Edesa Biotech, Inc. 8-K Filing

Ticker: EDSA · Form: 8-K · Filed: Feb 13, 2025 · CIK: 1540159

Edesa Biotech, Inc. 8-K Filing Summary
FieldDetail
CompanyEdesa Biotech, Inc. (EDSA)
Form Type8-K
Filed DateFeb 13, 2025
Pages8
Reading Time9 min
Key Dollar Amounts$10,000, $1.92, $15.0 m
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Edesa Biotech, Inc. (ticker: EDSA) to the SEC on Feb 13, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $10,000 (vertible Preferred Shares, stated value $10,000 per share, each of which is initially c); $1.92 (mmon Shares ") at a conversion price of $1.92 per Conversion Share, and (ii) 3,468,74); $15.0 m (he Private Placement were approximately $15.0 million, prior to deducting offering expe).

How long is this filing?

Edesa Biotech, Inc.'s 8-K filing is 8 pages with approximately 2,298 words. Estimated reading time is 9 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 2,298 words · 9 min read · ~8 pages · Grade level 12.7 · Accepted 2025-02-13 07:16:54

Key Financial Figures

  • $10,000 — vertible Preferred Shares, stated value $10,000 per share, each of which is initially c
  • $1.92 — mmon Shares ") at a conversion price of $1.92 per Conversion Share, and (ii) 3,468,74
  • $15.0 m — he Private Placement were approximately $15.0 million, prior to deducting offering expe

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On February 12, 2025, Edesa Biotech, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with affiliates of Velan Capital Investment Management LP (the " Lead Investors ") and several additional investors signatory thereto (the " Additional Investors " and together with the Lead Investors, the " Investors "), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the " Private Placement "), an aggregate of (i) 834 shares (the " Preferred Shares ") of the Company's newly designated Series B-1 Convertible Preferred Shares, stated value $10,000 per share, each of which is initially convertible into approximately 5,208 common shares (the " Conversion Shares "), without par value, of the Company (the " Common Shares ") at a conversion price of $1.92 per Conversion Share, and (ii) 3,468,746 Common Shares (the " Shares "). The purchase price per Preferred Share was $10,000 and the purchase price per Share was $1.92. The gross proceeds to the Company from the Private Placement were approximately $15.0 million, prior to deducting offering expenses payable by the Company. The Private Placement closed on February 12, 2025 (the " Closing Date "). The Company expects to use the net proceeds from the Private Placement to fund the continued advancement of EB06, its CXCL10 monoclonal antibody into a Phase 2 clinical study in subjects with nonsegmental vitiligo, and for working capital and general corporate purposes. The proceeds are expected to fund Edesa's CXCL10 antibody program through the end of fiscal 2026. For a description of the terms of the Preferred Shares, see Item 5.03 below. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. The representations and warranties of each p

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Preferred Shares, Conversion Shares and Shares (collectively, the " Securities ") have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Securities were offered in a private placement in Canada to "accredited investors" within the meaning of the Canadian National Instrument 45-106 - Prospectus Exemptions . The Securities issued are subject to applicable Canadian hold periods imposed under applicable securities legislation.

03 Material Modication to Rights of Security Holders

Item 3.03 Material Modication to Rights of Security Holders. The description of the terms of the Preferred Shares under Item 1.01 and

03 is incorporated herein by reference

Item 5.03 is incorporated herein by reference.

02 Departure of Directors or Principal Officers; Election of Directors; Appointment

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On February 12, 2025, in connection with the closing of the Purchase Agreement and pursuant to the terms of the IRA, the Company appointed David Liu, the Lead Investor Nominee, to serve on the Board of Directors with an initial term expiring at the next general meeting of shareholders of the Company. Dr. Liu will also serve on the Compensation Committee of the Board of Directors. David Liu, age 39, has over 10 years of investment experience within the biopharmaceutical industry. From January 2023 to March 2024, and since December 2024, he has served as a Senior Analyst at Velan Capital Investment Management LP, a healthcare dedicated investment firm based in Alpharetta, Georgia. Prior to his current position, he served as a Biotech Analyst at Altium Capital Management, LP, an investment firm focused on healthcare companies from January 2019 to November 2022. He received his B.S. in Biological Sciences from Stanford University and his Ph.D. in Molecular Biology from Weil Cornell Graduate School of Medical Sciences. Dr. Liu is qualified to serve on the Board of Directors because of experience in the biopharmaceutical industry. Dr. Liu will be eligible to receive the same compensation as the Company's other non-employee directors as described under "Director Compensation" in the Company's Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission on December 13, 2024, as amended on December 20, 2024. In addition, the Company intends to enter into an indemnification agreement with Dr. Liu, in substantially the form filed 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. The Board of Directors has affirmatively determined that (i) Dr. Liu is independent under the rules of The Nasdaq Stock Market LLC, (ii) other than the IRA disclosed a

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 12, 2025, the Company filed a notice of alteration to its articles to create the rights, preferences and restrictions pertaining to the Preferred Shares. The Preferred Shares have no par value and a stated value of $10,000 per share and rank, with respect to redemption payments, rights upon liquidation, dissolution or winding-up of the Company, or otherwise, senior in preference and priority to the Common Shares and each other class or series of shares ranking junior to the Preferred Shares. If the Company declares or makes any dividend or other distribution to Common Shares, the holders of Preferred Shares will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on the Common Shares, when and if actually paid. Each Preferred Share is convertible into a number of Common Shares calculated by dividing (i) the sum of the stated value of such Preferred Share by (ii) a fixed conversion price of $1.92. A holder of Preferred Shares will not have the right to convert any portion of its Preferred if, together with its affiliates, it would beneficially own in excess of 4.99% (or, at the option of the Investor, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such conversion, provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days' notice to the Company, but not to any percentage in excess of 19.99%. The Preferred Shares do not have the right to vote on any matters except as required by law and do not contain any variable pricing features, or any price-based anti-dilutive features. In the event of any liquidation, dissolution or winding-up of the Company, a holder of Preferred Shares shall be entitled to (i) receive, before any distribution or payment may be made with respect to Common Shares, an amount equal to 100% of the stat

01 Other Events

Item 8.01 Other Events On February 13, 2025, the Company issued a press release announcing the execution of the Purchase Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Articles of Edesa Biotech, Inc. 10.1 Form of Securities Purchase Agreement. 10.2 Form of Investor Rights Agreement. 99.1 Press Release, dated February 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Edesa Biotech, Inc. Date: February 13, 2025 By: /s/ Stephen Lemieux Name: Stephen Lemieux Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.