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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2025
| Edesa Biotech, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| British Columbia, Canada | 001-37619 | N/A | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Spy Court
Markham, Ontario, Canada L3R 5H6
(Address of Principal Executive Offices)
(289) 800-9600
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Shares | EDSA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2025, Edesa Biotech, Inc. (the “Company”) held its 2025 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment to the Company’s 2019 Equity Incentive Compensation Plan (the “2019 Plan”) to (i) increase the number of shares available for issuance thereunder by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.
The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 3,243,361 common shares, or approximately 46% of the outstanding common shares entitled to vote, were represented by proxy or in person. The matters voted on by shareholders at the Annual Meeting and the results of such voting are set forth below.
Proposal No. 1 - Election of the Company’s Directors
Based upon the following votes, the shareholders elected Joan Chypyha, David Liu, Sean MacDonald, Patrick Marshall, Pardeep Nijhawan, Charles Olson and Carlo Sistilli to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2026 or until their successors are duly elected and qualified.
| For | Withhold | Broker Non-Votes | |
| Joan Chypyha | 2,242,560 | 155,774 | 845,027 |
| David Liu | 2,338,419 | 59,915 | 845,027 |
| Sean MacDonald | 2,353,931 | 44,403 | 845,027 |
| Patrick Marshall | 2,237,350 | 160,984 | 845,027 |
| Pardeep Nijhawan | 2,340,134 | 58,200 | 845,027 |
| Charles Olson | 2,337,266 | 61,068 | 845,027 |
| Carlo Sistilli | 2,342,756 | 55,578 | 845,027 |
Proposal No. 2 - Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement for the Annual Meeting, by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,215,325 | 178,016 |
4,993 |
845,027 |
Proposal No. 3 - Approval of Amendment to the 2019 Equity Incentive Compensation Plan
The shareholders approved an amendment to the Company’s 2019 Plan to (i) increase the number of shares available for issuance thereunder plan by 1,725,000 shares, (ii) remove the 2019 Plan’s “fungible share pool” provisions, and (iii) increase the number of shares issuable as incentive stock options from 171,429 to 300,000.
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,174,596 | 216,387 | 7,351 |
845,027 |
Proposal No. 4 - Appointment of MNP LLP as the Company’s Auditors and Independent Registered Public Accounting Firm for the Ensuing Year
The shareholders approved the appointment of MNP LLP as the Company’s auditors and independent registered public accounting firm for the fiscal year ending September 30, 2025.
| For | Withhold | Broker Non-Votes | |||||||
3,143,111 |
100,250 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Amendment No. 4 to Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Management contract or compensatory plan or arrangement.
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: May 28, 2025 | By: | /s/ Peter Weiler |
| Name: | Peter Weiler | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
AMENDMENT NO. 4 TO
EDESA BIOTECH, INC.
2019 EQUITY INCENTIVE COMPENSATION PLAN
This Amendment No. 4 to the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (this “Amendment”) is made and entered into effective as of March 18, 2025 (the “Effective Date”), by Edesa Biotech, Inc., a British Columbia corporation (the “Company”).
RECITALS
WHEREAS, the Company previously adopted the Edesa Biotech, Inc. 2019 Equity Incentive Compensation Plan (the “Plan”);
WHEREAS, by written consent of the Company’s Board of Directors (the “Board”), dated as of the Effective Date, the Board approved an increase of the number of shares of the Company’s Common Shares reserved for issuance under the Plan by 1,725,000, which represents a number of Common Shares equal to twenty-five (25) percent of the Company’s issued and outstanding Common Shares less the number of Common Shares remaining available for delivery under the Plan as of the Effective Date (the “Plan Reserve Increase”) and an increase in the number of Common Shares that may be awarded as “Incentive Stock Options” (as defined by the Plan) to a total of 300,000 Common Shares;
WHEREAS, pursuant to Section 9(f) of the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan, subject to obtaining the consent of the Company’s shareholders not later than the annual meeting next following such Board action if such shareholder approval is required;
WHEREAS, to record the adoption of the Plan Reserve Increase by the Board, the Company has caused its authorized officer to execute this Amendment to effectuate the Plan Reserve Increase.
AGREEMENT
NOW THEREFORE, upon the requisite approval of its shareholders at its 2025 Annual General Meeting the Company hereby agrees as follows:
1. Section 4(a) of the Plan is hereby amended and restated to read as follows:
“Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 9(c) hereof, the total number of Shares reserved and available for delivery under the Plan after the Amendment Date (as defined below) shall be the sum of (i) 1,725,000 plus (ii) the number of Shares remaining available for delivery under the Plan as of the Amendment Date. Any Shares that are subject to Awards shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares. For purposes hereof, “Amendment Date” shall mean March 18, 2025.
2. Section 4(c)(iv) is hereby amended and restated to read as follows:
“Any Share that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share; provided, however, that any Share that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one and one-half (1.5) Shares if such Share had previously been charged against the limit set forth in Section 4(a) as one and one-half (1.5) Shares.”
3. Section 4(c)(v) is hereby amended and restated to read as follows:
“Notwithstanding anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 9(c) hereof, the maximum aggregate number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall be 300,000 Shares. In no event shall any Incentive Stock Options be granted under the Plan after the tenth anniversary of the date on which the Board adopts the Plan.”
4. Except as expressly modified by this Amendment, the Plan remains in full force and effect pursuant to its terms. All references to the Plan in other documentation shall be deemed to be a reference to the Plan as amended by this Amendment.
5. This Amendment shall be governed by and construed in accordance with the laws of British Columbia without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed effective as of the date first written above.
EDESA BIOTECH, INC.
/s/ Pardeep Nijhawan
Pardeep Nijhawan, MD
Director, Chief Executive Officer and Corporate Secretary