Recent Acquisitions

Merger with Mio-Guard LLC

On February 18, 2022, the Company and several of its wholly owned subsidiaries, including Miotech Merger Subsidiary, LLC, a newly formed Delaware limited liability company ("Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement") with Mio-Guard LLC, a Michigan limited liability company ("Mio-Guard Target"), and its sole member, Kenneth M. Zisholz (the 'Principal"). Pursuant to the Merger Agreement, Mio-Guard Target merged with and into Merger Sub, and Merger Sub changed its name to Mio-Guard LLC ("Mio-Guard") effective on March 17, 2022 (the "Merger"). Mio-Guard is a medical device sales and marketing business serving the athletic training, physical therapy and orthopedics markets for sports medicine products in the mid-western, southern and central United States.

The merger consideration delivered to the Principal was and will be: (i) at closing, 1,300,000 Class B Units of Mio-Guard (ii) at the end of each consecutive quarterly period for a period of two (2) years) (the "Earnout Period"), 125,000 Class B Units of Mio-Guard subject to adjustment (collectively, the "Quarterly Equity Payments"); and (iii) during the Earnout Period, two (2) Class B Units of Mio-Guard for each $1.00 of EBITDA achieved by Mio-Guard during each quarterly period of the Earnout Period, subject to adjustment, up to a maximum of 4,000,000 Class B Units in the aggregate (the "Earnout Payment(s)"). The Class B Units are be non-voting and receive no allocations or distributions and subject to certain call rights held by the Company, the Class B Units are exchangeable into Class A Shares on a one for one basis. For more information on the Class A Shares, see "Description of Securities." In addition, ‎the Principal is restricted from holding more than 500,000 ‎common shares of the Company at any commissions or discounts giventime.‎

Acquisition of Assets of ALG-Health, LLC

On November 28 2021, we acquired the customer lists, sales orders and supply agreements, and related sales channel and intellectual property assets of ALG-Health, LLC, an Ohio limited liability company (“ALGOhio”) engaged in selling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics in the midwestern United States, though our wholly-owned subsidiary ALG Health Plus, LLC (“ALG Health Plus”).  In connection with the acquisition of such assets, ALG Health Plus issued to the seller nonvoting securities which are exchangeable for up to a maximum of 21,000,000 non-voting Class A shares of the Company, subject to the achievement of certain revenue and EBITDA targets. In addition, the recipient of the Class A Shares is restricted from holding more than 500,000 ‎common shares at any such broker-dealer may be regardedtime.‎  In connection with the transaction, our subsidiary ALG Health Plus entered into an exclusive supply agreement with ALG Ohio.

Acquisition of Simbex, LLC

On September 30, 2021, we acquired all of the membership interests of Simbex, LLC, a Delaware limited liability company ("Simbex"), through a wholly-owned subsidiary. Our subsidiary Simbex is an IP-based business with a portfolio of several revenue and royalty generating products ranging from wearable technology to products for physical stability as underwriting commissions or discountswell as expertise in development and design of many medical devices on the market. In connection with the acquisition of Simbex, we made an initial cash payment of US$3,500,000 and became obligated to make an earnout payment in January 2023 of up to an additional US$3,500,000 in cash and non-voting securities exchangeable for up to a maximum of 6,383,954 Class A Shares. In addition, as part of the transaction, the recipient of the Class A Shares is restricted from holding more than 500,000 ‎common shares at any time

Acquisition of South Dakota Partners, Inc.

On May 21, 2021, we acquired all of the capital stock of South Dakota Partners Inc., a South Dakota corporation ("SDP"), through a wholly-owned subsidiary. Our subsidiary SDP owns and operates a production facility located in the State of South Dakota and produces proprietary and white label medical devices for pain management, cold and hot therapy, NMES, PEMF and ultrasound. In connection with the acquisition of SDP, we issued securities which are exchangeable for up to 19,162,000 Class A Shares as of May 31, 2022, of which 19,019,000 remain exchangeable, provided, however, that each recipient of the Class A Shares is restricted from holding more than 500,000 of our common shares at any time.

Background and Corporate Information

We were originally incorporated as "Chrysalis Capital IX Corporation" on September 17, 2013 under ‎the Canada Business Corporations Act (the "CBCA"). On July 7, 2015, we completed a transaction pursuant to which we and Inspira Financial Inc. completed a triangular business combination, whereby Inspira Financial Inc., a private British Columbia corporation merged with 1040096 B.C. Ltd., our wholly-owned subsidiary, as a result of which, we became the Securities Act. See sole beneficial owner of all of the outstanding shares of the amalgamated corporation. Immediately thereafter, we changed our name to "Inspira Financial Inc.‎"Selling Shareholders On January 15, 2020, we changed our name from "Inspira Financial Inc." to "Brattle Street Investment Corp." and "Planthereafter changed our name to "Salona Global Medical Device Corporation" on December 15, 2020.

We are an "emerging growth company" under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings.THE OFFERING

Investing in our common shares involves a high degree of risk. We refer youThe following are certain risk factors relating to our business and our securities and are not the section entitled "Risk Factors" on page 10 of this prospectus.

Neitheronly risks facing our Company. You should consider carefully the Securitiesrisks and Exchange Commission noruncertainties described below before making an investment decision. Our business, financial condition, operating results or growth prospects could be harmed by any state securities commission has approved or disapproved of these securitiesrisk factors or determined if this prospectus is truthfulothers which may not currently be known to us or complete. Any representation towhich we may currently deem immaterial. In such an event, the contrary is a criminal offense.

The datetrading price of this prospectus is May 12, 2021.

We currently provide lending and creditmay become obligated in the U.S. healthcare industry. Our boardfuture, to pay liquidated damages to some of directors (our "Board") is proposingour security holders for failing to completecomply with the terms of the registration rights agreement to which we are a Changeparty.

In connection with the Private Offering which closed in February 2022, we entered into a registration rights agreement with certain of Business (as defined below)our security holders in which we agreed to that of an acquisition-oriented, U.S.-based medical device ("MedTech") company,prepare and file with plansthe SEC registration statements to achieve scale through further acquisitions and organic growth. We intend to place an emphasis on products for those over 65, who provide steady demand by virtue of government-sponsored medical coverage in the U.S. Following the Change of Business, we plan to limit our lending and credit business in order to implement our strategy within the U.S. medical device market. We are registering for resale theregister common shares, that underliewhich registration statement must be filed and be maintained effective for certain specified periods. If we are unable to comply with the subscription receipts, warrantsprovisions of the registration rights agreement, we may be obligated to pay liquidated damages to the holders of the securities covered by the registration rights agreement. If we are required to pay such liquidated damages or other amounts to these holders, our business, financial condition, operating results and optionscash flows would be materially adversely affected.

On August 11, 2022, we filed the registration statement to register the resale of the Common Shares issued or issuable in connection with the Concurrent Financings described below. ThesePrivate Offering. As a result of the Company’s delay in filing the Registration Statement, as of August 10, 2022, we are obligated to pay liquidated damages to the purchasers and the Underwriters in an aggregate amount of approximately $71.743 or 102,490 common shares based on the closing price of our common shares on August 9, 2022. If we fail to cause the Registration Statement to be declared effective by August 14, 2022, we will onlybe obligated to pay additional liquidated damages to the purchasers and the Underwriters. If paid in the form of common shares, the number of common shares to be issued towill be calculated based on the holders of subscription receipts, warrants and options once the Change of Business and Related Transactions have occurred.

Summaryclosing price of the Change of Business

We plan to transition our business to an acquisition-oriented, U.S.-based MedTech company. In furtherance of that goal,common shares on September 8, 2020, we entered into a definitive agreement through our wholly-owned subsidiary, Brattle Acquisition I Corp., a South Dakota corporation ("Brattle Acquireco"), with South Dakota Partners, a South Dakota corporation ("SDP"), and certain other parties, as sellers, pursuant to which Brattle Acquireco agreed to purchase, and the holders of capital stock of SDP (the "SDP Sellers") agreed to sell,date the issued and outstanding capital stock of SDP (the "SDP Shares"),liquidated damages payment is demanded, subject to the terms and conditions set forth therein (the "Definitive Agreement").a cap of 984,504 common shares.

Our common shares are a high risk investment.

Our common shares are listed in Canada on the TSXV and we are not listed on any U.S. national securities exchange. Consequently, there is a limited trading market for our common shares, which may affect the ability of shareholders to sell our common shares in the U.S. and the prices at which they may be able to sell our common shares. The TSXV is a smaller exchange in Canada and your broker may not facilitate trades in Canada.

The market price of our common shares has been volatile, and fluctuates widely in price in response to various factors which are beyond our control. The price of our common shares is not necessarily indicative of our operating performance or long term business prospects. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common shares.

In the United States, our common shares are considered a "penny stock", and our shares are not listed and trading on any U.S. exchange. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks". These rules further restrict the trading activity and marketability of our common shares. As a result of the foregoing, a purchase of our common shares should be considered a high risk investment.

Additional issuances of common shares may result in further dilution.

We may issue additional common shares in the future to finance acquisitions or operations, which may dilute an existing investor's holdings. We cannot predict the size or nature of future issuances or the effect that future issuances and sales of common shares will have on the market price of our common shares. Issuances of a substantial number of additional common shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for our common shares. With any additional issuance of common shares, our investors will suffer dilution to their voting power and economic interest.

Our share price may be volatile and as a result you could lose all or part of your investment.

In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common shares:

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common shares.

If you purchase common shares in this offering, you cannot resell them in the United States unless you comply with state blue sky laws.

Common Shares purchased pursuant to this offering are not "covered securities" under Section 18(a) of the Securities Act, as amended, because the common shares will not be listed for trading on a U.S. national securities exchange. Common Shares that are not covered securities must be resold in compliance with applicable state blue sky laws. Applicability is based upon the TSXV underresidence of the symbol "SGMD". Completionpurchaser. While some states may have an exemption for resale without compliance with state blue sky laws, other states will require compliance with blue sky laws. Such compliance can be costly and lengthy. Any delays could result in burdensome wait times or the termination of the resale transaction.

We do not intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our acquisitioncommon shares.

Because we have no near term plans to pay cash dividends on our common shares, investors must look solely to share appreciation for a return on their investment. We anticipate retaining all available funds and any future earnings for use in the operation and expansion of SDP, indirectly through Brattle Acquireco, along withour business and there is no expectation that we will declare or pay any cash dividends on our common shares in the Related Transactionsnear term. Any future determination as to the declaration and payment of cash dividends will result inbe at the discretion of the Board and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors that the Board considers relevant. Accordingly, investors will only see a changereturn on their investment if the value of business, as defined under Policy 5.2 - our common shares appreciates.

Changes of Business and Reverse Takeovers (“Policy 5.2”)We are subject to the continued listing criteria of the TSXV Corporate Finance Manual (theand our failure to satisfy these criteria may result in the suspension or delisting of the common shares.

Our common shares are currently listed on the TSXV. In order to maintain the listing, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders. In addition to objective standards, the TSXV may delist or suspend from trading the securities of any issuer if, in the TSXV's opinion, the issuer or its principal operating subsidiary substantially reduces or impairs its principal operating assets, ceases or discontinues a substantial portion of its operations or business for any reason, or seeks protection or is placed under the protection of any insolvency or bankruptcy laws or is placed into receivership, or if any other event occurs or any condition exists which, in the opinion of the TSXV, makes continued listing on the TSXV inadvisable or not in the public interest.

If the TSXV suspends or delists our common shares, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common shares, reduced liquidity, decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

We are eligible to be treated as an "emerging growth company" as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

We will remain an "emerging growth company" until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period or (iv) the last day of the fiscal year in which we celebrate the fifth anniversary of our first sale of registered common equity securities pursuant to the Securities Act. Until such time, however, we cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may be more volatile.

It may be difficult to enforce judgments or bring actions outside the United States against us and our directors.

We are a British Columbia corporation and, as a result, it may be difficult or impossible for an investor to enforce in courts outside the United States judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws against these persons and the Company; or bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws against these persons and the Company.

Risks Related to Our Business and Industry

We have a limited business history.

On March 11, 2021, we completed a "Change of Business,"). Pursuant to Policy 5.2, an issuer must notify as defined by the TSXV, as soon as it has reachedto become an agreement that will resultacquisition-oriented medical device company with plans to achieve scale through further acquisitions and organic growth, with the intent to operate in athe recovery science market, including post-operative pain, wound care and other markets serving the aging population in the United States. Prior to our Change of Business, and the securities of the issuer will immediately be subject to a trading halt until certain conditions have been satisfied. Our common shares have been halted from trading on the TSXV since September 9, 2020 pursuant to Policy 5.2 pending the TSXV approval of the Change of Business. The TSXV approval of the Change of Business is subject to several conditions, including approval of the Change of Business by our shareholders, which was obtained on March 11, 2021, and delivery of certain documents to the TSXV. Our common shares will resume trading on the TSXV upon approval of the Change of Business by the TSXV.

SDP operates a large state-of-the-art production facility located in the state of South Dakota, currently producing proprietary and white-label medical devices for pain management, cold and hot therapy, Transcutaneous Electrical Nerve Stimulation ("TENS"), Neuromuscular Electrical Stimulation("NMES"), Pulsed electromagnetic field ("PEMF") and ultrasound therapy. See "Description of South Dakota Partners" for more information.

Upon the closing of the acquisition of the SDP Shares by Brattle Acquireco in accordance with the terms and conditions of the Definitive Agreement (the "Closing"), the SDP Sellers will hold less than 3% of all of the outstanding shares in Brattle Acquireco, with the Company owning the remaining shares of capital stock of Brattle Acquireco.

The Change of Business remains subject to several conditions precedent, including final approval of the TSXV, execution of non-competition agreements by major SDP shareholders and Leslie Cross, our Interim Chief Executive Officer, and other typical terms and conditions including accuracy of representations and warranties, no adverse changewe were engaged in the business of the target or material increasemaking loans to third parties.

As discussed above, we acquired SDP in indebtedness, and applicable shareholder approvals. Please see the below section entitled "ChangeMay 2021, Simbex in September 2021, certain assets of Business and Related Transactions" beginning on page 27 for more information.

Related Transactions

Concurrent Financings

In connection with the Change of Business, we, directly and through our wholly-owned subsidiary, Finco, completed financings consisting ‎of the following two offerings (the "Concurrent Financings"). ‎We intend to use the proceeds from the Concurrent Financings to operate the business and acquire other medical device businesses after the SDP transaction closes. ‎

On December 18, 2020, we completed a financing of 7,869,005 subscription receipts ("Salona Subscription Receipts") on a non-brokered private placement basis at a price of C$0.4749 per Salona Subscription Receipt, for ‎gross proceeds to us of C$3,736,982 (the "Concurrent Salona Financing"). Each Salona Subscription Receipt will automatically convert into ‎one common share on the Escrow Release Date (as defined below). In connection with the Concurrent Salona Financing, registered dealers were entitled to cash ‎compensationALG Ohio in the aggregate amount of C$166,449 ‎(50% payable on the closing of the Concurrent Salona Financing and 50% payable on the Escrow Release Date)‎, and (ii) on the Escrow Release Date, an aggregate of 876,231 options ("Salona Compensation Options"), each of which shall be exercisable to purchase one ‎common share at ‎a price of C$0.4749 per common share until December 18, 2022.

In addition, on December 18, 2020, Finco completed a financing of 2,121,232 subscription receipts ("Finco Subscription Receipts") on a non-brokered private placement basis, at a price of C$0.8548 ‎per Finco Subscription Receipt, for gross proceeds to Finco of C$1,813,276 (the "Concurrent Finco Financing"). ‎Each Finco Subscription Receipt will automatically convert into one unit (each, a "Unit") on the Escrow Release Date, without any further consideration on the part of the subscriber. Each Unit ‎shall consist of one share of Finco (a "Finco Share") and one Finco Share purchase warrant (a "Finco Warrant"), with ‎each Finco Warrant exercisable for one Finco Share at C$1.25 per share until December 18, 2022, subject to acceleration. In connection with the Concurrent Finco Financing, ‎registered dealers were entitled to (i) cash ‎compensation in the aggregate amount of C$83,320 ‎(50% payable on closing of the Concurrent Finco Financing and 50% payable on the Escrow Release Date)‎, and (ii) on the Escrow Release Date, an aggregate of 243,675 options ("Finco Compensation Options"), each of which shall be exercisable to purchase one Finco Share at a price of C$0.8548 per share until December 18, 2022. Please see the below section entitled "Change of Business and Related Transactions" beginning on page 27 for more information.

Amalgamation and Winding-Up

We anticipate that, immediately following the completion of the Change of Business and the conversion of the outstanding Finco Subscription Receipts into the Units consisting of Finco Shares and Finco Warrants, the Company, Finco and 1077863 B.C. Ltd. ("MergerSub") will complete a three-cornered amalgamation (the "Amalgamation") pursuant to the statutory procedure under Section 269 of the Business Corporations Act (British Columbia), as amended, including the regulations ‎promulgated thereunder (the "BCBCA"). Pursuant to the Amalgamation, the holders of Finco Shares will receive the Company's common shares on a one for one basis, the holders of Finco Warrants will receive common share purchase warrants exercisable for the Company's common shares on a one for one basis (the "Resulting Issuer Warrants"), and the holders of Finco Compensation Options will receive those compensation options to purchase the Company's common shares which will be exchanged on a one for one basis for the Finco Compensation Options in connection with the Amalgamation (the "Exchangeable Compensation Options"), with the resulting entity being "Amalco".

It is our intention to dissolve and liquidate Amalco immediately following the Amalgamation and distribute all of its assets to the Company, as the resulting issuer. In addition, we also anticipate dissolving and liquidating Inspira Saas Billing Inc. and distributing its assets to the Company upon completion of the Change of Business. Please see the below section entitled "Change of Business and Related Transactions" beginning on page 27 for more information.

Corporate Information

We were originally incorporated as "Chrysalis Capital IX Corporation" on September 17, 2013 under ‎the Canada Business Corporations Act (the "CBCA"). On July 7, 2015, we completed a transaction pursuant to which we and Inspira Financial Inc., a private British Columbia corporation, completed a triangular amalgamation, whereby Inspira Financial Inc. ‎amalgamated with 1040096 B.C. Ltd., our wholly-owned subsidiary, to ‎form an amalgamated corporation and, as a result of which, we became the sole beneficial owner of all of the outstanding shares of the amalgamated corporation. Immediately thereafter, we continued into British Columbia, amalgamated with the ‎amalgamated corporation and changed our name to "Inspira Financial Inc.‎"

On January 15, 2020, we changed our name from "Inspira Financial Inc." to "Brattle Street Investment Corp." and thereafter changed our name to "Salona Global Medical Device Corporation" on December 15, 2020. Please see the below section entitled "Business-Corporate History" for more information.

Our common shares are listed for trading on the TSXV under the symbol "SGMD".

Our principal executive office is located at 3330 Caminito Daniella, Del Mar, California, 92014. Our telephone number is 1-800-760-6826 and our website is www.salonaglobal.com.  The information found on our website is not part of this prospectus.

Corporate Structure

The following chart illustrates our corporate structure immediately prior to the completion of the Change of Business and Related Transactions, together with the governing law of each principal material subsidiary and the percentage of voting securities we beneficially own.

The following diagram illustrates our corporate structure following the completion of the Change of Business and Related Transactions:

Our Emerging Growth Company Status

As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth company" as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the "JOBS Act") of 2012. As an emerging growth company, we may take advantage of specified reduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include:

• reduced disclosure about our executive compensation arrangements;

• exemptions from non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and

• exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the SEC or if we issue more than $1.0 billion of non-convertible debt over a three-year period.

Our Smaller Reporting Company Status

We are also currently a "smaller reporting company," meaning that we have either (a) a public float of less than $250 million or (b) annual revenues of less than $100 million and either no public float or a public float of less than $700 million. In the event that we are still considered a "smaller reporting company," at such time as we cease being an "emerging growth company," the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an "emerging growth company" or a "smaller reporting company." Specifically, similar to "emerging growth companies," "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings.

Accordingly, the information that we provide you may be different than what you may receive from other public companies in which you hold equity interests.

THE OFFERING

(1) The number of common shares shown above to be outstanding prior to this offering is based on 33,813,308 common shares outstanding as of May 11,November 2021, and excludes the following:

• 7,869,005 common shares underlying Salona Subscription Receipts;
• 2,121,232 common shares underlying, indirectly, Finco Subscription Receipts;
• 2,121,232 common shares underlying Resulting Issuer Warrants;
• 876,231 common shares underlying Salona Compensation Options;
• 243,675 common shares underlying Exchangeable Compensation Options; and
• 2,793,380 common shares underlying outstanding but unexercised Company Options.

In this prospectus, except as otherwise indicated or the context otherwise requires, all information regarding the common shares being offered hereunder is presented assuming the completion of the Change of Business and Related Transactions.

RISK FACTORS

InvestingMio-Guard in our common shares involves a high degree of risk. The following are certain risk factors relating to our business and common shares and are not the only risks facing our Company. The below risk factors assume the completion of the Change of Business and Related Transactions unless otherwise noted. You should consider carefully the risks and uncertainties described below before making an investment decision. Our business, financial condition, operating results or growth prospects could be harmed by any of these risk factors or others which may not currently be known to us or which we may currently deem immaterial. In such an event, the trading price of our common shares could decline, and you may lose all or part of your investment. In assessing these risks, you should also refer to all of the other information contained in this prospectus, including our consolidated financial statements and related notes. Please also see the section captioned "Cautionary Note Regarding Forward-Looking Statements" beginning on page 26 of this prospectus.

Risks Related to Our Common Shares

Our common shares are a high risk investment.

Our common shares are listed in Canada on the TSXV and we are not listed on any U.S. national securities exchange. Consequently, there is a limited trading market for our common shares, which may affect the ability of shareholders to sell our common shares in the U.S. and the prices at which they may be able to sell our common shares. The TSXV is a smaller exchange in Canada and your broker may not facilitate trades in Canada.

The market price of our common shares has been volatile, and fluctuates widely in price in response to various factors which are beyond our control. The price of our common shares is not necessarily indicative of our operating performance or long term business prospects. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common shares.

Our common shares have been halted from trading on the TSXV since September 9, 2020 pending the completion of the Change of Business described in "Change of Business and Related Transactions" in this prospectus. Once our common shares resume trading on the TSXV, the common shares may be subject to increased price and market volatility given the duration of the halted trading period and the potential of shares from this offering being sold into the market.

Additionally, in connection with our acquisition of SDP, Brattle Street Acquisitionco, a subsidiary of the Company, will issue securities (the “Exchangeable Shares”) that will be exchangeable for up to 19,162,000 Class “A” Non-Voting Common Shares of the Company (“Consideration Shares”), on the basis of 10 Consideration Shares for every one Exchangeable Share. Beginning on the 12 month anniversary of our acquisition of SDP, each Consideration Share may be converted into one shares of common stock of the Company at the election of the holder. The Consideration Shares will not be available for sale into the market or resale by the holders, however, the Common Shares issuable upon the conversion of Consideration Shares can be sold into the market or resold by holders.  The issuance of Common Shares issuable upon the conversion of Consideration Shares will create additional dilution and the resale of such Common Shares may cause a reduction in our share price or increase volatility.

In the United States, our common shares are considered a “penny stock”, and our shares are not listed and trading on any U.S. exchange. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks". These rules further restrict the trading activity and marketability of our common shares.

As a result of the foregoing, a purchase of our common shares should be considered a high risk investment.

If you purchase common shares in this offering, you cannot resell them in the United States unless you comply with state blue sky laws.

Common Shares purchased pursuant to this offering are not “covered securities” under Section 18(a) of the Securities Act of 1933, as amended, because the common shares will not be listed for trading on a U.S. national securities exchange.  Common Shares that are not covered securities must be resold in compliance with applicable state blue sky laws.  Applicability is based upon the residence of the purchaser.  While some states may have an exemption for resale without compliance with state blue sky laws, other states will require compliance with blue sky laws.  Such compliance can be costly and lengthy.  Any delays could result in burdensome wait times or the termination of the resale transaction.

We do not intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.

Because we have no near term plans to pay cash dividends on our common shares, investors must look solely to share appreciation for a return on their investment. We anticipate retaining all available funds and any future earnings for use in the operation and expansion of our business and there is no expectation that we will declare or pay any cash dividends on our common shares in the near term. Any future determination as to the declaration and payment of cash dividends will be at the discretion of the Board and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors that the Board considers relevant. Accordingly, investors will only see a return on their investment if the value of our common shares appreciates.

We are subject to the continued listing criteria of the TSXV and our failure to satisfy these criteria may result in the suspension or delisting of the common shares.

Our common shares are currently listed on the TSXV. In order to maintain the listing, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders.March 2022 through several wholly owned subsidiaries. In addition to objective standards,operating the TSXV may delist or suspend from trading the securities of any issuer if,acquired businesses, our current strategy is to identify and acquire additional operating businesses in the TSXV's opinion, the issuer or its principal operating subsidiary substantially reduces or impairs its principal operating assets, ceases or discontinues a substantial portionmedical technology/device sector, some of its operations or business for any reason, or seeks protection or is placed under the protection of any insolvency or bankruptcy laws or is placed into receivership, or if any other event occurs or any condition exists which in the opinion of the TSXV, makes continued listing on the TSXV inadvisable or not in the public interest.

If the TSXV suspends or delists our common shares, investors may face material adverse consequences, including, but not limited to, a lack of trading market for our common shares, reduced liquidity, decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

We are eligible to be treated as an "emerging growth company" as defined in the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

We will remain an "emerging growth company" until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period or (iv) the last day of the fiscal year in which we celebrate the fifth anniversary of our first sale of registered common equity securities pursuant to the Securities Act. Until such time, however, we cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may be more volatile.

It may be difficultcomplementary to enforce judgments or bring actions outside the United States against us and our directors.

We are a British Columbia corporation and, as a result, it may be difficult or impossible for an investor to do the following:

Risks Related to Our Business and Industry

We have a limited business history.

SDP. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. We have limited financial resources and there is no assurance that additional funding will be available to us for further operations or to fulfill our obligations under applicable agreements. There is no assurance that we can generate revenues, operate profitably, or provide a return on investment, or that we will successfully implement our business plans.

As we acquire and invest in companies or technologies, we may not realize expected business, technological or financial benefits and the acquisitions or investments could prove difficult to integrate, disrupt our business, dilute shareholder value and adversely affect our business, results of operations, and financial condition.

As part of our business strategy, we may evaluate and make investments in, or acquisitions of, complementary companies, solutions, software, and technologies, to further grow and augment our business and solution offerings. The success of any attempts to grow our business through acquisitions to complement our business depends in part on the availability of, our ability to identify, and our ability to engage and pursue suitable acquisition candidates. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all.

If we do complete future acquisitions, we cannot assure you that they will ultimately strengthen our competitive position or that they will be viewed positively by customers, financial markets, or investors. Furthermore, future acquisitions could pose numerous additional risks to our operations, including:

•diversion of management's attention from existing operations;

•unanticipated costs or liabilities associated with the acquisition;

•difficulties in, and the cost of, integrating personnel, operations, technologies, solutions, and services which may lead to failure to achieve the expected benefits on a timely basis or at all;

•challenges in achieving strategic objectives, cost savings and other anticipated benefits;

•inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies; and

•the difficulty of incorporating acquired medical technology and rights into our solutions and solution portfolio and of maintaining quality and security standards consistent with our brand.

We may be negatively impacted by challenging global economic conditions.

Our business, financial condition, results of operations and cash flow may be negatively impacted by challenging global economic conditions. For example, and as discussed in more detail below, insince early 2020, the U.SU.S. and other world economies have experienced turmoil due to the outbreak of a novel strain of coronavirus ("COVID-19"), and related "shelter-in-place" orders and other governmental mandates, which has resulted in global economic uncertainty.

A global economic slowdown would cause disruptions and extreme volatility in global financial markets, increased rates of default and bankruptcy and declining consumer and business confidence. The COVID-19 pandemic has already disrupted, and could potentially further disrupt, our supply chain or interfere with normal business operations due to the loss of employee availability. The broader impact of the COVID-19 pandemic on investors, businesses, the global economy or financial and commodity markets may also have a material adverse impact on our results of operations, financial condition and the trading price of our common shares.

Additionally, the U.S. has imposed and may impose additional quotas, duties, tariffs, retaliatory or trade protection measures or other restrictions or regulations and may adversely adjust prevailing quota, duty or tariff levels, which can affect both the materials that we use in our products and the sale of finished products. For example, the tariffs imposed by the U.S. on materials from China are impacting materials that we import for use in packaging in the U.S. Measures to reduce the impact of tariff increases or trade restrictions, including geographical diversification of our sources of supply, adjustments in packaging design and fabrication or increased prices, could increase our costs, delay our time to market and/or decrease sales. Other governmental action related to tariffs or international trade agreements has the potential to adversely impact demand for our products and our costs, customers, suppliers and global economic conditions and cause higher volatility in financial markets. While we actively review existing and proposed measures to seek to assess the impact of them on our business, changes in tariff rates, import duties and other new or augmented trade restrictions could have a number of negative impacts on our business, including higher consumer prices and reduced demand for our products and higher input costs.

Our failure to comply with all regulatory, permit and license requirements could result in criminal or civil sanctions or an adverse effect on our business.

Upon completion of the Change of Business, we will beWe are operating in an industry that is subject to extensive federal and state regulation. Failure to comply with applicable regulations could result in severe criminal or civil sanctions or require us to make significant changes to our operations that could adversely affect our business, financial condition and operating results.

Our operations willare also be subject to state laws governing, among other things, distribution of medical equipment and certain types of health activities, and we may be required to obtain and maintain licenses in each state to act as an equipment supplier. Additionally, accreditation is required by many payors. If we fail to obtain or maintain any required accreditation, it could have an impact on our business.

Increased regulatory burdens may result in significant loss of revenue, substantial out-of-pocket costs and loss of management focus on our business.

Increasing regulatory burdens, including premarketing approval delays, may result in significant loss of revenue, unpredictable costs and loss of management focus on developing and marketing products that improve the quality of healthcare. Medical device companies are increasingly burdened with bureaucratic and regulator demands that may not be reasonably related to assuring the safety or effectiveness of the devices that they provide. Premarketing submission administrative burdens, and substantial "user fees" or notified body review fees, represent a significant non-clinical and/or non-scientific barrier to new product introduction, resulting in lack of investment or delays to revenues from new or improved devices. The risks associated with such circumstances relate not only to substantial out-of-pocket costs, including potential litigation, but also loss of business and a diversion of attention of key employees for an extended period of time from managing their normal responsibilities, particularly in new product development and routine quality assurance activities.

Healthcare reform legislation may negatively impact us.

Healthcare reform laws significantly affect the U.S. healthcare services industry. In recent years, many legislative proposals have been introduced or proposed in Congress and in some state legislatures that would affect major changes in the healthcare system, either nationally or at the state level. The ultimate content, timing or effect of any healthcare reform legislation and the impact of potential legislation on us is uncertain and difficult, if not impossible, to predict. That impact may be material to our business, financial condition or results of operations.

Legislative or executive order healthcare reform in the United States has the potential to render the U.S. medical device marketplace unpredictable. A fully government-run healthcare system might expand demand for healthcare services to previously uninsured populations but may also reduce or eliminate healthcare consumer choice as well as commercial incentives for innovation. Although SDP doeswe do not collect revenue by billing insurance providers, changes in reimbursement by public or private insurance could reduce the profitability of providing physical therapy services, and indirectly decrease demand for our products produced by SDP or otherour acquisition targets.

We face intense competition.

The healthcare and medical device industry is highly competitive and dynamic and maywill become more competitive as new players enter the market. Certain competitors will be subsidiaries or divisions of larger, much better capitalized companies. Certain competitors will have vertically integrated production and services sectors of the market. We may have less capital and may encounter greater operational challenges in serving the market.

Better capitalized competitors may be able to borrow money or raise debt to purchase equipment on more favorable terms or more easily than us. Potential competitors could have significantly greater financial, research and development, production, and sales and marketing resources than we have and could utilize their greater resources to acquire or develop new technologies or products that could effectively compete with ours. Additionally, demand for our products could be diminished by technological change or equivalent or superior products developed by competitors.

Competing in these markets could result in price-cutting, reduced profit margins and loss of market share, any of which would harm our business, financial condition and results of operations. Our ability to compete effectively depends upon our ability to distinguish ourselves from our competitors and their products, on such factors as safety and effectiveness, product pricing, compelling clinical data and quality of customer support.

We may be unable to identify and complete acquisitions.acquisitions in the medical technology sector.

We may not be able to successfully identify and complete corporate transactions on favorable terms or achieve anticipated synergies relating to any acquisitions in the medical technology sector, and such acquisitions could result in unforeseen operating difficulties and expenditures or require significant management resources and significant charges.

As a part of our anticipated growth strategy, we will be regularlyare continuously exploring potential acquisitions of complementary businesses, technologies, services or products. We may be unable to find suitable acquisition candidates. Even if we identify appropriate acquisition candidates, we may be unable to complete the acquisitions on favorable terms, if at all, as a result of changes in tax laws, regulations, financial market, or other economic or market conditions. We may incur material costs in pursuing successful or unsuccessful acquisitions. Acquisition activities can be thwarted by overtures from competitors for the targeted candidates, government regulation and replacement product developments within the industry in which we are expected to operate. Competition may intensify due to the ongoing consolidation in the healthcare industry, which may increase our acquisition costs. Competition from other buyers of medical device companies may drive asset prices to levels that we do not believe are justified in the long term, which could delay our acquisition strategy. In addition, the process of integrating an acquired business, technology, service or product into existing operations could result in unforeseen difficulties and expenditures. Acquired businesses may require capital infusions for the possibility of future growth. Integrating completed acquisitions into existing operations involves numerous short-term and long-term risks, including diversion of management's attention, failure to retain key personnel, long-term value of acquired intangible assets and acquisition expenses. In addition, we may be required to comply with laws, rules and regulations that may differ from those of the states in which our operations will be conducted upon completion of the Change of Business.are currently conducted. Moreover, we may not realize the anticipated financial or other benefits of an acquisition.

Future acquisitions could also involve the issuance of equity securities, the incurrence of debt, assumption of actual or contingent liabilities or amortization of expenses related to other intangible assets, any of which could adversely impact our financial condition or results of operations. The issuance of shares for an acquisition may result in dilution to our shareholders and, depending on the number of shares that may be issued, the resale of such shares could affect the trading price of our common shares. In addition, equity or debt financing required for such acquisitions may not be available. We may not be able to identify all actual or contingent liabilities associated with a particular acquisition, and representations and warranties in a purchase agreement, if any, may not be sufficient to allow for recovery of losses.

Any corporate transaction will be accompanied by certain risks including but not limited to: exposure to unknown liabilities of acquired companies and the unknown issues with any associated technologies or research; certain acquired businesses may have business models with lower operating margins, which could affect our overall operating results in future periods; higher than anticipated acquisition costs and expenses; the difficulty and expense of integrating operations, systems, and personnel of acquired companies; disruption of ongoing business; uncertainty that an acquired business will continue to maintain its pre-acquisition revenue and growth rates, or be profitable; inability to retain key customers, vendors, and other business partners of the acquired company; diversion of management's time and attention; the realization of financial and operating risks not fully anticipated; and potential challenges under antitrust laws, either before or after an acquisition is consummated, which could involve substantial legal costs and result in our having to abandon the transaction or make a divestiture.

We may not be able to successfully overcome these risks and other problems associated with acquisitions and this may adversely affect our business, financial condition or results of operations.

We may be unable to achieve our growth strategy.

We may have difficulty identifying or acquiring suitable acquisition targets and in achieving organic growth, which is a significant aspect of our proposed business model. In the event that we are successful in consummating acquisitions in the future, such acquisitions may negatively impact our business, financial condition, results of operations, cash flows and prospects due to a variety of factors, including the acquired company's business not achieving the anticipated revenue, earnings or cash flows, assumption of liabilities or risks beyond our estimates or the diversion of the attention of management from our then existing business. If we are unable to continue to grow or manage our growth for any of these reasons, we may be unable to achieve our proposed expansion strategy, which could adversely impact our earnings, revenue and profits.

We may be unable to execute on our planned international expansion.

A component of our proposed growth strategy is to expand our operations and sales internationally. There can be no assurance that we will be able to identify any targets in foreign jurisdictions, successfully market, distribute, sell and deliver our products in foreign markets, or otherwise be able to successfully expand our international sales. New trade or tariff policies and geopolitical tensions and disputes could make international markets less accessible or profitable. Compliance with various regulations and laws of foreign nations may be costly and require scale to be financially attractive. Global operations could cause us to be subject to unexpected, uncontrollable and rapidly changing risks, events and circumstances.

We may fail in our efforts to manage growth.

The success of our business strategy depends, in part, on our ability to expand our operations in the future. Our anticipated growth strategy is expected to place demands on management, operational and financial information systems, and other resources. Expansion of our operations may require substantial financial resources and management attention. To accommodate anticipated future growth, and to compete effectively, we may need to improve our management, implement operational and financial information systems, and expand, train, manage, and motivate our workforce. Our personnel, systems, procedures, or controls may not be adequate to support our operations in the future. Further, focusing financial resources and diverting management's attention to the expansion of our operations may negatively impact our financial results. Any failure to improve our management, to implement operational and financial information systems, or expand, train, manage, or motivate our workforce, as required, may reduce or prevent our growth plans.

Following completion of the Change of Business, we will beWe are dependent on key distributors.

SDP'sOur reliance on third party distributors in some markets may result in less predictable revenues. Distributors may have varying expertise in marketing and selling specialty medical devices and may also sell other devices that could result in less focus on our products.

We are dependent on key customers, markets and products.

Following completion of the Change of Business, we expect toWe produce a limited number of products and have a concentration of orders from key customers, primarily in the U.S. market, from which we expect to derive a substantial portion of our revenue. The Richmar Supply Agreement (as defined herein) contributed 35%In connection with the acquisition of SDP, we acquired SDP's total revenue in 2020 and 13% of SDP's total revenue in 2019, and the DJO Supply Agreement (as defined herein) contributed 48% of SDP's total revenue in 2020 and 75% of its total revenue in 2019. Each of thesetwo main supply agreements. These supply agreements (together, the "Supply Agreements") is further described in "Description of South Dakota Partners-History" and may be terminated by either party from time to time under certain conditions. Customers may cancel or choose not to renew their contracts. Changes in economic conditions could influence future actions of SDP'sour partners or other customers. To the extent that any significant agreement or agreements with SDP'sour customers are canceled, including, without limitation, either Supply Agreement,our supply agreements, or are not renewed or replaced with other arrangements having at least as favorable terms, our business, financial condition and results of operations could be materially adversely affected. We seek to expand our product offerings, increase the number of customers and expand our markets, but there is no assurance that this plan will succeed.

SDP'sOur customers depend on third-party coverage and reimbursements. The failure of healthcare programs to provide coverage and reimbursement, or reductions in levels of reimbursement, could have a material adverse effect on our business.

The ability of SDP'sour customers to obtain reimbursements for products they purchase from us or from intermediaries, or from therapies they provide using the products they purchase from usthe Company or our intermediaries is important to our business. Demand for many of our existing and new medical products is, and will continue to be, affected by the extent to which government healthcare programs and private health insurers reimburse our customers for patients' medical expenses in the countries where we do business. Any reduction in the amount of reimbursements received by our customers could harm our business by reducing their selection of our products and the prices they are willing to pay.

In addition, as a result of their purchasing power, third-party payors are implementing cost-cutting measures such as seeking discounts, price reductions or other incentives from medical products suppliers and imposing limitations on coverage and reimbursements for medical technologies and procedures. These trends could compel us to reduce prices for our existing products and potential new products and could cause a decrease in the size of the market or a potential increase in competition that could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be unable to successfully market our products and services.

We may not be successful in marketing our products and services. In order to sustain and increase revenues, our products and services must achieve a significant degree of market acceptance. If we are unable to promote, market and sell our products and services or secure relationships with customers, our business, financial condition and results of operations would be materially adversely affected.

Levels of market acceptance for products and services could be impacted by several factors, many of which are not within our control, including but not limited to: safety, efficacy, convenience and cost-effectiveness of our products and services; scope of approved uses and marketing approval; difficulty in, or excessive costs to, manufacturing; infringement or alleged infringement of the patents or intellectual property rights of others; maintenance of business arrangements with healthcare providers; availability of alternative products or services from competitors; and acceptance of the price of products and services.

If our competitors are able to develop and market products that are preferred over those offered by us, are able to grow service businesses that are preferred over our services or other businesses preferred over other products and services that may be developed, we may not be able to generate sufficient revenues to continue our operations. We may not be able to contend successfully with competitors. The medical device industry is highly competitive and subject to significant and rapid technological changes as new technologies, services and treatments are developed.

We plan to market our products in other countries besides the United States. We may not succeed in our marketing efforts. We may incur substantial initial costs associated with entering a new market. It may take time to meet all the legal, regulatory and economic burdens of entering a new market, and those costs may not be recouped for some time or at all, which may have an impact upon our financial performance.

We may fail to keep pace with necessary technological changes.

The market for some of our products may be characterized by rapid change and technological improvements. Failure to respond in a timely and cost-effective way to these technological developments could result in serious harm to our business and operating results. SDP has derived, and it is expected that we will continue to derive, a substantial portion of revenues from the development and sale of products in the medical device industry. As a result, our success will depend, in part, on our ability to develop and market product offerings that respond in a timely manner to the technological advances of our competitors, evolving industry standards and changing patient preferences. There is no assurance that we will keep up with technological improvements.

We are a holding company and operate through our subsidiaries.

Upon completion of the Change of Business, it is expected that we willWe conduct our operations through our subsidiaries. Therefore, to the extent of these holdings, we (directly and indirectly) will beare dependent on the cash flows of these subsidiaries to meet our obligations. The ability of these subsidiaries to make payments to their parent companies may be constrained by a variety of factors, including the level of taxation, particularly corporate profits and withholding taxes, in the jurisdiction in which each subsidiary operates, and the introduction of exchange controls or repatriation restrictions or the availability of hard currency to be repatriated. In the event of a bankruptcy, liquidation or reorganization of any of our material subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of those subsidiaries before us.

We may be subject to certain conflicts of interest.

Certain of our directors and officers will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. GAP Partners, Inc., the current majority shareholder of SDP, continues to be the majority shareholder of StampSource, LLC.  SDP may continue to order products from StampSource LLC.  The Definitive Agreement provides that any such purchases will be made at or below market prices.  Following the Change of Business, we intend to haveOur independent members of the Board will review any such transactions and report to the Audit Committee of the Board.

The British Columbia Business Corporations Act, as amended, including the regulations promulgated thereunder (the "BCBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to an issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.

Upon completion of the Change of Business, we will be subject to constraints on our control of our subsidiary, SDP.

Luke Faulstick and Steve Hollis, the current members of the SDP Board, have made personal guarantees (the "Personal Guarantees") in connection with the outstanding indebtedness, which we, through Brattle Acqurieco, will be required to use commercially reasonable efforts to have released pursuant to the Definitive Agreement. We, through Brattle Acquireco, have agreed, upon completion of the Change of Business, to vote to elect each of Mr. Faulstick and Mr. Hollis as the sole members of the SDP Board until the earlier of: (i) the termination of the Personal Guarantees; (ii) the acceptance by SDP of financing assistance from us or any affiliate thereof; or (ii) the termination of Mr. Faulstick's employment with SDP for "cause" or by reason of his death, disability or incapacity, in which case Mr. Hollis shall be elected as the sole director until such time as his resignation, death, disability or incapacity. It is a condition to the TSXV granting final approval in respect of the Change of Business that, to the extent any Personal Guarantees remain outstanding on Closing, the parties to the Definitive Agreement will agree that the Company will no longer be obligated to elect each of Mr. Faulstick and Mr. Hollis to act as directors of SDP after the third anniversary of Closing. For more information regarding the Personal Guarantees, see "Executive Officer and Director Compensation-SDP Compensation."

We do not have lost ourforeign private issuer status and do not expect to attain foreign private issuer status.

As of March 1, 2020, the Company ceased to meet the definition of a "foreign private issuer" set out in Rule 405 of the Securities Act. As a result, our equity securities will be deemed to be "restricted securities" as such term is defined in Rule ‎‎144 of the Securities Act. Any such securities issued by us must be registered with the SEC or be issued on an exempt basis and carry resale restrictions. As a result of the loss of foreign private issuer status, ‎we are filing thiswe filed a registration statement in the United States on Form S-1 to register the resale of securities issued in connection ‎with the Concurrent Financingswith certain private equity financings, and related financings.  This will result in our becomingwe are now subject to SEC rules and regulations ‎regardingregarding disclosure and willwhich require us to filethe filing of various periodic reports on Forms 10-K, 10-Q and 8-K on a periodic basis.  These8-K. Compliance with these obligations ‎significantrequires significant financial and management resources. We willare also become subject to liability under the Securities Act ‎andand the Exchange Act. Liability under these acts can lead to monetary fines, limitations on future ‎financingsfinancings and, if imposed, may impede our ability to finance our business‎.business.

We may be subject to litigation.

We and/or our directors may be subject to a variety of civil or other legal proceedings, with or without merit, which may redirect substantial amounts of our resources. Our devices may be used in inherently risky situations to help physicians achieve a more positive outcome than what might otherwise be the case. In any lawsuit where an individual plaintiff suffered permanent physical injury, the possibility of a large award for damages exists whether or not a causal relationship exists. Moreover, even if we are successful in litigation, litigation can redirect significant resources including, but not limited to, our management's time and attention and our capital.

We face risks relating to our insurance coverage.

The marketing and sale of medical device products creates an inherent risk of claims for product liability. As a result, we willWe carry product liability insurance that we consider adequate to protect us from claims. There can be no assurance that we will have resources sufficient to satisfy liability claims in excess of policy limits if required to do so. Also, if we are subject to such liability claims, there is no assurance that our insurance provider will continue to insure us or that our insurance rates will not substantially rise, resulting in increased costs to us or forcing us to either pay higher premiums or reduce our coverage amounts, which would result in increased liability to claims.

We may be unable to maintain the intellectual property rights on which our future success is dependent.

It is anticipated that our trademarks, trade secrets and other intellectual property will be a component of our success. Effective trademark, trade secret and intellectual property protection may not be available to us in every jurisdiction in which our products may be available. In addition, if any third-party confidentiality agreements in our favor are breached, there may not be an adequate remedy available to us. If our trade secrets become publicly known, it may cause us to lose competitive advantages.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could subject us to significant liabilities and other costs.

Other companies, including our competitors, may obtain patents or other proprietary rights that would limit, interfere with, or otherwise circumscribe our ability to make, use, or sell products. Should there be a successful claim of infringement against us and if we could not license the alleged infringed technology at a reasonable cost, our business and operating results could be adversely affected. There has been substantial litigation regarding patent and other intellectual property rights in the medical device industry. The validity and breadth of claims covered in medical technology patents involve complex legal and factual questions for which important legal principles remain unresolved. Any litigation claims against us, independent of their validity, may result in substantial costs and the diversion of resources with no assurance of success.

SDP'sOur products may be subject to product recalls.

SDP'sOur products may be subject to recall, even afterdespite receiving United States Food and Drug Administration ("FDA") or foreign clearance or approval, which would harm our reputation and business. The FDA and similar governmental authorities in other countries have the authority to require the recall of medical device products in the event of material deficiencies or defects in design or manufacturing. A government mandated or voluntary recall by us could occur as a result of component failures, manufacturing errors or design defects, including defects in labeling. Any recall would divert managerial and financial resources and could harm our reputation with customers. There can be no assurance that we will not have product recalls in the future or that such recalls would not have a material adverse effect on our business.

We are subject to substantial regulation related to quality standards applicable to our manufacturing and quality processes.

We are subject to substantial regulation related to quality standards applicable to our manufacturing and quality processes. Our failure to comply with these standards could have an adverse effect on our business, financial condition, or results of operations. The FDA regulates the approval, manufacturing, and sales and marketing of many of our products in the United States. Significant government regulation also exists in other countries. As a device manufacturer, we are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA's Quality System Regulation requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections by the FDA. Failure to comply with current governmental regulations and quality assurance guidelines could lead to temporary manufacturing shutdowns, product recalls or related field actions. Efficacy, safety and/or manufacturing quality issues with respect to our products could lead to product recalls or related field actions, withdrawals, and/or declining sales.

We face risks related to our information technology systems, and potential cyber-attacks and security breaches.

Increased sophistication and activities of perpetrators of cyber-attacks have resulted in an increase in information security risks in recent years. Hackers develop and deploy viruses, worms, and other malicious software programs that attack products and services and gain access to networks and data centers. If we were to experience difficulties maintaining existing systems or implementing new systems, we could incur significant losses due to disruptions in our operations. Additionally, these systems may contain valuable proprietary and confidential information and personal customer data. A security breach could result in disruptions of our internal systems and business applications, harm to our competitive position from the compromise of confidential business information, or subject us to liability under laws that protect personal data. As cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. Any of these consequences would adversely affect our revenue and margins.

We are subject to antitrust laws, violations of which may incur substantial penalties that could have a material adverse effect on our business.

The U.S. healthcare industry is subject to close antitrust scrutiny. In recent years, U.S. regulatory authorities have taken increasing steps to review and, in some cases, take enforcement action against business conduct and acquisitions in the healthcare industry. Violations of antitrust laws may be punishable by substantial penalties including treble damages, significant monetary fines, civil penalties, criminal sanctions, and consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. Any of these penalties could have material adverse effects on our financial condition and results of operations.

We are subject to debt instruments and restrictive covenants that may impede our ability to conduct our business.

SDP isWe are subject to various restrictive covenants and events of default, including payment of interest and principal when due, under the businessa commercial loan agreement entered into by our subsidiary SDP with Dacotah Banka third-party financial institution on August 31, 2020June 9, 2021 in connection with a $3,500,000US$5,400,000 revolving loan facility (thewith a maturity on August 1, 2023, and a secured promissory note issued by SDP in the principal amount of US$750,000 maturing on June 1, 2024 (collectively, the "Business Loan AgreementLoans").

If there is an event of default under the Business Loan Agreement,Loans, the principal amount owing thereunder, plus accrued and unpaid interest, may be declared immediately due and payable. If such an event occurs, it could have a material negative financial impact on SDP financially as well as us.the Company. Any extended default under the Business Loan AgreementLoans could result in the loss of SDP'sour entire business and, correspondingly, ours.business.

In addition, the Business Loan Agreement includesLoans include various conditions and covenants that require SDPus to obtain consents prior to carrying out certain activities and entering into certain transactions. The inability to meet these conditions and covenants or obtain lenders' consent to carry out restricted activities could materially and adversely affect theour business and results of operations of SDP and us.operations.

SDP isWe are subject to environmental regulations and any failure to comply may result in substantial fines and sanctions.

SDP'sOur operations are subject to state, federal and international environmental laws and regulations governing, among other things, emissions to air, discharges to waters and the generation, handling, storage, transportation, treatment and disposal of raw materials, waste and other materials. Many of these laws and regulations provide for substantial fines and criminal sanctions for violations. We believe that SDP is and has beenwe are operating itsour business and facility in a manner that complies in all material respects with environmental, health and safety laws and regulations; however, we may incur material costs or liabilities if SDP failswe fail to operate in full compliance. We do not maintain environmental damage insurance coverage with respect to the products which we manufacture.

We may have to make significant expenditures in the future to comply with evolving environmental, health and safety requirements, including new requirements that may be adopted or imposed in the future. To meet changing licensing and regulatory standards, we may have to make significant additional site or operational modifications that could involve substantial expenditures or reduction or suspension of some of our operations. We cannot be certain that we have identified all environmental and health and safety matters affecting our activities, and in the future our environmental, health and safety problems, and the costs to remediate them, may be materially greater than we expect.

Our results of operations could be affected by currency fluctuations.

Our properties are all located in the United States and most costs associated with these properties are paid in U.S. dollars. At this time, all revenues are earned in U.S. dollars. If we are successful in marketing products to Europe and Japan, revenues may be earned in euros, yen and other diverse currencies. Marketing costs may also be incurred in such currencies. There can be significant swings in the exchange rate between these currencies and the Canadian dollar. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.

Risks Related to Our Finances and Capital Requirements

We may be unable to obtain sufficient capital or liquidity to fulfill our business requirements.

Additional funds for the establishment of our business and growth plans may be required. No assurances can be given that we will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. To meet such funding requirements, we may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable us or at all. If we are unable to obtain additional financing as needed, we may be required to reduce the scope of our operations and pursue only activities or acquire targets that can be funded through cash flows generated from our existing operations, if any.

We may face difficulties acquiring additional or traditional financing.

We anticipate that we may have significant ongoing capital expenditure requirements. If we are unable to obtain necessary capital on favorable terms or at all, we may not be able to execute on our proposed business plans and our business, financial condition, results of operations, cash flows and prospects may be adversely affected.

The development of our business (including acquisitions) may require additional financing, which may involve high transaction costs, dilution to our shareholders, high interest rates or unfavorable terms and conditions. Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans and our business, financial condition, results of operations and prospects may be adversely affected. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.

We may invest in pre-revenue and other revenue-generating medical device companies which may not be able to meet anticipated revenue targets in the future.

We may make investments in companies with no significant sources of operating cash flow and no revenue from operations, or companies that have revenues but are introducing new product lines with no revenue history and a need to fund production and marketing expenses. Our investments in such companies will be subject to risks and uncertainties that new companies with no operating history may face. In particular, there is a risk that our investment in these pre-revenue companies or new products will not be able to meet anticipated revenue targets or will generate no revenue at all. The risk is that underperforming pre-revenue companies may lead to these businesses failing, which could have a material adverse effect on our business, prospects, revenue, results of operation and financial condition.

Our sales are difficult to forecast.

As a result of recent and ongoing regulatory and policy changes in the medical device industries, the market data available is limited and may be unreliable. We must rely largely on our own market research to forecast sales, as detailed forecasts are not generally obtainable from other sources in the states in which our business operates. Additionally, any market research and our projections of estimated total retail sales, demographics, demand and similar consumer research, are based on assumptions from limited and unreliable market data. Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized. Actual results may differ materially from projected results for a number of reasons including increases in operating expenses, changes or shifts in regulations or applicable laws, undiscovered or unanticipated adverse industry and economic conditions, and unanticipated competition. Accordingly, our investors should not rely on any projections to indicate the actual results we might achieve.

Changes in our customer, product or competition mix could cause our product margin to fluctuate.

From time to time, we may experience changes in our customer mix, our product mix or our competition mix. Changes in our customer mix may result from geographic expansion or contractions, legislative or enforcement priority changes affecting the products we distribute, selling activities within current geographic markets and targeted selling activities to new customer sectors. Changes in our product mix may result from marketing activities to existing customers, the needs communicated to us from existing and prospective customers and from legislative changes. Changes in our competition mix may result from well-financed competitors entering into our business segment. If customer demand for lower-margin products increases and demand for higher-margin products decreases, our business, results of operations and financial condition may suffer.

We may not achieve or maintain profitability in the future.

We intend to expend significant funds to make acquisitions and to fund our working capital. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough to offset higher operating expenses. We may incur significant losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complications and delays, the other risks described in this prospectus and other unknown events. The amount of future net losses will depend, in part, on the growth of our future expenses and our ability to generate revenue. If we continue to incur losses in the future, the net losses and negative cash flows incurred to date, together with any such future losses, will have an adverse effect on our stockholders'shareholders' equity and working capital. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. If we are unable to achieve and sustain profitability, the market price of our common shares may significantly decrease and our ability to raise capital, expand our business or continue our operations may be impaired. A decline in our value may also cause you to lose all or part of your investment.

General Risk Factors

We heavily rely on management and key personnel and the loss of their services could have a material adverse effect on us.

Our success will be largely dependent upon the skills, experience and performance of our, and our subsidiaries', directors and officers and our ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on our business and prospects. We will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that we can maintain the service of our directors and officers or other qualified personnel required to operate our business.officers. Failure to do so could have a material adverse effect on us and our prospects.

Additional issuances of common shares may result in further dilution.

We may issue additional common shares in the future to finance acquisitions or operations, which may dilute an existing investor's holdings. We cannot predict the size or nature of future issuances or the effect that future issuances and sales of common shares will have on the market price of our common shares. Issuances of a substantial number of additional common shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for our common shares. With any additional issuance of common shares, our investors will suffer dilution to their voting power and economic interest.

Our share price may be volatile and as a result you could lose all or part of your investment.

In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common shares:

• our ability to execute our business plan;

• period-to-period fluctuations in our financial results;

• changes in the economic performance or market valuations of companies in the industry in which we operate;

• addition or departure of our executive officers and other key personnel;

• sales or perceived sales of additional shares of our common shares;

• operating and financial performance that varies from the expectations of management, securities analysts and investors;

• regulatory changes affecting our industry generally and our business and operations both domestically and abroad;

• announcements of developments and other material events by us or our competitors;

• changes in global financial markets and global economies and general market conditions;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; and

• news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in our industry or target markets.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common shares.

We are subject to risks arising from epidemic diseases, such as the COVID-19 pandemic.

In December 2019, COVID-19 emerged in Wuhan, China. Since then, it has spread to several other countries and infections have been reported around the world. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. A public health epidemic, including COVID-19, or the fear of a potential pandemic, poses the risk that we or our employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns or other preventative measures taken to limit the potential impact from a public health epidemic that may be requested or mandated by governmental authorities.

Our priorities during the COVID-19 pandemic are protecting the health and safety of our employees and our customers, following the recommended actions of government and health authorities. Our ability to continue to operate without any significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and supply chain, as well as our continued operation in jurisdictions that currently or in the future impose restrictions on business operations.

Changes in U.S. economic conditions may negatively impact our business.

Immediately following completion ofFor the Change of Business,foreseeable future, our business is expected to be concentrated in the U.S. market. Changes in the economic conditions in the U.S. may have a substantial impact on our financial performance, business, financial condition or results of operations.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common shares. In recent years, many changes have been made and changes are likely to continue to occur in the future.

For example, the Tax Cuts and Jobs Act was enacted in 2017 and made significant changes to corporate taxation, including the reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, which is a historically low rate. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act was enacted, which included certain changes in tax law intended to stimulate the U.S. economy in light of the COVID-19 pandemic, including temporary beneficial changes to the treatment of net operating losses, interest deductibility limitations and payroll tax matters.

In light of the new presidential administration, it cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our or our investors' tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

This prospectus contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materializerelates to the sale or prove incorrect, could causeother disposition of our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this prospectus that are not purely historical are "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements are identifiedcommon shares by the use of words such as, but not limited to, "anticipate,selling shareholders listed under " "believe," "continue," "could," "estimate," "prospects," "forecasts," "expect," "intend," "may," "will," "plan," "target,Selling Shareholders" and similar expressions or variations intendedtheir transferees. We will not receive any proceeds from any sale of the Common Shares by the selling shareholders. However, we will receive proceeds from the exercise of the Warrants and Compensation Options. We intend to identify forward-looking statements. These statements are based onuse any proceeds from the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors discussed in the section entitled "Risk Factors" in this prospectus.

By way of example, and without implied limitation, such risks and uncertainties include:

• the completion of our Change of Business and the Related Transactions;

• our strategic plans to grow and expand our business and operations in the U.S.;

• our anticipated acquisition pipeline and estimated annual revenues thereof;

• the effect of risks related material acquisitions, dispositions and other strategic transactions;

• our intention to expand our product offerings;

• our intention to increase size and diversity of our customer base;

• our intention to expand product sales to Europe, Australia and other international markets;

• our intention to introduce more aggressive U.S. marketing;

• the likelihood of closing on the Definitive Agreement;

• the likelihood of completionexercise of any other acquisitions;Warrants or Compensation Options for general corporate and working capital purposes.

• the effectThe selling shareholders will bear all commissions and discounts and transfer taxes, if any, attributable to their sale of the volatility of the market priceCommon Shares. We will bear all costs, expenses and liquidity risks on our common shares;

• our ability to attract and maintain key personnel;

• our ability to comply with state and federal regulations;

• the effect of restricted access to banking and other financial services;

• the effect of constraints on marketing and risks related to our products;

• the effect of security risks;

• the effect of infringement or misappropriation claims by third parties;

• our ability to comply with potential future FDA regulations;

• our ability to enforce our contracts;

• the effect of risks related to information technology systems;

• the effect of product liability claims and other litigation to which we may be subjected;

• the effect of intense competition in the industry;

• the effect of outbreaks of pandemic diseases, fear of such outbreaks or economic disturbances due to such outbreaks, particularly the impact of the COVID-19 illness; and

• the effect of general economic risks, such as the unemployment level, interest rates and inflation, and challenging global economic conditions.

For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or otherwise could materially adversely affect our business, financial condition or operating results, see the section entitled "Risk Factors" in this prospectus. The risks and uncertainties described above and in the section entitled "Risk Factors" in this prospectus are not exclusive and further information concerning us and our business, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We assume no obligation to update, amend or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

CHANGE OF BUSINESS AND RELATED TRANSACTIONS

Change of Business

We plan to focus on transitioning our business to an acquisition-oriented, U.S.-based MedTech company. In furtherance of that goal, on September 8, 2020, the Company, Brattle Acquireco, SDP, and certain other parties, as sellers, entered into the Definitive Agreement, pursuant to which the Company, through Brattle Acquireco, agreed to purchase, and the SDP Sellers agreed to sell, the issued and outstanding SDP Shares, subject to the terms and conditions set forth therein. Our completion of the acquisition of SDP, indirectly through our wholly-owned subsidiary, Brattle Acquireco, will result in a Change of Business. SDP operates a large state-of-the-art production facility located in the state of South Dakota, currently producing white-label medical devices for pain management, cold and hot therapy, TENS, NMES, PEMF and ultrasound.

Pursuant to the Definitive Agreement, subject to the terms and conditions set forth therein, Brattle Acquireco will acquire all the SDP Shares and in exchange the SDP Sellers will be issued an aggregate of 1,916,200 shares of common stock of Brattle Acquireco ("Exchangeable Shares") which shares will be exchangeable for up to 19,162,000 Class "A" Non-Voting Common Shares of the Company ("Consideration Shares"), on the basis of 10 Consideration Shares for every one Exchangeable Share. Each Consideration Share may be converted into one share common stock of the Company at the election of the holder. The Consideration Shares will not be available for sale into the market or resale by the holders.

Subject to the terms of the contribution agreement to be entered into among the Company and the SDP Sellers, pursuant to which the Exchangeable Shares may be exchanged for Consideration Shares (the "Contribution Agreement"), from time to time following the 12-calendar month period beginning on the first day of the first calendar month immediately following the month during which Closing occurs (the "Measurement Period"), the Consideration Shares will be issuable to the SDP Sellers in exchange for the Exchangeable Shares, and which number of Consideration Shares to be issued in exchange therefor may be decreased if SDP fails to meet certain targets for maintaining (a) revenue, and/or (b) Adjusted Net Assets (as defined below). For clarity, following the Measurement Period, in no case shall the number of Exchangeable Shares held by the SDP Sellers exceed 1,916,200 in the aggregate. "Adjusted Net Assets" means an amount equal to SDP's (A) cash, plus (B) accounts receivable (net of an allowance for returns and doubtful accounts), plus (C) raw material inventory, plus (D) work in progress inventory, plus (E) finished goods inventory, plus (F) all management or other fees paid by SDP to the Company or any affiliate or any fees paid by SDP to any third party on behalf of the Company during the Measurement Period, minus (G) with respect to SDP (i) accounts payable, (ii) other payables, (iii) credit card balances, (iv) income and other taxes payable (including any accrued amounts attributable to periods pre and post-closing), (v) the aggregate amount of all equity investments made by the Company or any of its affiliates into SDP during the Measurement Period, and (vi) all other indebtedness except for the portion of indebtedness set forth in the Definitive Agreement.

Notwithstanding the foregoing, the Company, in its sole discretion, may force the exchange of the Exchangeable Shares for Consideration Shares under certain circumstances, including, without limitation, (i) in connection with the occurrence of a change of control event, or (ii) in the event any Exchangeable Shares remain outstanding in the capital of Brattle Acquireco following the fifth anniversaryregistration of the endresale of the Measurement Period. Common Shares by the selling shareholders.

UponDIVIDEND POLICY

We have never declared or paid any cash dividends on our common shares. We currently intend to retain all available funds and future earnings, if any, to fund the Closing, the SDP Sellers will hold less than 3% of alldevelopment and growth of the outstanding shares in Brattle Acquireco, with the Company owning the remaining shares of common stock in the capital of Brattle Acquireco.

During the Measurement Period, if SDP fails to achieve gross revenue of $11.9 million, the number of Consideration Shares the SDP Sellers will be able to receive shall be reduced by the number of U.S. dollars of gross revenue under $11.9 million multiplied by 4.422. In addition tobusiness, and separate from the test for reduced revenue, there will also be a determination of whether SDP has maintained its Adjusted Net Assets. To the extent the Adjusted Net Assets at the end of the Measurement Period is below $2,148,685.94, then the number of Consideration Shares the SDP Sellers will be able to receive shall be reduced by the number of U.S. dollars below the baseline multiplied by 13.266. Any reduction related to a shortfall in Adjusted Net Assets is in addition to,therefore, do not instead of, the reduction relating to a shortfall in revenue. Upon exchange of the Exchangeable Shares for Consideration Shares, we will own 100% of the shares of Brattle Acquireco, the sole shareholder of SDP.

We will provide notice to the SDP Sellers of our calculation ofanticipate declaring or paying any shortfall in revenue or Adjusted Net Assets within 30 days of the end of the 12-month Measurement Period, and any disputes may be submitted to a neutral accountant for final determination of the number of shares to be awarded.

Notwithstanding the foregoing, any downward consideration adjustment in Consideration Shares issued to the  SDP Sellers shall not be so great as to allow the reduced number of shares to have a value of less than $5,000,000, with share value being determined by 10-day volume weighted average trading price ofcash dividends on our common shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of state law affecting the payment of dividends and distributions to shareholders and any other factors or considerations the board of directors deems relevant.

Market Price Information for our Common Shares

Our common shares have been traded on the date ofTSXV under the determination. Each Consideration Share shall be convertible, at the option of the holder, into one common share from time to time, in each case provided that such holder holds no more than 9.99% of the number of the Company's common shares outstanding immediately after giving effect to the issuance of the Company's common shares issuable upon conversion of the Consideration Shares. In accordance with the Contribution Agreement, no SDP Seller will be permitted to convert the Consideration Shares held by such SDP Seller if, immediately following such conversion, the SDP Seller would hold, directly or indirectly, more than 368,500 ofsymbol "SGMD" since December 15, 2020. From January 15, 2020 through December 15, 2020, our common shares as a result of one or more conversions of Consideration Shares. Prior to converting all or some oftraded on the Consideration Shares held by an SDP Seller, such SDP Seller must provide satisfactory evidence to us that such conversion will not result inTSXV under the SDP Seller holding, directly or indirectly, more than 368,500 ofsymbol "BRTL". ‎The TSXV is the only trading market for our common shares. The high and low sales prices for our common shares immediately thereafter, excludingare as follows for the following periods as reported by the TSXV:

​

(1) Source: TMX Money

(2) Our common shares not acquired as a result of the conversion of Consideration Shares. Notwithstanding the foregoing, we will have the right to force the conversion of the Consideration Shares into our common shares under certain circumstances, including, without limitation, in connection with the occurrence of a change of control event. 

The Change of Business remains subject to several conditions precedent, including final approval ofwere halted from trading on the TSXV execution of non-competition agreements by major SDP shareholders, and other typical terms and conditions including, accuracy of representations and warranties, no adverse changefrom September 9, 2020, until June 9, 2021 in the business of the target or material increase in indebtedness, and applicable shareholder approvals. We also have to ability to choose to waive some of these conditions.

Concurrentconnection with the completion of the Change of Business,‎Business.

As of July 22, 2022, we believe there were approximately 1,358 non-objecting beneficial owners of record holding 18,498,889 common shares of the current directorsCompany. The number of non-objecting beneficial owners of record does not include an indeterminate number of shareholders whose shares are held by brokers in street name through depositaries, including CDS & Co and officersCEDE & Co.

This prospectus relates to the sale or other disposition of up to 8,486,000 common shares, 7,749,000 Warrant Shares issuable upon exercise of the Warrants, 542,431 Option Shares issuable upon exercise of the Compensation Options, and 1,355,425 common shares issuable upon exercise of the Class A Shares by the selling shareholders named below, and their donees, pledgees, transferees or other successors-in-interest selling common shares or interests in common shares received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer.

The table below sets forth information as of August 10, 2022, to our knowledge, for the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the common shares held by the selling shareholders. The fourth and fifth columns list the number of common shares and percentage beneficially owned by the selling shareholders as of August 10, 2022. The sixth column lists the maximum number of common shares that may be sold or otherwise disposed of by the selling shareholders pursuant to the registration statement of which this prospectus forms a part. The selling shareholders may sell or otherwise dispose of some, all or none of their shares. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any common shares as to which a shareholder has sole or shared voting power or investment power, and also any common shares which the selling shareholder has the right to acquire within 60 days of August 10, 2022. The percentage of beneficial ownership for the selling shareholders is based on 53,426,053 common shares outstanding as of August 10, 2022 and the number of common shares issuable upon exercise or conversion of convertible securities that are currently exercisable or convertible or are exercisable or convertible within 60 days of August 10, 2022 beneficially owned by the applicable selling shareholder. Except as described below, to our knowledge, none of the selling shareholders has been an officer or director of ours or of our affiliates within the past three years or has any material relationship with us or our affiliates within the past three years. Our knowledge is based on information provided by the selling shareholders in connection with the filing of this prospectus.

Under the terms of the Warrants and the Class A Shares, a selling shareholder may not exercise the Warrants or convert the Class A Shares to the extent such exercise or conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 9.99% of our then outstanding common shares of the Company following such conversion and/or exercise. The number of shares in the sixth column does not reflect this limitation.

The common shares covered hereby may be sold or otherwise disposed of from time to time during the period the registration statement of which this prospectus is a part remains effective, by or for the account of the selling shareholders. After the date of effectiveness of such registration statement, the selling shareholders may sell or transfer, in transactions covered by this prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their common shares.

Information about the selling shareholders may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law.

--------------------------

* Less than 1%.

(1)The common shares underlying the Warrants, Compensation Options and Class A Shares are expectedexercisable or convertible within 60 days of August 10, 2022.

(2)Based on a denominator equal to continuethe sum of (i) 53,426,053 common shares outstanding on August 10,2022, and (ii) the number of common shares issuable upon exercise or conversion of convertible securities that are currently exercisable or convertible or are exercisable or convertible within 60 days of August 10, 2022 beneficially owned by the applicable selling shareholder.

(3)Assumes that (i) all of the common shares to managebe registered by the registration statement of which this prospectus is a part are sold in this offering and (ii) the selling shareholders do not acquire additional common shares after the date of this prospectus and prior to completion of this offering.  The percentage of beneficial ownership after the offering is based on 53,165,133426,053 common shares outstanding on August 410, 2022.

(4)The total number includes (i) 737,000 common shares issued in September 2020 upon the conversion of US$88,000 of debt at a deemed conversion price per share of $0.1289; (ii) 620,554 common shares issuable upon the exchange of shares of Brattle Acquisition Corp. which became exchangeable in May 2021; (iii) 307,083 common shares issuable upon the exercise of stock options, and (iv) 39,342 common shares issuable upon the exercise of warrants.

(5)The total number includes 755,425 common shares issuable upon the conversion of Class A Shares issued in May 2021 for services rendered in connection with the closing of the Company's acquisition of SDP in May 2021, which are convertible on a one-for-one basis into common shares.

(6)The total number includes 600,000 common shares issuable upon the conversion of Class A Shares issued in May 2021 for services rendered in connection with the closing of the Company's acquisition of SDP in May 2021, which are convertible on a one-for-one basis into common shares.

The common shares offered by this prospectus are being offering by the selling shareholders. The common shares may be sold or distributed from time to time by the selling shareholders, and any of their permitted transferees, directly to one or more purchasers on any stock exchange, market or trading facility on which the common shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. The selling shareholders may use any one or more of the following methods when selling their common shares:

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the common shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell their shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer their securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To our knowledge, the selling shareholders have not entered into any agreements, understandings or arrangements with any underwriters or broker/dealers regarding the sale of the common shares covered by this prospectus. At any time a particular offer of the common shares covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will set forth the aggregate amount of common shares covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents. In addition, to the extent required, any discounts, commissions, concessions and other items constituting underwriters' or agents' compensation, as well as any discounts, commissions or concessions allowed or reallowed or paid to dealers, will be set forth in such revised prospectus or prospectus supplement. Any such required prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the common shares covered by this prospectus.

The aggregate proceeds to the selling shareholders from the sale of the common shares offered by them will be the purchase price of the shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of their securities to be made directly or through agents. We will not receive any of the proceeds from the resale of the common shares being offered by the selling shareholders named herein.

The selling shareholders also may resell all or a portion of their securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

A selling shareholder that is an entity may elect to make a pro rata in-kind distribution of shares of its securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradeable common shares pursuant to the distribution through a registration statement.

In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling shareholders or from purchasers of the offered securities for whom they may act as agents. In addition, underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling shareholders and any underwriters, dealers or agents participating in a distribution of the securities may be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of the securities by the selling shareholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act. Each of the Underwriters will be deemed an underwriter for the resale of common shares it receives upon exercise of the Compensation Options.

To the extent required, the securities to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus. To the extent required, any applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the common shares at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.

Blue Sky Restrictions on Resale

In order to comply with the securities laws of some states, if applicable, our common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states our common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

If a selling shareholder wants to sell his, her or its common shares under this prospectus in the United States, the selling shareholders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemptions from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12 of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling shareholder will be able to advise a selling shareholder in which states our securities are exempt from registration for secondary sales.

Any person who purchases securities from a selling shareholder offered by this prospectus who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of their shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify, to the extent permitted by law, the selling shareholders (and each selling shareholder's officers and directors and each person who controls such selling shareholder) against liabilities caused by any untrue or alleged untrue statement of material fact contained in this prospectus or the registration statement of which this prospectus forms a part (including any amendment or supplement thereof) or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such selling shareholder expressly for use herein.

We are required to pay all fees and expenses incident to the registration of the common shares covered by this prospectus, including with regard to compliance with state securities or Blue Sky laws. Otherwise, all discounts, commissions or fees incurred in connection with the exception of Luke Faulstick, who is expected to be appointed to the role of Chief Operating Officer, and to remain the President, Chief Executive Officer and a director of SDP, and Mike Plunkett, Director of Purchasing and Sales, will continue to manage SDP with support from Mr. Faulstick. Each of Mr. Faulstick and Steve Hollis will continue to constitute the SDP Board following the completionsale of the Changecommon shares offered hereby will be paid by the selling shareholders.

COMPANY OVERVIEW

We are an acquisition-oriented, U.S.-based medical device holding company that operates through subsidiaries. In connection with our acquisitions of Business, until such timevarious companies and assets through our subsidiaries SDP, Simbex, ALG Health Plus, and Mio-Guard, we became engaged in the production and sale of medical devices and products, certain of which are proprietary and white label. Our products include devices used for pain management , cold and hot therapy, NMES, PEMF and ultrasound as their respective Personal Guarantees are terminated.well as wearable technology and products used to enhance physical stability.

See "DescriptionWe intend to achieve scale through further acquisitions and organic growth. We place an emphasis on products for those over 65, who provide steady demand by virtue of South Dakota Partners" for more informationgovernment sponsored medical coverage in the U.S. we operate through several wholly owned U.S. subsidiaries. Through our acquisitions described above, we have accumulated substantial expertise in the development, production and sale of medical device products in the United States. We expect to utilize this leverage to improve sales and net income from these individual energies through revenue and expense synergies as well as to utilize the expertise within each business unit to develop, market and sell new devices and devices whose intellectual property we buy from third parties.

Our common shares trade on the businessTSXV under the symbol "SGMD". Our registered office is 2800 Park Place, 666 Burrard Street, Vancouver, BC, V6C 2Z7, and our headquarters are located at 3330 Caminito Daniella, Del Mar, California, 92014.

Plan of SDPOperations

Our primary objective is to become a leading supplier, producer and for more information regarding the Personal Guarantees, see "Executive Officerdeveloper of medical device products ‎through both acquisition and Director Compensation-SDP Compensation".

Post-Change of Businessorganically.

Following the Change of Business, weGrowth Plan

We anticipate that our acquisition orientedacquisition-oriented growth plan will leverage the liquid Canadian capital markets to target smaller U.S.-based private medical device companies offering stock and cash deals to acquire integrate and grow‎integrate into a large, broad-based medical device company.‎

Our post-Closing organic growth strategy aimsis to increase our revenue and profits and therefore earnings per share by:by (a) increasing‎increasing revenues through international distribution, by seeking to leverage management's existing sales distribution networks in Europe‎Europe, Australia and Australiaother markets to increase sales for each acquired company; (b) increasing our product lines by‎by developing, in-licensing or acquiring new intellectual property protected devices synergistic with the acquisitions; and (c) increasing‎increasing profits through operational integration in an effort to reduce supply chain risks and increase cash flow and margin.margin‎.

Related TransactionsAcquisition Pipeline

Concurrent Financings

In connection with the ChangeOur management team has a pipeline of Business, we, both directlysmall, privately held, stand-alone and through Finco, completed the Concurrent Financings consisting ‎of the following two offerings. ‎

On December 18, 2020, we completed the Concurrent Salona Financing, a non-brokered private placement of 7,869,005 common shares at a price of C$0.4749 per share, 20% of which common shares will be initially free trading upon the completion of the Change of Business and an additional ‎‎20% becoming unrestricted each month thereafter pursuant to the policies of the TSXV. The ‎Concurrent Salona Financing was completed by way of a non-brokered private placement of Subscription Receipts at a price of C$0.4749 per Subscription Receipt, for ‎gross proceeds to us of up to C$3,736,982. Subject to the completion of certain ancillary conditions, each Subscription Receipt will automatically convert, with no further consideration by the subscribers, into ‎one common share on the date that is the later of (i) the satisfaction or waiver of all conditions ‎precedent to the Change of Business, and (ii) ‎the date on which ‎the SEC declares a Form S-1 ‎‎registration statement ‎of the Company effective (the "Escrow Release Date"). In connection with the Concurrent Salona Financing, registered dealers were entitled to (i) cash ‎compensation in the aggregate amount of C$166,449 ‎(50% payable on the closing of the Concurrent Salona Financing and 50% payable on the Escrow Release Date)‎, and (ii) on the Escrow Release Date, an aggregate of 876,231 Salona Compensation Options), each of which shall be exercisable to purchase one ‎common share at ‎a price of C$0.4749 per Common Share until December 18, 2022.

Also on December 18, 2020, we completed, through Finco, our wholly-owned British Columbia incorporated subsidiary, the Concurrent Finco Financing, a non-brokered private placement of 2,121,232 Finco Subscription Receipts at a price of C$0.8548 ‎per Finco Subscription Receipt, for aggregate gross proceeds to Finco of C$‎1,813,276‎. ‎Each Finco Subscription Receipt will automatically convert into one Unit on the Escrow Release Date, without any further consideration on the part of the subscriber. Each Unit ‎shall consist of one Finco Share and one Finco Warrant, with ‎each Finco Warrant exercisable for one Finco Share at C$1.25 per share until December 18, 2022, subject to acceleration provided that if at any time following the ‎date that is the later of (a) four months and one day from the closing of the Concurrent Finco Financing, and (b) the Closing, the volume-weighted average trading price of the Company's common shares is ‎greater than C$1.49 for 20 consecutive trading days, ‎Finco may, within five business days, accelerate the expiry date of the warrants by issuing ‎a news release disclosing the reduced warrant term whereupon the warrants will expire on the ‎‎20th calendar day after the date of such news release. In connection with the Concurrent Finco Financing, ‎registered dealers were entitled to (i) cash ‎compensation in the aggregate amount of C$83,320 ‎(50% payable on closing of the Concurrent Finco Financing and 50% payable on the Escrow Release Date)‎, and (ii) on the Escrow Release Date, an aggregate of 243,675 Finco Compensation Options, each of which shall be exercisable to purchase one Finco Share at a price of C$0.8548 per share until December 18, 2022.

In connection with the Concurrent Financings, we agreed to file a registration statement with the SEC in order to be able to issue the securities underlying the Salona Subscription Receipts, the Finco Shares, Resulting Issuer Warrants, Salona Compensation Options and Exchangeable Compensation Options, respectively, upon completion of the Change of Business, in each case on an unrestricted basis.  Our failure to register these securities by June 15, 2021 would result in our being required to refund all proceeds received from the Concurrent Financings, plus any interest earned on the proceeds, less any applicable withholding tax.

As of March 1, 2020, we ceased to meet the definition of a "foreign private issuer" set out in ‎Rule 405 of the Securities Act.  As a result, our equity securities will be deemed "restricted securities" as such ‎term is defined in Rule 144 of the Securities Act unless they are otherwise issued pursuant to an effective registration statement filed ‎with the SEC. 

We anticipate using the proceeds of the Concurrent Financings to assist in the execution of our plan to acquirebolt-on medical device companies targeted for acquisition in the U.S.highly fragmented global market for injury, surgical prevention, rehabilitation and expandrecovery for the aging population throughout the continuum of care, which fall into one of three primary categories:

•Private smaller medical device companies struggling with sufficient capitalization and operational expertise to fully realize the value of their product reach globally,intellectual property;

•Niche players that succeed in developing a handful of quality products often turn to larger listed companies that do not allow ownership to participate in the upside of including their device in a larger company; and

•Smaller U.S.-listed companies that lack liquidity and coverage to offer sufficient upside to vendors.

We believe we are well positioned to offer acquisition targets upside though stock/cash acquisitions with a liquid TSXV listing.

We intend to acquire any identified medical device targets using a structure similar to our acquisitions of SDP, Simbex, ALG Ohio and Mio-Guard. It is intended that potential targets would primarily or solely receive Company equity as well asconsideration for the potential acquisition rather than cash, which would reduce our requirement for additional capital. Additionally, to date, discussions are most advanced with targets that are operationally cash flow positive, which may enhance our ability to borrow for additional capital needs.

Milestones

We expect to use our available working capital to finance identified and complementary acquisitions, and for general working capital. Our immediate short-term objectives will be to evaluate and acquire additional complementary medical device companies to expand our distribution networks and product lines.

Amalgamation and Winding UpOur long-term objectives will be to:

Immediately following the completion of the Change of Business and the conversion of the outstanding Finco Subscription Receipts into the Units consisting of Finco Shares and Finco Warrants, we anticipate that the Company, Finco and MergerSub will complete a three-cornered amalgamation pursuant•leverage sales distribution networks to the statutory procedure under Section 269 of the BCBCA pursuant to which the holders of Finco Shares, Finco Warrants and Finco Compensation Options will receive the Company's common shares, Resulting Issuer Warrants and Exchangeable Compensation Options, respectively, on a one for one basis in connectionexpand our distribution channels;

•increase our product lines by developing, in-licensing or acquiring new intellectual property protected devices synergistic with the Amalgamation, with the resulting entity being "Amalco".identified acquisitions; and

We then intend•increase profits through operational integration in an effort to dissolvereduce supply chain risks and liquidate Amalco immediately following the Amalgamationincrease cash flow and distribute all of its assets to the Company, as the resulting issuer. In addition, we also anticipate dissolving and liquidating Inspira Saas Billingmargin.

OUR OPERATIONS

South Dakota Partners, Inc. and distributing its assets to the Company, as the resulting issuer, upon completion of the Change of Business.

Share ExchangeOverview

Concurrent with the completion of the Change of Business, we anticipate that Roger Greene, our former Chief Executive Officer and a former director on our Board, and Michael Dalsin, our former interim Chief Financial Officer and a former director on our Board, each of whom is currently a consultant of the Company and is expected to remain as such following the Change of Business, will enter into respective share exchange agreements (the "Share Exchange Agreements") with us pursuant to which the Company's common shares held by Mr. Greene and Mr. Dalsin, respectively (the "Exchanged Shares"), will be exchanged for 500,000 Consideration Shares and 1,018,000 Consideration Shares, respectively. In accordance with the Share Exchange Agreements, the Exchanged Shares acquired by the Company in consideration for the Consideration Shares issued in exchange therefor will be cancelled and returned to treasury. As a result of the transactions contemplated by the Share Exchange Agreements, neither Mr. Greene nor Mr. Dalsin is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over, Company common shares carrying more than 10% of all voting rights attached to the outstanding common shares on completion of the Change of Business.

DESCRIPTION OF SOUTH DAKOTA PARTNERS

Overview

The central component of our Change of Business is our planned acquisition of SDP.

SDP operates a leased facilityBased in Clear Lake, South Dakota (the "“Clear Lake Facility"”), asour subsidiary, South Dakota Partners, Inc. (“SDP”) is a packager, producer and producerseller of private white-label medical devices in the United States, primarily focusing on devices for pain management, cold and hot therapy, TENS, NMES, PEMF and ultrasound therapy. At the year ended December 31, 2020, SDP had 65 employees, 57 of whom were full-time employees.‎ The United States represents roughly 40% of the global medical device market² (SelectUSA: Medical Technology Spotlight: The Medical Technology Industry in the United States) with organic growth opportunities by virtue of a growing aging population. Recent threats of disruption in international trade markets, whether from trade disputes, pandemic or geopolitical factors, have made some companies seek to diversify sources of supply to include firms with operations in the United States, presenting another opportunity for organic growth.  The United States is a heavily regulated market, and as a result, medical device businesses that operate in the United States require expertise in the fields of compliance, production, product design, packaging, marketing and more. SDP's overall strategic plan has been to position itself as a respected, reliable, and successful partner offering production, packaging, marketing and other ancillary services within the medical device industry.

Products

Products

As of the date of this prospectus, medical device services is SDP's only reporting segment.

Production Line of Services: The majority of SDP's revenue is derived from services related to production, production planning, shipping, and packaging and servicing products. SDP offers an end-to-end solution for the supply chain within the medical device industry. SDP not only assists in the development of medical device products but also provides the layout and design of the entire production process of a device, from sourcing to final fulfillment, which requires expertise from engineers of many different disciplines, compliance experts, and technical experts. This process often includes the production of specialized automated robotic systems for use in reducing cost and increasing efficiency and fidelity of the process. A typical onboarding starts with the outlining of customer expectations, current projected annual volumes, and order frequency. Once this information is assessed, SDP works with the customer to establish the resources required for design transfer, new infrastructure needs (if any), new equipment needs (if any) and supply chain details, and to evaluate potential risks. Once the logistical concerns have been assessed and considered, SDP commences a technical data review, during which it reviews the technical documentation provided by the customer to assess for accuracy, develops a full product specification and production plan, develops a product traceability and recall plan and ensures compliance with ‎relevant regulatory and labeling requirements, to the extent they are already in place. Following completion of its technical review, ‎SDP's production engineering and quality engineering teams commence the process of establishing new supply chains, production ‎cells, protocols and begin the prototypic phase, if necessary. Once the initial phases are complete, SDP enters the production readiness phase to verify standard operating procedure (SOP) sufficiency and pilot procedures to ensure production meets necessary quality standards. Finally, SDP's production team will then commence process validation to train employees, prepare relevant procedures, and trouble shoot issues discovered in pilot production runs before undertaking the full production process of a device.

Above: Custom designed, robotic, automated production cells. These systems were designed and fabricated onsite by SDP.

Service & Sales Product Line: The process of servicing equipment and providing customer assistance is one that is often labor intensive and requires expertise, particularly when working with complex and sensitive technologies. Many medical device companies prefer to have these services offered by the very same experts who design and produce the devices. SDP offers repairs on damaged or malfunctioning products as well as the ability to interface and troubleshoot devices and answer questions from potential customers‎, the device end users. SDP only offers these services to end users of the devices produced by SDP. SDP offers these services to both domestic and international customers. SDP anticipates leveraging its service and sales product line in connection with its plans for international expansion following the Closing.

Fulfillment Service Line: Many medical device designers or producers lack the expertise, capacity, and bandwidth to contend with a growing and deeply fragmented customer base. SDP offers management of the interface with customers down to final fulfillment and tracking. Once production is complete, SDP will store products for existing customers that it has already sold to them in order to maintain, track and ultimately deliver finished goods directly to end users. What seems on its face to be a simple process, becomes increasingly difficult as the number of product variants increases and the numberofnumber of outgoing deliveries increases into the hundreds or thousands.

SDP's product line is designed to remove all but the development of intellectual property and sales channels from the purview of its customers. SDP's goal is to reduce the complexity and burdens of medical device operations of its customers once the technology has been developed by reducing cost, streamlining operations, managing quality to six sigma standards, and managing the end user interface. SDP believes that it is the only U.S. domestic company to offer such a wide and focused scope of services ‎and products to its clients. Within ‎the medical device market in which SDP operates, SDP focuses upon: TENS, NMES, PEMF, ultrasound, therapy supplies, combo devices, traction ‎devices, laser treatment, hot/cold therapy, muscle stimulation, wound care, and bone growth, which are explained in greater detail below. End ‎users of SDP's products include healthcare professionals, physical therapists or patients, however, SDP only contracts directly with the supplier of the products and not end users.

The services provided by SDP for its customers are part of an integrated service package, which is typically governed by a single agreement. As such, ‎these services account for the vast majority of SDP's revenues. SDP's remaining revenue is ‎derived from sales of scrap, obsolete inventory, and other customer prompted liquidation events. ‎These events often occur during the development process for a new iteration of a product. To date, all SDP sales ‎have been made to arm's length customers.

Technologies

SDP operates a large state-of-the-art facility incorporated and located in the state of South Dakota, currently producing proprietary and white-label medical devices for pain management, cold and hot therapy, NMES, PEMF and ultrasound. The products that SDP produces and operates its other services around, are predominantly focused on the pain management and post-surgical care space. The technologies used are myriad but some of the most important technologies are laid out below:

• •Transcutaneous Electronic Nerve Stimulation (TENS): This technology operates by running electricity directly through the patient's skin to interfere with the typical functioning of neurons key to the pain feedback cycle. This technology falls into the much broader class of electronic stimulation products, which are SDP's specialty focus. These products have been around for some time and are generally well accepted in the medical community and by the FDA. SDP focuses primarily on producing large, capital equipment variants of these products typically used by physicians in their offices and workplaces as opposed to home use by the patient. The ultimate service provider will often bill an insurance provider for the use of the equipment on the patient. Some patients pay for these services directly, and may or may not later seek reimbursement from an insurance provider.

• •Pulsed Electromagnetic Field Technology (PEMF): This technology operates by generating magnetic fields around the device stimulating the activation of various cell types within patients. These products do not require the electrodes and wires of TENS products (although some manufacturers do make use of this delivery method) as magnetic fields do not need assistance in passing through the patients' skin. This technology was originally developed for use in bone stimulation but has since been applied to other issues as well in compliance with FDA rules and regulations. PEMF is part of the broader electronic stimulation device grouping. The ultimate service provider will often bill an insurance provider for the use of the equipment on the patient. Some patients pay for these services directly, and may or may not later seek reimbursement from an insurance provider.

• •Neuromuscular Electrical Stimulation (NMES): This technology utilizes similar systems as TENS. An electrical current is passed through the skin of the patient using electrodes. However, the goal and specifics of this technology are used not to interfere with nerve signaling, but to instead cause muscle contraction of a targeted muscle or muscle group. This technology is often used in rehabilitation of muscles post-surgery as well as for post-workout recovery in athletes. NMES is also a part of the larger electronic stimulation device grouping. The ultimate service provider will often bill an insurance provider for the use of the equipment on the patient. Some patients pay for these services directly, and may or may not later seek reimbursement from an insurance provider.

• •Hot/Cold Therapy: Hot and cold therapy has been a mainstay of recovery sciences for a very long time. The majority of this equipment is not regulated by the FDA medical device regulations; however, it is ubiquitous in its usage in the recovery sciences. Hot and cold therapy used in conjunction or separately, is used by both individual patients, sports trainers and medical practitioners to relieve pain, enhance recovery, and reduce swelling. The manufacture and development of these products requires specific knowledge and production strategies to create appropriate gel matrices, which are typically proprietary, to create a safe and effective product.

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  •Laser Treatment: The use of lasers of various wavelengths in healthcare is a somewhat more recent development with applications having been approved by the FDA for everything from the recovery sciences to cosmetic procedures. SDP specializes in working with laser medical device products that cater to the recovery science space. These products are usually delivered directly to practitioners for use on a patient. The effects of each specific laser product vary greatly across the wavelength and intensity spectrum.

• •Continuous Passive Motion (CPM): CPM devices are used in post-surgical recovery, typically related to repair and/or damage to joints. Often in the recovery process it is important that a limb be moved to prevent excessive formation of scar tissue. CPM devices serve to fill this need by passively moving a limb during the recovery process without assistance from the patient. These devices are typically not owned by individual patients but are supplied by practitioners who then bill a patient's insurance provider for use of the equipment.

History

SDP was founded in 2016 by Luke Faulstick and Steve Hollis following the purchase of the Clear Lake Facility from DJO Global, Inc., with the goal of creating a "one stop shop" for medical devices. SDP sought to produce of recovery science products and to offload the majority of management, service and end customer interface from their businesses so that its direct customers could focus on their technological development and sales growth. SDP has had success in building a positive reputation within the medical device industry. SDP's unaudited year-over-year revenue growth is over 150% since commencing operations in 2016. SDP passes all material costs of development of products on to its customers.

SDP's first customer and supply agreement was entered into upon completion of the acquisition of the Clear Lake Facility and surrounding real estate.  This supply agreement between SDP and DJO, LLC was dated May 4, 2016 and was amended on January 10, 2019 (the "DJO Supply Agreement").  As SDP's revenues grew it began to seek out additional customers to diversify its sales and to create new opportunities for growth and profitability. To assist with this process the business entered into a sale-leaseback arrangement in respect of the Clear Lake Facility and surrounding real estate holdings in 2018. The Clear Lake Facility was sold and subsequently leased back to SDP by Stores Capital Acquisitions, LLC, an arm's length third party. SDP's search reached fruition in February of 2019 where, pursuant to an asset purchase agreement dated February 5, 2019 (as amended on April 1, 2020, the "Richmar Asset Purchase Agreement"), SDP agreed to acquire selected capital equipment from Compass Richmar, LLC and take over the production of its devices (the “Compass Richmar Acquisition”) , many of which utilized similar technologies to the devices already in production by SDP under the DJO Supply Agreement. The Compass Richmar Acquisition required an increase in spending to prepare the business for such aggressive growth. This process required substantial one-time costs which were incurred entirely in 2019, as indicated in SDP's financial statements. Concurrent with entering into the Richmar Asset Purchase Agreement, SDP and Compass Richmar, LLC entered into a supply agreement on February 5, 2019 (as amended on April 1, 2019, the "Richmar Supply Agreement"), pursuant to which SDP offers its full suite of services, including production, service, and fulfillment.

SDP does not anticipate that there will be any material changes to its business, as currently conducted, in the current financial year.

SDP offers a unique line of services and support, with a unique strategic advantage in the development of its revenue channel, without any known comparable competitors. However, SDP does have indirect competition in the form of other producers of medical device products, such as Electronic Systems Inc., located in South Dakota, and NeoTech Inc., located in San Marcos, California.

Description of the Business

Operations

SDP operates the Clearlake Facility and employs many different production techniques, including surface mount ‎technology, soldering, injection molding, gel mixing and pouring, sew and stitch, and real time ‎automated electrode production techniques. The services are performed by a dedicated team of ‎engineers, specialists, and technicians on SDP's staff. The specific processes are ‎myriad. SDP maintains an internal SOP library for the various processes with over 100 distinct ‎and protected operation procedures for the service of customers and production of products.‎

All raw materials for SDP's business are either small specialty orders for specific products (printed long ‎lasting labels for equipment interfaces for example) from specialty manufacturers (less than 10% of ‎inventory value) or are commoditized manufacturing supplies (screws, nuts, bolts, blank SMT boards, ‎SMT component reels, etc.).

SDP is granted licenses by its customers to produce products under such customer's ‎intellectual property trademarks. These licenses are non-revocable, except through contract ‎termination.

The majority of SDP's revenue is derived from supply agreements with its customers, none of which expire within twelve ‎months of the filing of this prospectus,date hereof, however, they do contain cancellation provisions, both ‎for cause and upon notice. Among those, SDP derives a significant amount of its revenue from two principal supply agreements, namely the Richmar Supply Agreement and the DJO Supply Agreement.agreements. If either of thethese Supply Agreements were to be cancelled, the reduction in revenue and ‎profitability would have a material adverse effect on SDP's business. In the event of the cancellation of a contract by a key customer, SDP anticipates that it would use ‎any notice period to reduce payroll and costs in order to mitigate against any adverse effects of such cancellation.

Entities domiciled in the United States, such as SDP, are required to comply with federal, state and local environmental regulations. All waste is ‎disposed of in compliance with EPA regulations. To date, SDP has never received a notice regarding ‎violation of any environmental law or regulation. SDP is not aware of any restrictions on ‎profit repatriation. Future political or economic conditions may affect any business, but SDP ‎is not aware of any specific economic or political risks relevant to its products or services. SDP expects that recession or depression would adversely affect its business. Although SDP generally does not sell directly to consumers, any decision by the government to restrict or ‎reduce public or private health insurance would be expected to reduce demand in the healthcare ‎industry generally, including the business of SDP.‎

SDP leases the Clear Lake Facility from an arm's length landlord, pursuant to a lease agreement dated October 19, 2018, which has an initial term expiration date of October 31, 2033 and is subject to four extensions of five years each at SDP's option, provided it is in good standing. As of the date hereof, the lease in respect of the Clear Lake facility is in good standing.

SDP employs various experts to ensure compliance with FDA regulatory matters, Occupational Safety and Health Administration of the United States Department of Labor ("OSHA") regulatory matters, restriction of hazardous substance directive in electrical and electronic equipment ("RoHS") ‎regulatory matters, and other production and healthcare regulators. SDP also employs ‎experienced process, design, and production engineers who have the expertise to design, plan for ‎and actually produce compliant medical device products. At the year ended December 31, 2020, SDP had 65 employees, 57 of whom were full time employees.‎

SDP may, from time to time, import ‎goods or raw materials produced in other nations, and a disruption of the supply from other nations, ‎or even other U.S.-based suppliers, could slow production and reduce revenues. As of the date hereof, SDP does not have any ‎foreign investments. ‎

Production Controls and Quality

The Clear Lake Facility is FDA Registered and ISO 13485:2016 certified. SDP manages all internal and external activities following the in place Quality Management System to ensure compliance with the requirements of ISO 13485:2016, current Good Manufacturing Practices (GMP), and drives continuous improvement using lean and six sigma tools.

SDP is vertically integrated and can build many of its products from the raw material level up. The internal automation teams have automated many production processes. Much of the automation has been specifically designed by SDP engineers for their customers. This automation serves as an additional barrier to entry as it makes it difficult for competitors to be competitive on cost and quality.

All SDP suppliers are approved by its quality and procurement teams. SDP manages the activities of the supply chain daily. SDP's procurement team partners directly with suppliers to find new materials and processes that will improve its products and services.

SDP designs many of its own testing processes, engages in design for manufacturability activities on new and existing products and has partnerships with several design companies to help with product design.

Specialized Skill and Knowledge

Over the past 30 plus years, SDP's management and production associates have developed specialized skills in producing, servicing, repairing and refurbishing medical devices that are sold into various orthopedic and healthcare markets. Key employees are trained in surface mount and selective solder technologies, chemical and gel mixing and coating, laminating, robotics, automated optical inspection, and more. All SDP processes are RoHS compliant and employees are trained to IPC -A-610, 7711 and 7721 standards for printed circuit board assembly and component level troubleshooting and repair. SDP is certified and all employees are trained in accordance with the ISO 13485 :2016 and FDA GMP standards.

Over the years, SDP's employees have repaired/refurbished thousands of handheld clinical devices developing procedures that are not easily replicated.  Many of the production processes have been designed and built by SDP's internal robotic automation engineers and are not easy to reproduce. All of SDP's suppliers are subject to quality approval and key incoming materials are inspected and tested for compliance before they are included in production.

All SDP employees are trained in lean and six sigma methodologies.

Customer, Professional and Technical ServicesRegulatory

SDP works closely with each customer during new product introductions to define product and process requirements. The production team controls any subsequent changes through its engineering change order process, obtaining customer approval as appropriate. 

Additionally, SDP maintains a process for obtaining feedback from its customers. The customer service team conducts customer surveys on a regular basis and adjusts its products and services based on the feedback.  Further, SDP conducts monthly product quality team meetings to monitor and analyze manufacturing issues, production test and inspection data, nonconforming material information, and post-production data such as complaints and repairs.  Non-conforming material and complaints are investigated and evaluated to determine whether Corrective and Preventive Action (CAPA) is needed.  SDP management informs its customers of any results or trends that could be used to improve product design.  The quality team monitors all complaints, non-conforming material reports, and CAPAs and confirms that corrective actions are implemented and effective.

Service and repair data are input directly into our customers' tracking systems.  Management meets monthly with key customers to review product data and repair metrics.  Members of SDP's repair department also provide technical support to its customers.

Regulatory

The FDA, Health Canada, and comparable agencies in other foreign countries impose requirements upon the design, development, manufacturing, marketing, and distribution of medical devices. The applicable regulations require that the device owner obtain clearance or approval before the devices can be sold. After the applicable approvals and/or clearances are granted, the regulatory agencies require companies to comply with quality system requirements, investigate complaints, report and investigate certain adverse events and device malfunctions, comply with marketing restrictions and maintain annual registrations.

SDP is registered with the FDA as a contract manufacturer and as an importer of medical devices, and it maintains a quality system that is certified to ISO13485:2016. SDP's specific responsibilities are defined in written quality agreements with its customers. In general, SDP is responsible for investigating complaints and providing the results of the investigation to its customers. The customers are responsible for reporting adverse events to appropriate regulatory authorities.

Market

SDP services medical device companies with operations across the globe. The largest ‎concentration of customer orders are delivered to the U.S. operating arms of customers. The U.S. ‎healthcare industry continues to grow rapidly as the population of 65+ individuals continues to climb. The ‎U.S. healthcare industry is often seen as acyclical or recession resistant due to the critical nature of its services. The ‎market is currently estimated at $156US$156 billion and expected to grow to $208US$208 billion by 2023.³2023 (Source: selectusa.gov‎.).

SDP strives to iterate and improve its products based on customer needs. However, SDP's products are not reliant on a single technology, process, or patent and as such is not ‎subject to substantial obsolescence risk from a single technological innovation.‎

In the United States, facilities that build medical devices ‎and the medical devices themselves must be cleared by the FDA. The level of rigor involved with this ‎clearance process depends on the devices themselves as there are differentvarious levels of clearance. As an entity that operates within the U.S. medical device space, SDP employs FDA regulatory experts to ensure facility and product compliance with all ‎appropriate regulations.‎

Marketing Strategies

SDP sells through reputation, word of mouth and contacts known within the industry. To date, all of SDP's sales ‎have been with arm's length customers.

Simbex, LLC

Overview

Based in Lebanon, New Hampshire, our subsidiary, Simbex, LLC, is an IP-based business that has a portfolio of several revenue and royalty generating products ranging from wearable technology to products for physical stability as well as expertise in development and design of many medical devices on the market it has innovated over the past several years. Simbex offers several services to Salona and its subsidiaries, and also to third parties related to the development, commercialization and design of medical device products.

Products - Engineering Expertise

Regulatory

Simbex maintains a Quality Management System which is compliant to ISO 13485 and the FDA's Quality System Regulation 21 CFR 820 for the development of medical devices. Its experienced engineering staff has developed products and devices for many industry leading companies and will provide a detailed Design History File, Device Master Record, and complete Risk Analysis compliant to ISO 14971.

Competitive ConditionsMarket

SDP offers a one stop shop for development, planning, marketing, compliance, ‎productionSimbex services medical device companies with operations predominantly in the U.S. The U.S. ‎healthcare industry continues to grow rapidly as the population of 65+ individuals continues to climb. The U.S. healthcare industry is often seen as acyclical or recession resistant due to the critical nature of its services. The ‎market is currently estimated at US $156 billion and fulfillment. Most competitors offer one or twoexpected to grow to US $208 billion by 2023 (Source: selectusa.gov‎.). Simbex strives to innovate and develop products that meet the needs of the foregoing services. SDP's ‎abilityrapidly aging U.S. population and assist clients and Salona in growing revenues, improving products, and developing IP.

In the United States, medical device manufacturers have to undergo rigorous testing and registration processes. Simbex brings unique expertise to these businesses in the design, registration, and go to market strategy of businesses attempting to take novel medical devices to market.‎

Marketing Strategies

Simbex sells through reputation, word of mouth and contacts known within the industry. To date, all of Simbex' sales ‎have been made on an arm's length basis.

ALG Health Plus, LLC

On November 29, 2021, in connection with the acquisition of certain assets of ALG Health, LLC, an Ohio limited liability company, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC ("ALG Health Plus"), aimed at selling medical devices and supplies to small, independent hospitals and group purchasing organization ("GPO"), organizations that offer small medical offices and clinics access to devices and supplies on a full suitelarger scale creating efficiencies by aggregating purchasing volumes. As the Company continues to acquire and develop additional products, we also look to expand sales opportunities with products. ALG Health Plus was developed in partnership with experienced sales executives to attempt to sell medical supplies and devices to GPO's and other large businesses and systems. The sales channel is still in development at this time.

Mio-Guard, LLC

On March 11, 2022, the Company acquired Mio-Guard LLC, a Michigan based company engaged in the wholesale sale of sports medicine products in the mid-western, southern and central United States, through a merger with a wholly owned subsidiary of the Company. Mio-Guard and its predecessors had 2020 unaudited annual revenues of approximately $4.5M (US $3.6M) with 25% gross margins. Since 2009, the team at Mio-Guard has sold into the athletic training, physical therapy and orthopedics markets for sports medicine products. Mio-Guard has over 50 sales representatives in the United States with a focus on the Midwest, South and Central United States and long-standing relationships with institutions ranging from high school and college athletics to professional sports teams.

Products

To address the need for medical care in organized sports, Mio-Guard distributes products focused on improving recovery from and preventing injury. Their products are predominantly sold in athletic training rooms and physical therapy offices and fit into four broad categories:

Market

Mio-Guard services physical trainers and athletic trainers predominantly in the Midwest, the South and the Southeast U.S. The U.S. ‎healthcare industry continues to its customersgrow rapidly as the population of 65+ individuals continues to climb. As the U.S. population ages, management expects that the number of individuals attempting to recover from surgery and regain physical independence will increase. The U.S. healthcare industry is oneoften seen as acyclical or recession resistant due to the critical nature of its most competitive aspects.‎services. The ‎market is currently estimated at US $156 billion and expected to grow to US $208 billion by 2023 (Source: selectusa.gov‎.).

SDP believes it offersA 2015 study found that approximately 1.4 million injuries occur annually just in the secondary school setting¹. Between 2009-14 there were about 210,700 injuries on average per year among roughly 478,900 college athletes².

Marketing Strategies

Mio-Guard approaches the market through a competitive advantage by combining numerous servicescombination of contracted and employed sales reps who are each responsible for a set geographic territory within one offering.  ‎In the medical deviceU.S. These representatives' interface with universities, professional athletic teams, physical therapists and athletic trainers to sell products and develop relationships. Mio-Guard has strong connections throughout the recovery science industry qualitywhich we intend to utilize to grow sales of productionother product lines. Mio-Guard supports our sales team with industry leading knowledge and product performance is critical.  ‎But companies also compete based upon price and quality of after-market service‎.

Future Developments

At this time,expertise in the products and technologies that we promote coupled with installation and design services offered by SDPthat most of our competitors do not require additional developmentoffer.

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Our go to market strategy includes meeting customers in their clinic or improvement, beyond normal course iterationsathletic training room, seeing them at conventions and improvements upon existing products based on customer needs. SDP assists its customers with developing new products on request. Similarly, the ‎onboarding of new clients may involve process engineering development, product engineering, FDA ‎applicationsprofessional conferences and more, the costs associated with which fluctuate as they depend on the specifics of each projects.  A ‎particular contractpairing that with a customer will determine which partytargeted social media approach utilizing the power of micro-influencers. In working with our customers closely and in person we're able to recognize opportunities in advance of our competitors and put Mio-Guard in an advantageous position long before an opportunity is responsible for those costs‎.publicly available.

Proprietary ProtectionEMPLOYEES

With respect to patents and proprietary information in respect of products produced for SDP's customers, such intellectual property is that of the customer.

Before engaging in confidential discussions, SDP enters into non-disclosure agreements.

Lending

SDP has occasionally advanced loans to certain businesses, provided that such business have demonstrated historic revenue growth, a clear and short-term plan to achieve profitability, and experienced management. To date, SDP has not, at any one time, had loans outstanding which represent more than 20% of its asset base, in order to minimize credit risk. As of August 1, 2022, the date hereof, SDPCompany and its subsidiaries had no longer makes loans nor are any additional investments contemplated by it prior to the Closing.

Trends

The status, durationfull-time or part-time employees and ultimate long term effects of COVID-19 introduce material uncertainty about ‎the future of all industry outlooksno independent contractors in Canada and had 111 full-time employees, 14 part-time employees and approximately 50 independent contractors in the United States. States through its subsidiaries.

PROPERTIES

Headquarters: Through our subsidiary Inspira Financial Company, we currently lease approximately 130 square feet of office space in Encino, California pursuant to a lease term of 6 months for an annual rental amount of $24,748 (US $19,752) with extension options of 6 months each. The base rental amount increases annually on a case-by-case basis. The lease expires September 30, 2022, and we have an option to extend the lease for an additional 6 months at a monthly rental amount of $2,062 (US $1,646).

SDP experiencedfacility lease: Through our subsidiary SDP, we lease approximately 77,000 square feet in Clear Lake, South Dakota pursuant to a decrease in ‎revenues aslease agreement with an initial lease term of 15 years for a resultbase annual rental of $242,767, with four extension options of five years each. The base rental amount increases annually on the first day of the initial wavelease year at the lesser of COVID-19 related shutdowns across2% or 1.25 times the United States as ‎hospitals stopped performing elective procedureschange in the interestprice index, as defined. Per the lease agreement, the Company delivered a letter of freeing up roomcredit in their treatment ‎areasthe amount of $484,975 (US$381,930), which is recorded in security deposit on the consolidated balance sheets.

Simbex office space lease: Through our subsidiary Simbex, we lease approximately 10,548 square feet of office space in Lebanon, New Hampshire pursuant to a lease agreement with an initial lease term of 3 years for COVID-19 patients. Since then, revenues have greatly improveda base annual rental of $201,155 (US$157,440), with an option to extend for five years. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company is also responsible to pay a prorated share of the building overhead monthly as additional rent. The annual amount for this additional rent is $119,350 (US $93,413).

Mio-Guard, LLC facility lease. Through our subsidiary Mio-Guard LLC, we lease approximately 18,414 square feet of office space in Holt, Michigan pursuant to a lease agreement with an initial lease term of 5 years for a base annual rental of $107,321 (US$85,656).

We believe our leased space for the present time is adequate and are performingadditional space at or ‎near previous levels. However, therecomparable prices is a risk of similar nationwide shutdowns occurring again as a ‎result of COVID-19 or another global pandemic.‎available at all locations.

The following table sets forthdiscussion and analysis summarizes the sharesignificant factors affecting the consolidated operating results, financial condition, liquidity and loan capitalcash flows of SDP, on a consolidated basis, ‎since December 31, 2020. Since December 31, 2020 there have been no material ‎changes inour company as of and for the share capital of SDP. This tableperiods presented below. The following discussion and analysis should be read in conjunction with the ‎condensed annualour consolidated financial statements of SDP and the related notes and management's ‎discussion and analysis of financial condition and results of operations.

Except as set forthelsewhere in this prospectus, includingparticularly in the sections entitled "Risk Factors" and "Forward-Looking Statements".

Data as of and for the three months ended May 31, 2022 and May 31, 2021 has been derived from our unaudited consolidated financial statements herein, no other capital or loan transactions have taken place subsequent to SDP's financial year ended December 31, 2020.

As of the date hereof, there are no options outstanding to purchase securities of SDP.

SDP's balance sheet asappearing at the end of this prospectus.

Data as of and for the yearyears ended December 31, 2020 provides for a deficit of SDP inFebruary 28, 2022 and February 28, 2021 has been derived from our audited consolidated financial statements appearing at the ‎amount of $648,733.

SDP has not sold any SDP Shares or other securities. There are to be no sales of securities within the 12-month period before the dateend of this prospectus.

Material ContractsOVERVIEW

Other than the Supply Agreements, Promissory Notes and Business Loan Agreement or as otherwise disclosed in this prospectus and in connection withOn March 11, 2021, we completed the Change of Business, SDP is not a party to any material contracts, except contracts entered into in the ordinary course of business.

BUSINESS

Overview

This section describes our current business and our plans for the Company, assuming the Change of Business and Related Transactions are completed. For more information, see also "Change of Business and Related Transactions" and "Description of South Dakota Partners" elsewhere in this prospectus.

Corporate History

Year ended February 28, 2014

The Company was originally incorporated as "Chrysalis Capital IX Corporation" on September 17, 2013 under ‎the CBCA. Originally, Chrysalis was a "capital pool company" pursuant to the policies of the TSXV. The principal business of Chrysalis was to identify and evaluate businesses and assets with a view to completing a "qualifying transaction", whereby it would acquire significant assets other than cash, by way of purchase, merger or arrangement with another company or by other means and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance for filingdefined by the TSXV. PriorTSX Venture Exchange, to the completion of its qualifying transaction, Chrysalis did not have business operations or assets other than cash, cash equivalents and deferred share issuance costs.

On September 26, 2013 and October 25, 2013, Chrysalis issuedbecome an aggregate of 221,232 common shares at a price of C$1.06 per share for gross proceeds of C$235,000, all of which were placed in escrow in accordance with the policies of the TSXV and a CPC escrow agreement.  On February 21, 2014, Chrysalis filed articles of amendment to ‎delete share transfer restrictions.‎

Year ended February 28, 2015

On March 28, 2014, Chrysalis completed an initial public offering, whereby it sold 6,141,000 common shares at a price of $2.12 per share and raised gross proceeds of C$614,100 and its shares were listed and posted for trading on the TSXV under the symbol "NYN.P".

On October 20, 2014, Chrysalis announced the entering into of a binding engagement agreement with Inspira Financial Inc. relating to a proposed triangular amalgamation under the provisions of Section 271 of the BCBA whereby Inspira Financial Inc., a private British Columbia corporation, and 1040096 B.C. Ltd., a wholly-owned subsidiary of Chrysalis, would amalgamate (the "Inspira Amalgamation").

Year ended February 29, 2016‎

On July 7, 2015, the Company completed the qualifying transaction, pursuant to which Chrysalis and Inspira Financial Inc. completed the Inspira Amalgamation in accordance with an amalgamation agreement among Chrysalis, Inspira Financial Inc. and 1040096 B.C. Ltd. to ‎form an amalgamated corporation, as a result of which Chrysalis became the sole beneficial owner of all of the outstanding shares of the amalgamated corporation. Immediately thereafter, Chrysalis continued into British Columbia, amalgamated with the ‎amalgamated corporation and changed its name to "Inspira Financial Inc.‎"

Year ended February 28, 2017‎

On February 14, 2017, the Company announced that it had secured space at IBM's former North American ‎Research and Development facility in Boca Raton, Florida for its new headquarters. In addition, ‎beginning in February 2017, the Company began expanding its software development team which is focused ‎on additional coding of business rules and further improvements to automating the intensive ‎components of the billing and collection process.‎

In January 2017, the Company announced the decision to move its headquarters to Boca Raton, Florida ‎from San Francisco, California in order to better serve the addiction market. In addition, the Company began ‎marketing its integrated billing and financing model, following the acquisition of Inspira Saas Billing Inc. (formerly ‎RBP Healthcare Technologies), a company with a revenue management technology platform specific to ‎the mental health and addiction services industry, in November 2016 and integration into the Company's ‎operations.‎

On November 14, 2016, the Company declared a one-time special dividend of C$0.075 per common share, to be ‎paid in cash to holders of record as of November 23, 2016.

On November 1, 2016, the Company announced the launch of a co-marketing website, www.inspira-‎financial.com in advance of the acquisition of Inspira Saas Billing Inc., which closed on November 3‎ ‎, 2016.

On August 31, 2016, the Board announced that it declared a regular quarterly dividend. The dividend ‎would be equal to C$0.02 per common share annually, paid quarterly, on outstanding common shares, with ‎the first dividend payable on August 31, 2016 to holders of record at the close of business on August ‎‎17, 2016. ‎

On May 31, 2016, the Company announced its planned expansion to include Software-as-a-Service (SaaS) ‎based revenue management and business intelligence services through the proposed acquisition of Inspira Saas Billing Inc.

Year ended February 28, 2018‎

On April 28, 2017, the expiry dates of a total of 251,247 common share purchase warrants exercisable at ‎‎C$3.5484 per share ($0.40 pre-consolidation on January 27, 2016) originally issued by the Company in its ‎April/May 2015 offering of 4% non-convertible unsecured senior ‎debentures for gross proceeds of C$2,228,750 ‎were extended, following approval of the TSXV. Each warrant ‎entitled the holder to purchase one common share. All such warrants have all expired. 

During the first two quarters of 2017, the Company completed a strategic review of its loan book. In July 2017, the Company initiated a strategic review of its businesses within the context of the capital ‎markets. In connection with the strategic review and until a final transaction, if any, is known, the Company ‎suspended its quarterly dividend payments.

On October 21, 2017, the Company decided to prepay its outstanding ‎debentures. The record date (and the date the register of the debentures closed) ‎for the redemption was November 20, 2017, being 10 days prior to the redemption date. The debentures ‎were halted at the close of the market on November 20, 2017 and were delisted from the TSXV on ‎November 30, 2017.‎

In February 2018, the Company announced that it had developed technology to automatically track and ‎organize collection queues which prioritize claims and follow ups according to a proprietary algorithm in ‎an effort to improve time management and payment speed in collection activities.‎

Year ended February 28, 2019‎

There were no major events or conditions that occurred during the year ended February 28, 2019 that influenced the general development of the Company's business.

Year ended February 29, 2020‎

On July 25, 2019, the Company announced that it decided to discontinue its billing operations operated through Inspira Saas Billing Inc., an indirect wholly-owned subsidiary of the Company, in light of significant headwinds in the addiction rehabilitation industry. Starting August 1, 2019, the Company ceased to generate revenue from billing operations while it continued to operate its lending business.

On January 13, 2020, the Company announced that was changing its name from "Inspira Financial Inc." to "Brattle Street Investment Corp." and its TSXV stock symbol from "LND" to "BRTL", which commenced trading under the new name and symbol at the market open on January 15, 2020. The Company changed its name as reflection of a broader ‎ investment strategy. The Company also announced, in addition to continuing to pursue traditional debt opportunities, it planned to look for equity or debt investment ‎opportunities that provide oversized returns relative to risk.

March 1, 2020 to Present

On August 18, 2020, the Company announced its interest in pursuing investment opportunities in the U.S. medical device and healthcare industry.

On September 6, 2020, the Company entered into a debt conversion agreement with Leslie Cross for consulting services provided by Mr. Cross prior to his appointment as an officer and director of the Company. Pursuant to the agreement, the Company agreed to issue an aggregate of 737,000 common shares to Mr. Cross, at a deemed price of $0.156 per share, in full and final satisfaction of the debt of $88,000 for services owing to him by the Company. See "Transactions with Related Parties" for additional information.

On September 17, 2020, the Company announced its intention to complete the Consolidation (as described below), Change of Business, Concurrent Financings and to change its name to "Salona Global Medical Device Corporation". On December 15, 2020, the Company completed the name change and the Notice of Articles of the Company were amended to consolidate the issued and outstanding common shares (the "Consolidation") on the basis of 7.37 post-Consolidation Common Shares for 10 pre-Consolidation Common Shares, with any resulting fractional shares being either rounded up or down to the nearest whole common share. The Concurrent Financings were subsequently completed on December 18, 2020. The net proceeds of the Concurrent Financings will be used to increase cash to better enable the Company to ‎execute its plan to acquire medical device companies in the U.S. and expand their product reach ‎globally, as well as for general working capital. Please see the section entitled "Change of Business and Related Transactions" for more information on the Concurrent Financings.

Our common shares have been traded on the TSXV under the symbol "SGMD" since December 15, 2020, concurrent with the name change effected in connection with the Consolidation. Prior to such name change, our common shares traded on the TSXV under the symbol "BRTL" since January 15, 2020 and prior to that under the symbol "LND".

Corporate Structure

The following chart illustrates the Company's corporate structure immediately prior to the Change of Business, together with the governing law of each principal material subsidiary and the percentage of voting securities beneficially owned by the Company.

Following the Change of Business and Related Transactions, we will continue to be named "Salona Global Medical Device Corporation" and will continue to be governed by the BCBCA. Our registered office will remain located at 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2Z7 and our head office will remain located at 3330 Caminito Daniella, Del Mar, California, 92014.

The following chart illustrates our corporate structure immediately following completion of the Change of Business and Related Transactions, together with the governing law of each principal material subsidiary and the percentage of voting securities to be beneficially owned by us.

Current Business

We currently provide lending and credit in the U.S. healthcare industry. However, we plan to complete a change of our business under Canadian law to that of an acquisition-oriented U.S.-based medical device company with plans to achieve scale through further acquisitions and organic growth. We presently intend to place an emphasis on products for those over 65, who provide steady demand by virtue of government sponsored medical coverageoperate in the U.S. Followingrecovery science market, including postoperative pain, wound care and other markets serving the completion ofaging population in the Change of Business and Related Transactions,United States.

On May 21, 2021, we plan to limit our lending and credit business in order to implement our strategy within the U.S. medical device market.

Employees

The Company, through its wholly-owned subsidiary, Inspira Financial Company, employs 5 full-time employees.

Post-Change of Business Plan of Operation

Our primary objective is to become a leading supplier, producer and developer of medical device products ‎through both acquisition and organically. Our first major step towards that goal isconsummated the acquisition of South Dakota Partners Inc. ("SDP") through a subsidiary. SDP andoperates a large state-of-the-art production facility located in the Change of Business. Please see the section entitled "DescriptionState of South Dakota Partners"currently producing proprietary and white label medical devices for informationpain management, cold and hot therapy, NMES, PEMF and ultrasound. From March 1, 2022, through May 31, 2022, SDP has generated $5,458,710 of revenue and has generated net before-tax earnings of $321,348. We anticipate SDP will continue to be profitable in the future. Information relating to SDP contained in this Report covers the period from March 1, 2022, through May 31, 2022.

On September 30, 2021, the Company consummated the acquisition of Simbex, LLC ("Simbex"), an IP-based business that has a portfolio of several revenue and royalty generating products ranging from wearable technology to products for physical stability as well as expertise in development and design of many medical devices on the businessmarket it has innovated over the past several years. From March 1, 2022, through May 31, 2022, Simbex has generated $3,015,043 of SDP, which will comprise our only reporting segment.

Growth Plan

Following the Change of Business, we anticipate that our acquisition-oriented growth plan will leverage the ‎liquid Canadian capital markets to target smaller U.S.-based private medical device companies offering stock and cash to acquire and ‎integrate into a large, broad-based medical device company.‎

Our post-Closing growth strategy is to increase our revenue and profitshas generated net before-tax earnings of $439,850. Information relating to Simbex contained in this Report covers the period from March 1, 2022, through May 31, 2022.

On November 28, 2021, the Company consummated the acquisition of the customer lists, sales orders and therefore earnings per share by (a) ‎increasing revenues through international distribution, by seeking to leverage management's existingsupply agreements, and related sales distribution networks in ‎Europe, Australiachannel and other markets to increase sales for each acquired company; (b) increasing our product lines ‎by developing, in-licensing or acquiring new intellectual property protected devices synergistic with the acquisitions; and (c) ‎increasing profits through operational integration in an effort to reduce supply chain risks and increase cash flow and margin‎.

Acquisition Pipeline

Our management team hasassets of ALG-Health, LLC ("ALG"), a deep pipeline of small, privately held, stand-alone and bolt-on medical device companies targeted for acquisitionbusiness engaged in the highly fragmented global marketselling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics, in exchange for injury, surgical prevention, rehabilitation and recoverynon-voting securities of ALG Health Plus which are exchangeable for the aging population throughout the continuumup to a maximum of care, which fall into one of three primary categories:

• Private smaller medical device companies struggling with sufficient capitalization and operational expertise to fully realize the value of their intellectual property;

• Niche players that succeed in developing a handful of quality products often turn to larger listed companies that do not allow ownership to participate in the upside of including their device in a larger company; and

• Smaller U.S.-listed companies that lack liquidity and coverage to offer sufficient upside to vendors.

We expect to be well positioned to offer acquisition targets upside though stock/cash acquisitions with a liquid TSXV listing.

We expect to be able to proceed with several medical device targets in the acquisition pipeline using a structure similar to our proposed structure for acquiring SDP. This would mean that potential targets would primarily or solely receive Company equity as consideration for the potential acquisition rather than cash, which would reduce our requirement for additional capital. Additionally, to date, discussions are most advanced with targets that are operationally cash flow positive, which may enhance our ability to borrow for additional capital needs.

Selected Financial Information

The following table contains certain financial information regarding the Company once the Change of Business, Concurrent Financings and Shares for Debt Transaction have occurred. This table should be read in conjunction with the unaudited pro forma consolidated balance sheet21,000,000 nonvoting Class A shares of the Company includedsubject to the achievement of certain revenue and EBITDA targets. In connection with the transaction, our subsidiary ALG Health Plus entered into an exclusive supply agreement with ALG. As of August 9, 2022, ALG Health has earned 1,829 Class C Units exchangeable for 182,899 Class A Shares in the section "Unaudited Pro Forma Consolidated Financial Information" included elsewhere in this prospectus.