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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): September 9, 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 8.01. Other Events.

 

On September 9, 2025, Edesa Biotech, Inc. (the “Company”), filed a prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s “at the market offering” program for the offer and sale of up to $4,006,544 of the Company’s common shares, without par value (the “Common Shares”), from time to time through H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to the Company’s existing At the Market Offering Agreement (the “ATM Agreement”), dated October 4, 2024. As of the date hereof, the Company has sold an aggregate of $837,134 of Common Shares pursuant to the ATM Agreement and the related prospectus supplement, dated October 4, 2024 to the Company’s Registration Statement on Form S-3 (333-266604).

 

The offer and sale of additional Common Shares by the Company under the ATM Agreement will be made pursuant to the Prospectus Supplement, dated September 9, 2025, and the accompanying base prospectus, dated September 9, 2025, contained therein, which together form a part of the Company’s shelf registration statement on Form S-3 (File No. 333-288966), initially filed with the SEC on July 25, 2025 and declared effective by the SEC on September 9, 2025 (the “Registration Statement”).

 

Fasken Martineau DuMoulin LLP, counsel to the Company, has issued a legal opinion relating to the validity of the $4,006,544 Common Shares that may be offered and sold pursuant to the ATM Agreement and related Prospectus Supplement. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are furnished with this Current Report on Form 8-K:

 

Exhibit
Number
  Exhibit Description
5.1   Opinion of Fasken Martineau DuMoulin LLP
23.1   Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

 

 

 


  

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: September 9, 2025 By: /s/ Peter Weiler
  Name: Peter Weiler
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-5.1 2 exh_51.htm EXHIBIT 5.1

Exhibit 5.1

 

 

September 9, 2025

 

 

Edesa Biotech, Inc.
100 Spy Court

Markham, ON L3R 5H6

Canada

 

Dear Sirs/Mesdames:

 

Re: Edesa Biotech, Inc. - At-the-Market Offering

 

We have acted as Canadian legal counsel to Edesa Biotech, Inc., a British Columbia corporation (the “Company”), in connection with a continuous “at-the-market” offering (the “Offering”) of up to 2,289,453 common shares of the Company, no par value (“Common Stock”) with an aggregate offering price of up to US$4,006,544 (due to the offering limitations applicable under General Instruction I.B.6. of form S-3 and the Company’s public float as of the date of the Prospectus Supplement, as defined hereunder) to be sold under a prospectus supplement filed by the Company with the United States Securities and Exchange Commission (“SEC”) on September 9, 2025 (the “Prospectus Supplement”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”), supplementing the Company’s existing shelf registration statement on Form S-3 (File No. 333-288966) filed by the Company with the SEC, which was declared effective by the SEC on September 9, 2025 (the “Registration Statement”) and the prospectus contained therein (the “Base Prospectus”, and together with the Prospectus Supplement, the “Prospectus”). The 2,289,453 shares of Common Stock issuable under the Registration Statement and Prospectus are hereinafter referred to as the “Offered Shares”.

 

The Offering is to be made pursuant to the terms of an at-the-market offering agreement (the “Distribution Agreement”) between the Company and H.C. Wainwright & Co., LLC, as sales agent, principal, or sales agent and principal, as applicable, pursuant to which the Company may issue and sell Offered Shares from time to time in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Act.

 

We have reviewed, but not participated in the preparation of: (i) the Registration Statement; (ii) the Prospectus; and (iii) the Distribution Agreement.

 

We have examined originals or certified copies of such corporate records, documents, certificates and instruments as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of originals or such latter documents. As to various questions of fact material to such opinion that we have not independently established or verified, information with respect to which is in possession of the Company, we have relied upon certificates and other records and certificates of officers of the Corporation, including a certificate of an officer of the Company, dated the date hereof, certifying certain factual matters including, among other things: (i) the notice of articles and articles of the Company; (ii) the incumbency of certain officers of the Company; and (iii) resolutions passed by the directors of the Company approving, among other things, the execution, delivery and performance by the Company of its obligations under the Distribution Agreement. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, including the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and, the validity and binding effect on all such parties.

 

 


 

In rendering our opinions set forth herein, we have also assumed that, at the time of any offer and sale of Offered Shares (i) the Company has been duly organized and is validly existing and in good standing, and has the requisite legal status and legal capacity, under the laws of the Province of British Columbia; (ii) the Company has complied and will comply with the laws of all relevant jurisdictions in connection with the transactions contemplated by, and the performance of its obligations under, the Registration Statement and the Distribution Agreement; (iii) the Registration Statement and any amendments thereto (including any post-effective amendments thereto) has become effective under the Act; (iv) the Distribution Agreement will have been duly authorized and validly executed and delivered by any party thereto other than the Company, and will be filed with the SEC on a Current Report on Form 8-K or other applicable periodic report in the manner contemplated in the Registration Statement and the Prospectus Supplement; and (v) that the Offered Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus Supplement and the Distribution Agreement. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

Based solely upon and subject to the foregoing, and subject to the assumptions, limitations, exceptions and qualifications stated herein, we are of the opinion that, with respect to any Offered Shares, when such Offered Shares have been issued and delivered against payment therefor in accordance with the terms of the Distribution Agreement, with certificates representing such Offered Shares having been duly executed, countersigned, registered and delivered or, if uncertificated, valid book-entry notations therefor having been made in the central securities register of the Company, in accordance with the terms of the Distribution Agreement, the Offered Shares will be validly issued, fully paid and non-assessable.

 

The matters expressed in this letter are subject to and qualified and limited by (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally; (ii) the effects of general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, whether enforcement is considered in a proceeding in equity or law; (iii) the discretion of the court before which any proceeding for enforcement may be brought; and (iv) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to the public policy. We express no opinion as to the sufficiency of any consideration to be paid for any Offered Shares or actual receipt of such consideration.

 

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We are qualified to practice law in the Province of British Columbia, and we do not purport to be experts on the law of any other jurisdiction other than the Province of British Columbia and the federal laws of Canada applicable therein. We do not express any opinion herein concerning any law other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein. We express no opinion and make no representation with respect to the law of any other jurisdiction. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our firm name where it appears in each of the Prospectus and the Prospectus Supplement under the caption “Legal Matters”. In giving this consent, we do not admit that we included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Yours truly,

 

/s/ FASKEN MARTINEAU DuMOULIN LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

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