Edesa Biotech Files 10-K/A Amendment

TL;DR

Edesa Biotech filed an amended annual report for FY24, check for updates.

AI Summary

Edesa Biotech, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended September 30, 2024. The company, formerly known as Stellar Biotechnologies, Inc. until January 20, 2012, is incorporated in British Columbia, Canada, and operates in the pharmaceutical preparations sector. Its principal executive offices are located at 100 Spy Court, Markham, ON, Canada.

Why It Matters

This filing provides updated or corrected information for Edesa Biotech's annual report, crucial for investors and regulators to understand the company's financial health and operations.

Risk Assessment

Risk Level: low — This is a routine amendment to an annual report, not indicating new material risks.

Key Numbers

• 001-37619 — SEC File Number (Commission file number for Edesa Biotech, Inc.)

Key Players & Entities

• Edesa Biotech, Inc. (company) — Registrant
• Stellar Biotechnologies, Inc. (company) — Former company name
• 20120120 (date) — Date of name change
• 20240930 (date) — Fiscal year end
• 100 Spy Court, Markham, ON, Canada L3R 5H6 (address) — Principal executive offices

FAQ

Filing Documents

• edsa20240930_10ka.htm (10-K/A) — 183KB
• ex_758888.htm (EX-31.3) — 4KB
• ex_758889.htm (EX-31.4) — 4KB
• 0001171843-24-007041.txt ( ) — 397KB
• edsa-20240930.xsd (EX-101.SCH) — 3KB
• edsa-20240930_def.xml (EX-101.DEF) — 16KB
• edsa-20240930_lab.xml (EX-101.LAB) — 22KB
• edsa-20240930_pre.xml (EX-101.PRE) — 17KB
• edsa20240930_10ka_htm.xml (XML) — 7KB

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 2 PART IV 15. Exhibits and Financial Statement Schedules 5

SIGNATURES

SIGNATURES 12 EXPLANATORY NOTE Edesa Biotech, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") to its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the "Original Report"), as filed with the Securities and Exchange Commission (the "SEC") on December 13, 2024, in order to amend "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." The revisions to "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" are solely to disclose an additional shareholder as owning more than 5% or more of our common shares. Correspondingly, "Item 15. Exhibits and Financial Statement Schedules" has been restated to include the required certifications by the Company's principal executive officer and principal financial officer, which are included as Exhibits 31.3 and 31.4, respectively. Paragraphs 3, 4 and 5 of Exhibits 31.3 and 31.4 have been omitted in accordance with the SEC's rules and guidance. Additionally, this Amendment No. 1 does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1. Except as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was made. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and the Company's other filings with the SEC. 1 PART III

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Equity Compensation Plan Information The following table provides certain information as of September 30, 2024 about our common shares that may be issued under our equity compensation plans, which consists of our 2019 Equity Incentive Compensation Plan in effect at September 30, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options and rights Weighted-average exercise price of outstanding options and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 459,801 $ 24.93 141,099 Equity compensation plans not approved by security holders N/A N/A N/A Total 459,801 $ 24.93 141,099 (1) Includes 383,080 common shares issuable upon the exercise of outstanding options and 76,761 common shares issuable upon the conversion of outstanding RSUs. (2) The weighted-average exercise price does not consider shares issuable upon the conversion of outstanding RSUs, which have no exercise price. Warrants and other equity held by directors, officers and employees outside of the compensation plans are not included in the table above.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following tables sets forth certain information as of December 11, 2024, with respect to the beneficial ownership of our common shares by: (1) all of our directors; (2) our named executive officers listed in the Summary Compensation Table; (3) all of directors and executive officers as a group; and (4) each person known by us to beneficially own more than 5% of our outstanding common shares. We have determined beneficial ownership in accordance with the rules of the SEC, based on a review of filings with the SEC and information known to us. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common shares that they beneficially own, subject to applicable community property laws. Common shares subject to options, warrants or restricted share units currently exercisable or exercisable within 60 days of December 11, 2024 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants and restricted share units, but are not deemed outstanding for computing the percentage of any other person. The percentage ownership of our common shares of each person or entity named in the following table is based on 3,467,658 common shares outstanding as of December 11, 2024. 2 Directors and Officers Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Joan Chypyha 2,887 (2) * Sean MacDonald 13,826 (3) * Patrick Marshall 3,323 (4) * Pardeep Nijhawan, MD 730,357 (5) 19.99 % Frank Oakes 11,909 (6) * Charles Olson, DSc 2,858 (7) * Carlo Sistilli, CPA, CMA 12,295 (8) * Stephen Lemieux, CPA 8,148 (9) * Michael Brooks, PhD 81,830 (10) 2.3 % All directors and named executive officers as

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as a part of this Annual Report: (1)

Financial Statements (previously filed with the Original Report)

Financial Statements (previously filed with the Original Report) The list of consolidated financial statements and notes required by this Item 15 (a) (1) is set forth in the "Index to Financial Statements" on page F-1 of the Original Report. (2) Financial Statement Schedules (previously filed with the Original Report) All schedules have been omitted because the required information is included in the financial statements or notes thereto. (3) Exhibits The exhibits listed on the Exhibit Index below are filed as part of this Annual Report. 5 EXHIBIT INDEX Exhibit No. Description 2.1* Share Exchange Agreement, dated as of March 7, 2019, by and between Stellar Biotechnologies Inc., Edesa Biotech Inc. and the Edesa Shareholders (included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 8, 2019, and incorporated herein by reference). 3.1 Certificate of Incorporation of the Company, dated June 12, 2007 (included as Exhibit 1(a) to the Company's Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference). 3.2 Certificate of Amendment of the Company, dated April 15, 2008 (included as Exhibit 1(b) to the Company's Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference). 3.3 Certificate of Continuation of the Company, dated November 25, 2009 (included as Exhibit 1(c) to the Company's Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference). 3.4 Certificate of Change of Name of the Company, dated April 7, 2010 (included as Exhibit 1(f) to the Company' s Registration Statement on Form 20-F filed on February 3, 2012, and incorporated herein by reference). 3.5 Certificate of Change of Name of the Company, dated June 7, 2019 (included as Exhibit 3.6 to the Company's Annual Report on Form 10-K filed on December 12, 2019, and incorporated herein by reference). 3.6 Amended and Restated Articl

Description of Securities

Description of Securities. 4.12 Form of Common Share Purchase Warrant issued to H.C. Wainwright & Co., Inc. designees on June 7, 2019 (included as Exhibit 4.12 to the Company' s Annual Report on Form 10-K filed on December 15, 2023, and incorporated herein by reference). 4.13 Form of Common Share Purchase Warrant issued to Pardeep Nijhawan Medicine Professional Corporation or its assigns on October 30, 2024 (included as Exhibit 4.1 to the Company' s Current Report on Form 8-K filed on October 30, 2024, and incorporated herein by reference). 10.1 Advance Notice Policy, adopted October 31, 2013 (included as Exhibit 10.14 to the Company's Annual Report on Form 10-K filed on November 14, 2014, and incorporated herein by reference). 10.2@ Employment Agreement by and between the Company and Pardeep Nijhawan, dated June 14, 2019 (included as Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on June 20, 2019, and incorporated herein by reference). 10.3@ Employment Agreement by and between the Company and Michael Brooks, dated June 14, 2019 (included as Exhibit 10.3 to the Company's Current Report on Form 8-K/A filed on June 20, 2019, and incorporated herein by reference). 10.4@ Form of Indemnification Agreement, by and between the Company and each of its directors and executive officers (included as Exhibit 10.4 to the Company's Current Report on Form 8-K/A filed on June 20, 2019, and incorporated herein by reference). 7 10.5@ 2019 Equity Incentive Compensation Plan (included as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 25, 2019, and incorporated herein by reference). 10.6@ Amendment No. 1 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (included as Exhibit 10.1 to the Company' s Current Report on Form 8-K filed on April 23, 2021, and incorporated herein by reference). 10.7 Lease, dated as of January 1, 2017, by and between the Registrant and 1968160 Ontario Inc. (included as

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